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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Dated February 17, 2006
of
ZALE CORPORATION
A Delaware Corporation
IRS Employer Identification No. 75-0675400
SEC File Number 001-04129
901 West Walnut Hill Lane
Irving, Texas 75038
(972) 580-4000
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Securities Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Securities Act (17 CFR 240.13e-2(c))
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Item 2.02. Results of Operations and Financial Condition
On February 17, 2006, Zale Corporation issued a press release reporting its
financial results for the second fiscal quarter ended January 31, 2006. A copy
of the press release is being furnished as Exhibit 99.1 and is incorporated
herein by reference.
The attached press release includes a presentation of earnings and earnings
per share for the second quarter ended January 31, 2006, excluding write-down
charges and lease settlement costs associated with closing certain Bailey Banks
& Biddle stores, a tax benefit relating to repatriated earnings under the
American Jobs Creation Act and severance and other benefit payments related to a
management change. Earnings and earnings per share excluding such items are not
measures of financial performance under GAAP and should not be considered as
alternatives to earnings and earnings per share as computed under GAAP for the
applicable period.
The Company believes that a presentation of earnings and earnings per share
excluding these items is helpful to investors. Management will use earnings and
earnings per share measures adjusted to exclude these items as part of its
evaluation of the performance of the Company. Further, the Company believes the
adjusted earnings and earnings per share measures provide useful information to
investors because the items excluded relate to events that had a significant
impact during the quarter and will recur with unpredictable frequency in the
future.
The information set forth under this Item 2.02 and in Exhibit 99.1 is being
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Effective February 17, 2006, Paul G. Leonard resigned as President, Zales
Jewelers, and Group Senior Vice President of Zale Corporation (the "Company").
In connection with Mr. Leonard's resignation, John A. Zimmermann has been
appointed to the newly created position of President Zale North America,
effective immediately.
Mr. John A. Zimmermann joined the Company in May 2001 as Senior Vice
President and President of Peoples Jewellers. Prior to joining the Company, Mr.
Zimmermann was the Senior Vice President of Merchandising, Planning and Sales
Promotion for SmarterKids.com from June 1998 to May 2001. He served as Senior
Vice President of Merchandising and Sales Promotion for Big Party from November
1996 to May 1998. Mr. Zimmermann's background in retailing includes management
positions at Federated Department Stores, where he served as Divisional Vice
President for Women's Fashion Accessories for The Bon Marche.
Mr. Zimmermann was not selected pursuant to any arrangement or
understanding between he and any other person, other than the Board of Directors
acting in its capacity as such. There has been no transaction, or proposed
transaction, since May 1, 2001 to which the Company was or is to be a party, and
in which Mr. Zimmermann had or is to have a direct or indirect material
interest. There are no family relationships between Mr. Zimmermann and any of
the Company's other directors or executive officers.
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.
ZALE CORPORATION
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Registrant
Date: February 17, 2006 By: /s/ Cynthia T. Gordon
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Cynthia T. Gordon
Senior Vice President,
Controller
(principal accounting officer
of the Registrant)
EXHIBIT INDEX
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99.1 Press Release of Zale Corporation issued February 17, 2006.