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: May 12, 2004 TOO, INC. (Exact Name of Registrant as specified in its charter) Delaware 1-14987 31-1333930 ------------------ -------------------------- -------------------- (State or other (Commission File No.) (IRS Employer jurisdiction of Identification incorporation or Number) organization) 8323 Walton Parkway New Albany, Ohio 43054 (614) 775-3500 (Address, including zip code, and telephone number including area code of Registrant's principal executive offices) Not Applicable (Former name or former address, if changed since last report) Item 7. Exhibits. (c) Exhibits. Exhibit No. Description 99 Press Release, dated May 12, 2004, entitled "Too, Inc. Reports First Quarter 2004 Operating Results; Second Quarter Earnings Improvement Projected." 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. TOO, INC. Date: May 12, 2004 By: /s/ Kent A. Kleeberger ----------------------------------------- Kent A. Kleeberger Executive Vice Presidentand Chief Financial Officer