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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): May 11, 2006
GUESS?, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-11893 95-3679695
(Commission File Number) (IRS Employer Identification No.)
1444 S. Alameda Street Los Angeles, California 90021
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 765-3100
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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 9, 2006, the shareholders of Guess?, Inc. (the "Company") approved an
amendment and restatement of the Guess?, Inc. 1996 Non-Employee Directors' Stock
Grant and Stock Option Plan to reflect the following principal amendments (i) to
extend the term for an additional ten years to May 9, 2016 and (ii) to increase
the number of shares of common stock of the Company that may be delivered
pursuant to all awards granted thereunder by 500,000 shares. Upon shareholder
approval, the plan was renamed the Guess?, Inc. 2006 Non-Employee Directors'
Stock Grant and Stock Option Plan. The purpose of the plan is to enable the
Company to attract and retain as non-employee directors individuals with
superior training, experience and ability and to provide additional incentive to
such non-employee directors by giving them an opportunity to participate in the
ownership of the Company.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The Company issued a press release on May 11, 2006. The press release announced
its financial results for the quarter ended April 1, 2006. The press release is
attached hereto as Exhibit 99.1.
The information in this item is being furnished under Item 2.02 and shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of
such section, nor shall such information be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as shall
be expressly set forth by specific reference in such a filing.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(c) APPOINTMENT OF CHIEF FINANCIAL OFFICER.
Effective May 9, 2006, Carlos Alberini, the Company's President and Chief
Operating Officer, was also appointed as the Company's Interim Chief Financial
Officer and Interim Principal Financial and Accounting Officer. Mr. Alberini
succeeds Frederick G. Silny, who relinquished his positions with the Company
effective May 9, 2006, as previously announced on February 8, 2006. The Company
is continuing its executive search for a permanent replacement.
Mr. Alberini, age 50, joined the Company in December 2000 as President and Chief
Operating Officer. Prior to joining the Company, Mr. Alberini served as Senior
Vice President and Chief Financial Officer of Footstar, Inc. from October 1996
to December 2000. Prior to his position at Footstar, Inc., from May 1995 to
October 1996 Mr. Alberini served as Vice President of Finance and Acting Chief
Financial Officer of the Melville Corporation, from 1987 to 1995 he served as
Corporate Controller and rose to Senior Vice President and Chief Financial
Officer and Treasurer of The Bon Ton Stores, and he spent ten years with Price
Waterhouse until leaving the firm as an audit manager in 1987. Mr. Alberini has
served as a director of the Company since December 11, 2000, and his present
term as a Class I director will expire at the 2009 annual meeting of
shareholders.
Mr. Alberini currently has an employment agreement with the Company that
provides for a month-to-month term. The agreement provides for an annual base
salary of $400,000, which may be increased based on annual reviews, and an
annual cash bonus of up to a maximum of 120% of base salary to be determined in
accordance with the Company's annual bonus plan. For 2005, he received a base
salary of $476,922 and a cash bonus of $310,000. Mr. Alberini is eligible to
participate in the Company's equity incentive plans, 401(k) plan and similar
benefits provided to senior executives. If Mr. Alberini's employment is
terminated by the Company at any time other than for his death, disability or
for cause (as such terms are defined in the agreement), the Company and Mr.
Alberini will enter into a consulting agreement for up to twelve months under
which Mr. Alberini will render consulting services for which the Company will
pay an annualized consulting fee equal to Mr. Alberini's base salary, as in
effect prior to the commencement of the consulting period. In addition, Mr.
Alberini will be entitled to receive continued vesting of any then outstanding
options over the term of the consulting period. The agreement also includes
certain non-competition, non-solicitation and confidentiality provisions.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
The following exhibit is furnished herewith:
99.1 Press Release of Guess?, Inc. dated May 11, 2006 (financial results for
the quarter ended April 1, 2006)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Guess?,
Inc. has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: May 11, 2006 GUESS?, INC.
By: /s/ Maurice Marciano
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Maurice Marciano
Co-Chairman of the Board,
Co-Chief Executive Officer and
Director
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release of Guess?, Inc. dated May 11, 2006 (financial
results for the quarter ended April 1, 2006)
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