UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
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) |
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)) |
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 |
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 Nasdaqs 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 Staffs 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 Nasdaqs Office of Listing Qualifications Hearings. There can be no assurance that the Panel will grant the Companys 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. |
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 | ||||
Exhibit 99.1
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 Nasdaqs 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 Companys 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 Companys 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 Companys common stock will be BGFVE.
The Company intends to appeal the Staffs 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 Nasdaqs Office of Listing Qualifications Hearings. There can be no assurance that the Panel will grant the Companys 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 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 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 5s 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 5s 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 5s 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.