Table of Contents
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 25, 2011
BIG 5 SPORTING GOODS CORPORATION
(Exact name of registrant as specified in charter)
| Delaware (State or Other Jurisdiction of Incorporation) |
000-49850 (Commission File Number) |
95-4388794 (IRS Employer Identification No.) | ||
| 2525 East El Segundo Boulevard, El Segundo, California (Address of principal executive offices) |
90245 (Zip Code) | |||
Registrant’s 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):
¨ 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 (7 CFR 240.13e-4(c))
Table of Contents
Table of Contents
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On October 25, 2011, the Board of Directors of Big 5 Sporting Goods Corporation (the “Company”) was expanded to seven directors, and the Board appointed Dominic DeMarco as a Class A Director to fill the resulting vacancy on the Board. Accordingly, Mr. DeMarco’s current term will expire at the Company’s 2012 annual meeting of stockholders. Mr. DeMarco also has been appointed to serve on the Compensation Committee of the Company’s Board of Directors and will be permitted to attend and observe meetings of the Audit Committee and the Nominating Committee. The Board has determined that Mr. DeMarco satisfies the requirements for independence set forth in Marketplace Rule 4200(a)(15) of the Nasdaq National Market’s listing standards.
Mr. DeMarco, 40, currently serves as Director, Co-Chief Investment Officer and Chief Compliance Officer for Stadium Capital Management, LLC (“Stadium Capital”), an investment advisory firm. Mr. DeMarco joined Stadium Capital in 1999 as an Associate. Prior to that, he was an Associate at Goldman Sachs Group, where he evaluated corporate, high yield and mortgage-backed debt, as well as derivatives for large institutional investors. Also at Goldman, Mr. DeMarco assisted in the structuring of corporate debt and derivative transactions on behalf of Canadian corporate and government entities. Mr. DeMarco is a graduate of Stanford University and the Stanford University Graduate School of Business.
There are no arrangements or understandings between Mr. DeMarco and any other person(s) pursuant to which he was selected as a director. However, Stadium Capital requested that the Company consider Mr. DeMarco for appointment to the Board. Stadium Capital’s affiliated funds have been shareholders of the Company since 2006 and, taken together, are the Company’s largest current shareholder.
Since the beginning of the Company’s last fiscal year, there was no transaction or series of similar transactions, nor is there any currently proposed transaction or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. DeMarco, or members of his immediate family, had or will have a direct or indirect material interest.
Concurrently with his appointment to the Board, Mr. DeMarco was granted options to purchase 10,000 shares of the Company’s common stock at a price of $7.56 per share. The options were issued under the Company’s Amended and Restated 2007 Equity and Performance Incentive Plan.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release regarding the appointment of Mr. DeMarco on October 25, 2011. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release, dated October 25, 2011, issued by Big 5 Sporting Goods Corporation. |
Table of Contents
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.
| BIG 5 SPORTING GOODS CORPORATION | ||||||
| (Registrant) | ||||||
| Date: October 26, 2011 | ||||||
| /s/ Barry D. Emerson | ||||||
|
| ||||||
| Barry D. Emerson | ||||||
| Senior Vice President, Chief Financial Officer and Treasurer |
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 APPOINTS DOMINIC DEMARCO TO BOARD OF DIRECTORS
EL SEGUNDO, Calif., October 25, 2011 — Big 5 Sporting Goods Corporation (NASDAQ: BGFV), a leading sporting goods retailer, today announced that it has appointed Dominic DeMarco to serve on its board of directors, thereby expanding the board to seven members. Mr. DeMarco is Director, Co-Chief Investment Officer and Chief Compliance Officer for Stadium Capital Management, LLC, an investment advisory firm whose affiliated funds have been shareholders of the Company since 2006 and taken together are the Company’s largest current shareholder.
“We have had a positive relationship with Stadium Capital over the five years they have been invested in our Company and are pleased to have Mr. DeMarco join our board of directors,” said Steven G. Miller, the Company’s Chairman, President and Chief Executive Officer. “We believe that Dominic’s 19 years of financial experience and his position with Stadium Capital will provide additional institutional investor perspective to our board and management team, and we look forward to working with him.”
Mr. DeMarco joined Stadium Capital in 1999 as an Associate. Prior to that, he was an Associate at Goldman Sachs Group, where he evaluated corporate, high yield and mortgage-backed debt, as well as derivatives for large institutional investors. Also at Goldman, Mr. DeMarco assisted in the structuring of corporate debt and derivative transactions on behalf of Canadian corporate and government entities. Mr. DeMarco is a graduate of Stanford University and the Stanford University Graduate School of Business.
Mr. DeMarco commented, “As a long-term shareholder, Stadium Capital appreciates Big 5’s established business model, and we believe that our financial expertise and perspective as a large shareholder will help further the Company’s efforts to drive earnings growth and enhance shareholder value.”
About Big 5 Sporting Goods Corporation
Big 5 is a leading sporting goods retailer in the western United States, operating 400 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 5’s 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 5’s 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 5’s 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 5’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended January 2, 2011 and Quarterly Report on Form 10-Q for the fiscal quarter ended July 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 5’s 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.
# # #