UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 7, 2005
WHITEHALL JEWELLERS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 001-15615 36-1433610
(State or Other Jurisdiction (Commission File (IRS Employer Identification
of Incorporation) Number) No.)
155 North Wacker Drive, Suite 500, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 312-782-6800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On September 7, 2005, Whitehall Jewellers, Inc. (the "Company") received a
letter from Beryl Raff, advising that she had resigned all positions with the
Company. Ms. Raff had previously been named as Chief Executive Officer and was
expected to commence full-time employment with the Company and join its board of
directors in mid-September. She also indicated in the letter that she would be
returning compensation previously paid to her by the Company. Ms. Raff has
delivered a check to the Company for $593,865 in respect of compensation
previously paid, less withholding taxes. The press release also discussed the
Company's current financial situation and the Company's expectation that it will
not be in a position to file its Quarterly Report on Form 10-Q for the period
ended July 31, 2005, including financial results for its second fiscal quarter
(which are expected to include a net loss), on a timely basis. A copy of this
press release is attached hereto as Exhibit 99.1, and a copy of Ms. Raff's
letter is attached hereto as Exhibit 99.2.
Item 8.01 Other Events.
See the discussion under Item 5.02 and the exhibits filed herewith with
respect to certain developments relating to the Company.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed herewith as noted below.
Exhibit No. Exhibit
- ----------- -------
99.1 Press Release dated September 8, 2005 announcing receipt of
resignation letter and discussing financing issues and delay
in reporting second quarter results.
99.2 Resignation letter of Beryl Raff.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WHITEHALL JEWELLERS, INC.
(Registrant)
By: /s/ John R. Desjardins
-------------------------------
John R. Desjardins
Executive Vice President
and Chief Financial Officer
Date: September 12, 2005
EXHIBIT INDEX
The following exhibit is furnished herewith as noted below.
Exhibit No. Exhibit
- ----------- -------
99.1 Press Release dated September 8, 2005 announcing receipt of
resignation letter and discussing financing issues and delay in
reporting second quarter results.
99.2 Resignation letter of Beryl Raff.