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): February 19, 2008
(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)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
(b) On February 20, 2008, Tween Brands, Inc. (the Company) announced the resignation of Paul C.
Carbone as Senior Vice President and Chief Financial Officer (Principal Financial and Accounting
Officer) of the Company, effective February 19, 2008.
(c) Also on February 20, 2008, the Company announced that Kenneth T. Stevens, the Companys
President and Chief Operating Officer, had assumed the role of the Companys Principal
Financial Officer and Principal Accounting Officer effective
February 19, 2008. The information regarding Mr. Stevens required by
paragraphs (c)(2) and (c)(3) of Item 5.02 is contained on page 3 of the Companys
proxy statement for the 2007 Annual Meeting of Stockholders, filed
with the Securities and Exchange Commission on April 17, 2007,
and in Item 5.02(c) of the Companys current report on
Form 8-K, dated January 17, 2007, filed with the Securities
and Exchange Commission on January 23, 2007, respectively, and
is incorporated by reference herein. In addition, Mr. Stevens
also serves on the Board of Directors of Virgin Mobile USA, Inc., a
publicly held company.
The Company issued a press release announcing the events described above. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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, target, predict, believe,
intend, plan, expect, hope, risk, could, pro forma, potential, prospect,
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 actual results 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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The impact of modifying and implementing new information technology systems; |
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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; |