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): July 23, 2009
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 (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
500 Westridge Drive
Watsonville, California 95076
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(Address of Principal Executive Offices, Including 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 8.01. Other Events.
On July 23, 2009, West Marine, Inc. (the "Company") announced that the
Securities and Exchange Commission (the "SEC") approved the final settlement
between the Company and the SEC regarding the previously-disclosed investigation
of the Company in connection with the facts and circumstances that gave rise to
the Company's 2007 restatement of its financial results for fiscal years 2002
through 2005 and for the first three quarters of fiscal year 2006. Under the
terms of the settlement, the Company neither admits nor denies any of the SEC's
allegations and has agreed to settle the charges by consenting to a permanent
injunction against committing or causing any violations or future violations of
Sections 17(a)(2)and (3) of the Securities Act of 1933, as amended, and
Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of
1934, as amended. No fines, penalties or other monetary sanctions were assessed
against the Company, and the Company understands that the SEC is not proceeding
against any of the Company's past or current employees or directors. This
settlement concludes the SEC's formal investigation of the Company. A copy of
the press release announcing this settlement is attached to this report as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibit:
99.1 Press Release dated July 23, 2009.
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: July 23, 2009 By: /s/ Pamela J. Fields
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Pamela J. Fields
Vice President and General Counsel
Exhibit 99.1
[West Marine Logo]
West Marine Announces Settlement of SEC Investigation - No Penalties Assessed
WATSONVILLE, Calif.--(BUSINESS WIRE)--July 23, 2009--West Marine, Inc.
(Nasdaq:WMAR) today announced that it has reached a settlement with the United
States Securities and Exchange Commission (SEC) which resolves the SEC's
investigation of the company in connection with the facts and circumstances that
gave rise to the company's 2007 restatement of its financial results for fiscal
years 2002 through 2005 and for the first three quarters of fiscal year 2006.
The restatement resulted from a company-initiated review in 2007, during which
the company identified and corrected its accounting for indirect inventory cost
capitalization, as more fully described in West Marine's annual report on Form
10-K for the fiscal year ended December 30, 2006.
Geoff Eisenberg, Chief Executive Officer of West Marine, commented, "The
settlement constrains our ability to comment on the SEC's allegations. I can
say, however, that after nearly two years of cooperating with the SEC's staff,
we are very pleased to report that no fines, penalties or other monetary
sanctions were assessed against the company. We also understand that the SEC is
not proceeding against any of the company's past or current Associates or
Directors.
"We all have an obligation to remain constantly vigilant in ensuring that our
financial reporting systems and processes continually improve. I am confident
that we now have first-rate accounting practices, financial team leadership, and
internal controls."
"We are extremely pleased to have this matter finally behind us as we continue
to focus our efforts on doing an outstanding job in support of our Customers,
Associates and Shareholders."
Under the settlement, without admitting or denying the allegations made in the
SEC's complaint, the company consented to a permanent injunction against any
future violations of Sections 17(a)(2) and (3) of the Securities Act of 1933, as
amended, and Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities
Exchange Act of 1934, as amended.
ABOUT WEST MARINE
West Marine, the largest specialty retailer of boating supplies and accessories,
has 342 company-owned stores located in 38 states, Puerto Rico and Canada and
two franchised stores located in Turkey. Our call center and Internet channels
offer customers approximately 50,000 products and the convenience of exchanging
catalog and Internet purchases at our store locations. Our Port Supply division
is one of the largest wholesale distributors of marine equipment serving boat
manufacturers, marine services, commercial vessel operators and government
agencies. For more information on West Marine's products and store locations, or
to start shopping, visit westmarine.com or call 1-800-BOATING (1-800-262-8464).
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, including statements that
are predictive or express expectations that depend on future events or
conditions that involve risks and uncertainties. Future events, risks and
uncertainties, individually or in the aggregate, could cause actual results to
differ materially from those expressed or implied in these statements. Factors
that could cause actual results to differ are identified in the public filings
made by us with the SEC, including West Marine's annual report on Form 10-K for
the fiscal year ended January 3, 2009. 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.
West Marine, Inc.
Tom Moran, 831-761-4229
Senior Vice President and Chief Financial Officer