-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Iywh9QI6fL9vajl/jzE4TUzhRIu6peHc2eIaagtyy44nhO46BEuBdRBWfwXbeck+ s+csRRloIJIxMWefbD5I5w== 0000950123-10-092758.txt : 20101012 0000950123-10-092758.hdr.sgml : 20101011 20101012161800 ACCESSION NUMBER: 0000950123-10-092758 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101012 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20101012 DATE AS OF CHANGE: 20101012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABERCROMBIE & FITCH CO /DE/ CENTRAL INDEX KEY: 0001018840 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 311469076 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12107 FILM NUMBER: 101119421 BUSINESS ADDRESS: STREET 1: 6301 FITCH PATH CITY: NEW ALBANY STATE: OH ZIP: 43054 BUSINESS PHONE: 6142836500 MAIL ADDRESS: STREET 1: 6301 FITCH PATH CITY: NEW ALBANY STATE: OH ZIP: 43054 8-K 1 c06804e8vk.htm FORM 8-K 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): October 12, 2010 (October 5, 2010)

ABERCROMBIE & FITCH CO.
(Exact name of registrant as specified in its charter)
         
Delaware   1-12107   31-1469076
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
6301 Fitch Path, New Albany, Ohio
  43054
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (614) 283-6500
 
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:

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))

 
 

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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on September 24, 2010, Robert A. Rosholt notified Abercrombie & Fitch Co. (the “Registrant”) that Mr. Rosholt was resigning from the Board of Directors (the “Board”) of the Registrant. Mr. Rosholt had been a member of the Board’s Audit Committee. As a result of Mr. Rosholt’s resignation, the Registrant received a notice from NYSE Regulation, Inc. on October 5, 2010 stating that the Registrant was deficient in meeting the requirement of Section 303A.07(a) of the New York Stock Exchange (“NYSE”) Listed Company Manual, which requires that the audit committee of a NYSE listed company be comprised of at least three independent directors. On October 11, 2010, the first meeting held by the Registrant’s Board after the resignation of Mr. Rosholt, the Registrant’s Board appointed Craig R. Stapleton as a new member of the Audit Committee to replace Mr. Rosholt, which brought the Registrant into compliance with the requirement of Section 303A.07(a) of the NYSE Listed Company Manual. The Audit Committee has not met since Mr. Rosholt’s resignation on September 24, 2010 and is not scheduled to meet until November 11, 2010.

Mr. Stapleton also serves as the Registrant’s Lead Independent Director, Chair of the Board’s Nominating and Board Governance Committee and a member of the Board’s Compensation Committee.

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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.

ABERCROMBIE & FITCH CO.

Dated: October 12, 2010

By: /s/ Ronald A. Robins, Jr.
Ronald A. Robins, Jr.
Senior Vice President, General Counsel and
Secretary

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