8-K 1 d734899d8k.htm 8-K 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 30, 2014




(Exact name of registrant as specified in its charter)




Delaware   1-10738   13-3499319

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)

7 Times Square

New York, New York 10036

(Address, including Zip Code, of Registrant’s Principal Executive Offices)

(212) 541-3300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Names or Former Addresses, 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):


¨ 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))




Item 2.02 Results of Operations and Financial Condition.

ANN INC. issued a Press Release, dated May 30, 2014. A copy of the Press Release is appended to this report as Exhibit 99.1 and is incorporated herein by reference.

The Press Release furnished with this report contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The Company is providing diluted earnings per share and operating and net income for the first fiscal quarter of 2014 and projected total selling, general and administrative (“SG&A”) expenses for fiscal 2014, each excluding the impact of a restructuring charge. The Company believes that these non-GAAP financial measures assist the reader’s understanding by removing the impact of the first quarter restructuring charge associated with the strategic organizational realignment for the first quarter of 2014 from the calculations of diluted earnings per share and operating and net income for fiscal first quarter and projected SG&A expenses for fiscal 2014. These measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with GAAP.


Item 9.01 Financial Statements and Exhibits.


  (d) Exhibits.


99.1    Press Release issued by ANN INC. on May 30, 2014.




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.


    ANN INC.
Date: May 30, 2014     By:  

/s/ Michael J. Nicholson

      Michael J. Nicholson

Executive Vice President, Chief Operating

Officer, Chief Financial Officer and









99.1    Press Release issued by ANN INC. on May 30, 2014.