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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):
June 2, 2011
BIG 5 SPORTING GOODS CORPORATION
(Exact name of registrant as specified in charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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000-49850
(Commission File Number)
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95-4388794
(IRS Employer
Identification No.) |
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2525 East El Segundo Boulevard,
El Segundo, California
(Address of principal executive offices)
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90245
(Zip Code) |
Registrants telephone number, including area code: (310) 536-0611
N/A
(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):
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 (7 CFR 240.13e-4(c))
TABLE OF CONTENTS
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Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On
June 2, 2011, Thomas J. Schlauch informed the Chief Executive Officer of Big 5 Sporting Goods
Corporation (the Company) of his resignation, effective as of August 1, 2011, from his positions
as Senior Vice President, Buying, of the Company and its subsidiary. The Company is
in discussions with Mr. Schlauch regarding an agreement pursuant
to which he can provide transition services and assist in special
projects for the Company following his resignation.
The Board of Directors of the Company has appointed Boyd O. Clark to replace Mr.
Schlauch, effective August 1, 2011, as Senior Vice President,
Buying. Mr. Clark currently acts as the Companys Vice
President, Buying, a position which he has
held for the last 12 years.
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Item 7.01. |
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Regulation FD Disclosure. |
The
Companys press release, dated June 7, 2011, regarding the matters described in Item 5.02 above
is included as Exhibit 99.1 to this report. This release is furnished solely pursuant to Item 7.01
and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to liability under that Section.
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Item 9.01. |
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Financial Statements and Exhibits
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Exhibit No. |
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Description |
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99.1
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Press release, dated
June 7, 2011, issued by Big 5 Sporting Goods Corporation. |
SIGNATURES
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.
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BIG 5 SPORTING GOODS CORPORATION |
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(Registrant)
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Date:
June 7, 2011 |
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/s/ Steven G. Miller |
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Steven G. Miller |
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President and Chief Executive Officer |
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exv99w1
Exhibit 99.1
Contact:
Big 5 Sporting Goods Corporation
Barry Emerson
Sr. Vice President and Chief Financial Officer
(310) 536-0611
ICR, Inc.
John Mills
Senior Managing Director
(310) 954-1105
BIG 5 SPORTING GOODS CORPORATION ANNOUNCES APPOINTMENT OF
NEW SENIOR VICE PRESIDENT, BUYING
EL SEGUNDO, Calif., June 7, 2011 Big 5 Sporting Goods Corporation (NASDAQ: BGFV), a leading
sporting goods retailer, today announced that Boyd O. (Bud) Clark has been appointed Senior Vice
President, Buying, effective August 1, 2011. Thomas J. Schlauch, who has served in that role for
19 years, has resigned from the position effective August 1.
Mr. Clark brings 35 years of retail experience, including 30 years as a buyer or merchandise
manager. Mr. Clark has served in the Companys Buying Department since 1992, and as Vice
President, Buying, for the last 12 years. Prior to joining the Company, Mr. Clark was a buyer and
divisional merchandise manager at another regional retailer and an independent manufacturer sales
representative in the sporting goods industry.
Steven G. Miller, the Companys Chairman, President and Chief Executive Officer, stated, We are
excited to have Bud lead our buying and merchandising team as we continue our efforts to align our
product offering with todays consumer. With his wealth of experience and as a highly respected
buyer in our industry, he has an ideal background to direct Big 5 Sporting Goods buying and
merchandising programs. I am confident that Bud will be instrumental as we move forward with our
business plan to deliver profitable growth.
Mr. Schlauch has served Big 5 Sporting Goods in various capacities for 44 years. The Company
intends to enter into an agreement with him under which he will provide transition services and
assist in special projects for the Company.
Mr. Miller stated, We are grateful to Tom for all of his contributions to our company over the
past 44 years. During his tenure, we have grown our store base from just 11 stores in California
to 396 stores in 12 states, and have grown annual revenue to nearly $900 million. I am pleased at
the prospect of Tom continuing to assist us through this transition and being available to engage
in special projects as we move forward under new leadership in our Buying Department.
About Big 5 Sporting Goods Corporation
Big 5 is a leading sporting goods retailer in the western United States, operating 396 stores in 12
states under the Big 5 Sporting Goods name. Big 5 provides a full-line product offering in a
traditional sporting goods store format that averages 11,000 square feet. Big 5s product mix
includes athletic shoes, apparel and accessories, as well as a broad selection of outdoor and
athletic equipment for team sports, fitness, camping, hunting, fishing, tennis, golf, snowboarding
and roller sports.
Except for historical information contained herein, the statements in this release are
forward-looking and made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and
uncertainties and other factors that may cause Big 5s actual results in current or future periods
to differ materially from forecasted results. Those risks and uncertainties include, among other
things, continued or worsening weakness in the consumer spending environment and the U.S. financial
and credit markets, the competitive environment in the sporting goods industry in general and in
Big 5s specific market areas, inflation, product availability and growth opportunities, seasonal
fluctuations, weather conditions, changes in cost of goods, operating expense fluctuations,
litigation risks, disruption in product flow, changes in interest rates, credit availability, and
higher costs associated with sources of credit resulting from uncertainty in financial markets and
economic conditions in general. Those and other risks and uncertainties are more fully described in
Big 5s filings with the Securities and Exchange Commission, including its Annual Report on Form
10-K for the fiscal year ended January 2, 2011 and its Quarterly Report on Form 10-Q for the fiscal
quarter ended April 3, 2011. Big 5 conducts its business in a highly competitive and rapidly
changing environment. Accordingly, new risk factors may arise. It is not possible for management to
predict all such risk factors, nor to assess the impact of all such risk factors on Big 5s
business or the extent to which any individual risk factor, or combination of factors, may cause
results to differ materially from those contained in any forward-looking statement. Big 5
undertakes no obligation to revise or update any forward-looking statement that may be made from
time to time by it or on its behalf.
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