e8vk
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): April 7, 2005


BIG 5 SPORTING GOODS CORPORATION

(Exact name of registrant as specified in charter)


         
Delaware   000-49850   95-4388794
         
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
     
2525 East El Segundo Boulevard,
El Segundo California
  90245
(Address of principal executive offices)   (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):

    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

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Item 9.01. Financial Statements and Exhibits
SIGNATURES
Exhibit 99.1


Table of Contents

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

     On April 7, 2005, Big 5 Sporting Goods Corporation (the “Company”) received notice of a determination by Nasdaq’s Listing Qualifications Staff that the Company fails to comply with the requirements of Nasdaq Marketplace Rule 4310(c)(14) for continued listing due to the delayed filing with the Securities and Exchange Commission of its Annual Report on Form 10-K for the fiscal year ended January 2, 2005 and that its securities are therefore subject to delisting from the Nasdaq National Market. The Company intends to appeal the Staff’s determination to the Nasdaq Listing Qualifications Panel, which will stay the delisting until the appeal has been heard and the Panel has rendered its decision. In connection with this appeal and pursuant to Nasdaq Marketplace Rule 4820, the Company intends to submit a written request for hearing to Nasdaq’s Office of Listing Qualifications Hearings. There can be no assurance that the Panel will grant the Company’s request for continued listing.

     The Company issued a press release on April 8, 2005 regarding this matter. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

     
Exhibit No.   Description
99.1
  Press release, dated April 8, 2005, issued by Big 5 Sporting Goods Corporation.

 


Table of Contents

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.

         
  BIG 5 SPORTING GOODS CORPORATION
 
 
     
  (Registrant)   
       
 

Date: April 8, 2005

         
     
  /s/ Charles P. Kirk    
  Charles P. Kirk   
  Senior Vice President and Chief Financial Officer   
 

 

exv99w1
 

Exhibit 99.1

(BIG 5 SPORTING GOODS LOGO)

 
 

Contacts:
Big 5 Sporting Goods Corporation
Charles Kirk
Sr. Vice President and Chief Financial Officer
(310) 536-0611

John Mills
Integrated Corporate Relations, Inc.
(310) 395-0259

BIG 5 SPORTING GOODS CORPORATION RECEIVES NASDAQ
DELISTING NOTICE DUE TO LATE FILING OF ANNUAL REPORT
ON FORM 10-K, WILL APPEAL

El Segundo, CA – April 8, 2005 – Big 5 Sporting Goods Corporation (Nasdaq: BGFV), a leading sporting goods retailer, today reported that it received a notice of a determination by Nasdaq’s Listing Qualifications Staff that it fails to comply with Nasdaq listing standards set forth in Nasdaq Marketplace Rule 4310(c)(14) due to the delayed filing of its Annual Report on Form 10-K with the Securities and Exchange Commission and that its securities are therefore subject to delisting from the Nasdaq National Market.

The Company had previously announced that its Annual Report on Form 10-K for the fiscal year ended January 2, 2005 would not be filed with the Securities and Exchange Commission on a timely basis due to the work associated with certain restatements of the Company’s prior reported financial statements. As also previously announced, the Company expects to be able to file its Form 10-K within the next few weeks.

As a result of the delay in filing the Form 10-K, effective Monday, April 11, 2005, the fifth character “E” will be appended to the Company’s trading symbol on the Nasdaq Stock Market, indicating that the Company is delinquent in its filings with the Securities and Exchange Commission. Accordingly, the trading symbol for the Company’s common stock will be BGFVE.

The Company intends to appeal the Staff’s determination to the Nasdaq Listing Qualifications Panel, which will stay the delisting until the appeal has been heard and the Panel has rendered its decision. In connection with this appeal and pursuant to Nasdaq Marketplace Rule 4820, the Company intends to submit a written request for hearing to Nasdaq’s Office of Listing Qualifications Hearings. There can be no assurance that the Panel will grant the Company’s request for continued listing.

 


 

About Big 5 Sporting Goods Corporation
Big 5 is a leading sporting goods retailer in the United States, operating 309 stores in 10 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 in-line skating.

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, which may cause Big 5’s actual results in future periods to differ materially from forecasted results. Those risks and uncertainties include, among other things, 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 costs of goods, changes in interest rates and economic conditions in general. Those and other risks are more fully described in Big 5’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K filed on March 12, 2004 and its Quarterly Report on Form 10-Q for the quarter ended September 26, 2004. Big 5 disclaims any obligation to update any such factors or to publicly announce results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.