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: AUGUST 17, 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 August 17, 2004, entitled "Too, Inc. Second Quarter Net Income More Than Doubles" ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On August 17, 2004, Too, Inc. (the "Company") issued a press release announcing its financial results for the second quarter ended July 31, 2004. 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 Company will also present its financial results for the second quarter ended July 31, 2004 during a conference call on August 17, 2004 at 9:00 a.m. EDT which will be broadcast via Internet webcast. Investors can listen to the call through the company's corporate website, www.tooinc.com. The information contained or incorporated by reference in this Form 8-K contains forward-looking statements. Such statements involve risks and uncertainties that may cause results to differ materially from those set forth in these statements. 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 April 29, 2002. 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. 2 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: August 17, 2004 By: /s/ William E. May -------------------------------------- William E. May Executive Vice President and Chief Operating Officer (Principal Financial Officer) 3 EXHIBIT INDEX Exhibit No. Description 99 * Press Release, dated August 17, 2004, entitled "Too, Inc. Second Quarter Net Income More Than Doubles" ------------------------- * Filed with this report. 4