TOO, INC. FORM 8-K
UNITED STATES 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 (Date of earliest event reported): April 4, 2006
(Exact Name of Registrant as specified in its charter)
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Delaware
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1-14987
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31-1333930 |
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(State or other
jurisdiction of
incorporation or
organization)
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(Commission File No.)
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(IRS Employer
Identification
Number) |
8323 Walton Parkway
New Albany, Ohio 43054
(614) 775-3500
(Address, including zip code, and telephone number
including area code of Registrants
principal executive offices)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events.
On April 4, 2006,
Too, Inc. (the Company) issued a press release indicating that it anticipates earnings for
the first fiscal quarter of 2006 to be in the range of $0.28 to $0.30 earnings per diluted share.
A copy of the Companys press release is furnished as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.
The Company plans to
release its financial results for the first quarter ended April 29, 2006 on May 17, 2006, before the opening of trading on the New York Stock
Exchange.
The information contained or incorporated by reference in this Form 8-K contains various
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 and other applicable securities laws. Such statements can be identified by the use of the
forward-looking words anticipate, estimate, project, believe, intend, expect, plan,
hope, risk, could, pro forma potential outlook or similar words. These statements
discuss future expectations, contain projections regarding future developments, operations or
financial conditions, or state other forward-looking information. These forward-looking statements
involve various important risks, uncertainties and other factors that could cause our actual
results for 2006 and beyond to differ materially from those expressed. The following factors, among
others, could affect our future financial performance and cause actual future results to differ
materially from those expressed or implied in any forward-looking statements included in this Form
8-K:
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Changes in consumer spending patterns, consumer preferences and
overall economic conditions; |
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Decline in the demand for our merchandise; |
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The impact of competition and pricing; |
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Effectiveness of our brand awareness and marketing programs; |
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A significant change in the regulatory environment applicable to our business; |
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Risks associated with our sourcing and logistics functions; |
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Changes in existing or potential trade restrictions, duties, tariffs or quotas; |
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Currency and exchange risks; |
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Availability of suitable store locations at appropriate terms; |
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Ability to develop new merchandise; |
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Ability to hire and train associates; |
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The potential impact of health concerns relating to severe infectious
diseases, particularly |
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on manufacturing operations of our vendors in
Asia and elsewhere; |
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Acts of terrorism in the U.S. or worldwide; and |
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Other risks that may be described in other reports and filings we make
with the Securities and Exchange Commission. |
Future economic and industry trends that could potentially impact revenue and profitability are
difficult to predict. Therefore, there can be no assurance that the forward-looking statements
included herein will prove to be accurate. The inclusion of forward-looking statements should not
be regarded a representation by us, or any other person, that our objectives will be achieved. The
forward-looking statements made herein are based on information presently available to us, as the
management of the Company. We assume no obligation to publicly update or revise our
forward-looking statements even if experience or future changes make it clear that any projected
results expressed or implied therein will not be realized.
Item 9.01. Exhibits.
(c) Exhibits.
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Exhibit No. |
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Description |
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99.1 *
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Press Release, dated April 4, 2006, entitled Too, Inc. Raises First Quarter
Earnings Outlook. |
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Furnished with this report. |
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SIGNATURE
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.
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TOO, INC.
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Date: April 4, 2006 |
By: |
/s/ Poe A. Timmons
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Poe A. Timmons |
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer) |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1*
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Press Release, dated April 4, 2006, entitled Too, Inc. Raises First Quarter Earnings
Outlook. |
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* |
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Furnished with this report. |
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