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 8, 2003 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 8, 2003, entitled "Too, Inc. Projects First Quarter 2003 Results." ITEM 9. REGULATION FD DISCLOSURE. On May 8, 2003, Too, Inc. (the "Company") issued a press release regarding certain projected financial results for the quarter ended May 3, 2003. A copy of the Company's press release is furnished as an exhibit to this Form 8-K and is incorporated herein by reference. The information contained in this report on Form 8-K is being furnished pursuant to Item 12 under Item 9 of Form 8-K as directed by the Securities and Exchange Commission in Release No. 34-47583. The information contained or incorporated by reference in this Form 8-K contains forward-looking statements, including those related to expectations for diluted earnings per share, comparable store sales and inventory levels. The following factors, among others, in some cases have affected, and in the future could affect, the Company's performance and could cause actual results to differ materially from those expressed or implied in any such forward-looking statements: changes in consumer spending patterns, consumer preferences and overall economic conditions; the impact of competition and pricing; changes in weather patterns, currency and exchange risks; changes in existing or potential trade restrictions, duties, tariffs or quotas; changes in political or financial stability; changes in postal rates and charges, and paper and printing costs; availability of suitable store locations at appropriate terms; the ability to develop new merchandise; the ability to hire and train associates; and/or other risk factors included in the Company's filings with the SEC from time to time, including its Annual Report on Form 10-K filed with the SEC. The forward-looking statements made herein are based on information presently available to the management of the Company. The Company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. 1 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 9, 2003 By: /s/ Kent A. Kleeberger ----------------------------------------------- Kent A. Kleeberger Executive Vice President, Chief Operating Officer, and Chief Financial Officer 2 EXHIBIT INDEX Exhibit No. Description 99 * Press Release, dated May 8, 2003, entitled "Too, Inc. Projects First Quarter 2003 Results." ------------------- * Filed with this report. 3