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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 18, 2005
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Date of Report (Date of earliest event reported)
THE GYMBOREE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-21250 942615258
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
500 Howard Street, San Francisco, CA 94105
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(Address of principal executive offices) (Zip Code)
(415) 278-7000
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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 communication 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))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 21, 2005, The Gymboree Corporation (the "Company") issued a
press release announcing the impact on its previously announced financial
results for the third fiscal quarter ended October 29, 2005, as a result of a
charge of approximately $1.5 million after tax that will be recorded for the
third fiscal quarter resulting from the Memorandum of Understanding described
under Item 7.01 in this current report on Form 8-K. A copy of the press release
is furnished as Exhibit 99.1 to this current report on Form 8-K and is
incorporated herein by reference. The press release should be read in
conjunction with the note regarding forward-looking statements, which is
included in the text of the press release.
The information furnished in this current report on Form 8-K, including
the exhibit attached hereto, shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, except as expressly
set forth by specific reference in such filing.
ITEM 7.01 REGULATION FD DISCLOSURE.
As a result of mediation proceedings held on November 18, 2005, the
Company entered into a binding Memorandum of Understanding dated November 18,
2005 relating to the lawsuit filed against Gymboree Operations, Inc. a wholly
owned subsidiary of the Company, in the Superior Court of Riverside County,
California on April 21, 2005, that alleged that Gymboree Operations failed to
pay overtime wages and provide meal breaks. The Memorandum of Understanding
provides for a settlement in the total amount of up to approximately $2.3
million, payable on a claims-made basis. The settlement will result in a charge
of approximately $1.5 million after tax, which will be recorded in the third
fiscal quarter in accordance with generally accepted accounting principles.
Court hearings to review the fairness of the terms of the settlement are
expected to be held in the first quarter of fiscal 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
Exhibit No. Description
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99.1 Press release of The Gymboree Corporation issued
November 21, 2005.
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.
THE GYMBOREE CORPORATION
Dated: November 21, 2005 By: /s/ BLAIR W. LAMBERT
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Name: Blair W. Lambert
Title: Chief Operating Officer and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release of The Gymboree Corporation issued November 21,
2005.