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): November 17, 2005
West Marine, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-22512 77-0355502
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
500 Westridge Drive 95076
Watsonville, California
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(Address of principal executive offices) (Zip Code)
(831) 728-2700
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(Registrant's telephone number, including area code)
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 2.06. Material Impairments.
On November 17, 2005, the Board of Directors of West Marine, Inc. resolved
to phase out West Marine's use of the BoatU.S. trade name in its stores, based
upon management's determination that the conversion of nearly all of West
Marine's BoatU.S.-branded stores to West Marine-branded stores will reduce some
costs and allow West Marine to operate more efficiently. As a result of the
phase-out of the BoatU.S. trade name, West Marine will be required to recognize
a non-cash impairment charge to non-current assets of approximately $2.0
million in the fourth quarter of 2005. West Marine's rebranding of its
BoatU.S.-branded stores also is expected to result in approximately $1.3
million of future cash expenditures by West Marine, primarily to replace
BoatU.S. signage and promotional materials.
Special Note Regarding Forward-Looking Statements
This Form 8-K includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, including forward-looking
statements concerning expectations and statements that are predictive or express
expectations that depend on future events or conditions that affect financial
performance and that involve a number of risks and uncertainties. These
forward-looking statements include, among other things, statements that relate
to West Marine's future plans and expectations and similar projections, as well
as facts and assumptions underlying these statements or projections. Actual
results may differ materially from the expectations expressed or implied in
these forward-looking statements due to various risks, uncertainties or other
factors. Risks and uncertainties include West Marine's ability to maintain
revenues, customer traffic and brand loyalty at BoatU.S. stores that are
rebranded as West Marine stores, cash expenditures associated with the BoatU.S.
rebranding that may exceed West Marine's current expectations and other risk
factors described from time to time in West Marine's filings with the Securities
and Exchange Commission, including West Marine's quarterly report on Form 10-Q
for the period ended October 1, 2005. Except as required by applicable law, West
Marine assumes no responsibility to update any forward-looking statements as a
result of new information, future events or otherwise.
SIGNATURE
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.
WEST MARINE, INC.
Date: November 23, 2005 By: /s/ Eric Nelson
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Eric Nelson
Senior Vice President and
Chief Financial Officer