Attached files
| file | filename |
|---|---|
| EX-99.1 - EX.99.1 - APRIL 2010 MONTHLY OPERATING REPORT - FINLAY ENTERPRISES INC /DE | mm06-0110_8ke991mor.htm |
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
1, 2010
|
|
Finlay
Enterprises, Inc.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
0-25716
|
13-3492802
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
1350
Avenue of the Americas, New York, New York
|
10019
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code
|
(212)
661-7803
|
|
Not
Applicable
|
|
(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:
|
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
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item 5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
(b) Effective
May 31, 2010, Bruce Zurlnick was formally terminated from his position as Senior
Vice President, Treasurer and Chief Financial Officer of Finlay Enterprises,
Inc. (the “Registrant”)
and the Registrant’s wholly-owned subsidiary, Finlay Fine Jewelry Corporation
(“Finlay Fine
Jewelry”). Going forward, Mr. Zurlnick will continue to
perform these functions for the Registrant and Finlay Fine Jewelry as an
independent contractor.
|
Item 7.01.
|
Regulation FD
Disclosure
|
On May 28, 2010, the Registrant and
Finlay Fine Jewelry (together with the Registrant, the “Debtors”) filed their
unaudited monthly operating report for the fiscal month ended May 1, 2010 (the
“Monthly Operating
Report”), with the United States Bankruptcy Court for the Southern
District of New York (the “Bankruptcy Court”) (In re Finlay Enterprises
Inc., Case No. 09-14873 (JMP)). A copy of the Monthly Operating Report is
contained in the attached Exhibit 99.1 and is incorporated herein by
reference.
Cautionary
Statement Regarding Financial and Operating Data
The Registrant cautions investors and
potential investors not to place undue reliance upon the information contained
in the Monthly Operating Report, which was not prepared for the purpose of
providing the basis for an investment decision relating to any of the securities
of the Registrant. The Monthly Operating Report has been prepared solely for the
purpose of complying with the Operating Guidelines
and Reporting Requirements for Debtors in Possession and Trustees (Revised
2/1/08) established by the Office of the United States Trustee for the Southern
District of New York in accordance with 28 U.S.C. § 586(a)(3). The
Monthly Operating Reports is limited in scope and only covers a limited time
period.
The financial statements in the Monthly
Operating Report were not audited or reviewed by independent accountants and
were not prepared in accordance with accounting principles generally accepted in
the United States of America (GAAP). The Monthly Operating Report presents
condensed financial information of the Debtors.
There can be no assurance that, from
the perspective of an investor or potential investor in the Registrant’s
securities, the Monthly Operating Report is complete. The Monthly Operating
Report may be subject to future adjustment and reconciliation. The Monthly
Operating Report also contains information for periods which are shorter or
otherwise different from those required in the Registrant’s reports pursuant to
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such
information might not be indicative of the Registrant’s financial condition or
operating results for the period that would be reflected in the Registrant’s
financial statements or in its reports pursuant to the Exchange Act. The
information set forth in the Monthly Operating Report should not be viewed as
indicative of future results.
The Monthly Operating Report and
additional information about the Registrant’s filing under chapter 11 of title
11 of the United States Code, including access to court documents and other
general information about the chapter 11 cases, are available online at the
Registrant’s case administration website located at
http://chapter11.epiqsystems.com/finlay.
Limitation
on Incorporation by Reference
In accordance with General Instruction
B.2 of Form 8-K, the information in this Item 7.01 is being furnished for
informational purposes only and shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as otherwise
expressly stated in such filing. The filing of this Form 8-K shall not be deemed
an admission as to the materiality of any information herein that is required to
be disclosed solely by Regulation FD.
2
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Item 9.01.
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Financial
Statements and Exhibits
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(d) Exhibits.
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Exhibit
Number
|
Description
|
|
|
99.1
|
Finlay
Enterprises, Inc. Monthly Operating Report for the fiscal month ended May
1, 2010, filed with the United States Bankruptcy Court for the Southern
District of New York.
|
|
Forward-Looking
Statements
This Form 8-K may contain
“forward-looking statements” which are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Words such
as “will,” “expects,” “believes”, “may” and similar expressions are used to
identify these forward-looking statements. Such forward-looking statements are
based on the Registrant’s current expectations and beliefs, are not a guarantee
of future performance and involve known and unknown risks, uncertainties and
other factors. Actual results, performances or achievements may differ
materially from those contained in, or implied by, these forward-looking
statements, depending upon a variety of factors including, in particular, the
risks and uncertainties described in the Registrant’s filings with the
Securities and Exchange Commission. Factors that could cause actual results to
differ materially from those projected in such forward-looking statements
include, without limitation: (i) the Registrant’s ability to obtain court
approval with respect to motions in the chapter 11 proceedings; (ii) Bankruptcy
Court rulings in the chapter 11 cases and the outcome of the proceedings in
general; (iii) risks associated with third party motions in the chapter 11
proceedings, and (iv) the impact of uncertainties of litigation as well as other
risks described under “Risk Factors” and elsewhere in the Registrant’s Annual
Report on Form 10-K and subsequent filings with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The
Registrant undertakes no obligation to release publicly any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events. The
inclusion of any statement in this Form 8-K does not constitute an admission by
the Registrant or any other person that the events or circumstances described in
such statement are material.
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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FINLAY
ENTERPRISES, INC.
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Date:
June 1, 2010
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By:
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/s/
Bruce E. Zurlnick
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Bruce
E. Zurlnick
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Senior
Vice President, Treasurer and Chief Financial Officer
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