-----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, P05bYy4Yb+5J+CBzUigatsgRiXzeZ4i6Ypdvw7nxc9qPEXUKKoruedup/KVbJacI 9BO9Ul9vc1qBw/vHy+ndFQ== 0000950123-04-003187.txt : 20040311 0000950123-04-003187.hdr.sgml : 20040311 20040311161202 ACCESSION NUMBER: 0000950123-04-003187 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040311 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEROPOSTALE INC CENTRAL INDEX KEY: 0001168213 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 311443880 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31314 FILM NUMBER: 04663157 BUSINESS ADDRESS: STREET 1: 1371 BROADWAY STREET 2: 8TH FL. CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126464885 MAIL ADDRESS: STREET 1: 1371 BROADWAY STREET 2: 8TH FL. CITY: NEW YORK STATE: NY ZIP: 10018 8-K 1 y95154be8vk.txt AEROPOSTALE, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 11, 2004 Aeropostale, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 001-31314 31-1443880 (State or other (Commission (IRS Employer jurisdiction of incorporation) File Number) Identification No.) 112 West 34th Street, 22nd Floor, New York, New York 10120 (Address of Principal Executive Offices, including Zip Code) (646) 485-5398 (Registrant's Telephone Number, Including Area Code) Not applicable (Former Name or Former Address, if Changed Since Last Report) ================================================================================ ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Description 99.1 Press Release dated March 11, 2004 ITEM 9. Regulation FD Disclosure. On March 11, 2004 Aeropostale, Inc. (the "Company") issued a press release announcing the Company's 3 for 2 stock split and stock repurchase program. A copy of this press release is attached hereto as Exhibit 99.1. SIGNATURES According 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, thereunto duly authorized. Aeropostale, Inc. /s/ Michael J. Cunningham -------------------------- Michael J. Cunningham Senior Vice President- Chief Financial Officer Dated: March 11, 2004 EX-99.1 3 y95154bexv99w1.txt PRESS RELEASE Exhibit 99.1 - AEROPOSTALE DECLARES STOCK SPLIT AND INCREASES STOCK BUYBACK PROGRAM ---Declares 3-For-2 Stock Split --- ---Authorizes Additional $35 Million for Stock Repurchase Program; Total Program $70 Million --- NEW YORK--March 10, 2004--Aeropostale, Inc. (NYSE:ARO), a mall-based specialty retailer of casual and active apparel for young women and men, today announced a 3-for-2 stock split on all shares of its common stock that will be effected in the form of a stock dividend. The stock split will entitle all shareholders of record at the close of business on April 12, 2004 to receive one additional share of Common Stock for every two shares of Common Stock held on that date. The additional shares will be distributed to shareholders on or about April 26, 2004. Cash will be paid in lieu of issuing fractional shares based on the closing price of the company's common stock on April 12, 2004 (as adjusted for the stock split). Aeropostale has approximately 37.9 million shares outstanding, and given the effect of the stock split, will have approximately 56.9 million shares outstanding. The Company also announced that its board of directors has approved an increase in its common stock repurchase program to acquire an additional $35 million of its outstanding common stock. The board of directors had authorized a common stock repurchase program for $35 million in November 2003. The announcement today will bring the total stock repurchase program to $70 million. As of January 31, 2004, the company purchased back approximately $17.7 million (630 thousand shares) under the stock repurchase program. Julian R. Geiger, Chairman and Chief Executive Officer, said, "Given our strong cash position and projected cash flows, we believe the implementation of an additional $35 million share repurchase program is an excellent means to return additional value to our shareholders." About Aeropostale, Inc. Aeropostale, Inc. (www.aeropostale.com) is a mall-based specialty retailer of casual apparel and accessories that targets both young women and young men aged 11 to 20. The company provides customers with a selection of high-quality, active-oriented, fashion basic merchandise in a high-energy store environment. The company maintains complete control over the proprietary brand by designing and sourcing all of its own merchandise. Aeropostale products can be purchased only in its stores, which sell Aeropostale merchandise exclusively. The first Aeropostale store was opened in 1987. The company currently operates 462 stores in 41 states. Special Note: Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the statements made in this release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve certain risks and uncertainties, including statements regarding the company's strategic direction, prospects and future results. Certain factors, including factors outside of our control, may cause actual results to differ materially from those contained in the forward-looking statements. These factors include the company's ability to implement its growth strategy successfully, changes in consumer fashion preferences, economic and other conditions in the markets in which we operate, competition, seasonality and the other risks discussed in the company's prospectus dated July 28, 2003 filed with the Securities and Exchange Commission, which discussions are incorporated in this release by reference. 2 -----END PRIVACY-ENHANCED MESSAGE-----