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EX-99.1 - EX-99.1 - BAKERS FOOTWEAR GROUP INCd271629dex991.htm
EX-99.2 - EX-99.2 - BAKERS FOOTWEAR GROUP INCd271629dex992.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): December 13, 2011

 

 

Bakers Footwear Group, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Missouri   000-50563   43-0577980

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

2815 Scott Avenue

St. Louis, Missouri

  63103
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (314) 621-0699

 

 

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. below):

 

¨ 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 (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On December 13, 2011, Bakers Footwear Group, Inc. (the “Company”) issued a press release (the “Press Release”) announcing financial results for the third quarter ended October 29, 2011. A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. The description of the Press Release contained herein is qualified in its entirety by the full text of such exhibit. Also on December 13, 2011, certain members of the Company’s management team held a conference call to discuss earnings and operating results for the quarter ended October 29, 2011. Excerpts from the conference call transcript are furnished as Exhibit 99.2 hereto and are incorporated by reference herein.

Exhibits 99.1 and 99.2 contain forward-looking statements (within the meaning of Section 27(A) of the Securities Act of 1933 and Section 21(E) of the Securities Exchange Act of 1934). The Company has no duty to update such statements. Actual future events and circumstances could differ materially from those set forth in this Current Report, including Exhibits 99.1 and 99.2, due to various factors.

Factors that could cause these conditions not to be satisfied include inability to satisfy debt covenants, material declines in sales trends and liquidity, material changes in capital market conditions or in the Company’s business, prospects, results of operations or financial condition, and other risks and uncertainties, including those detailed in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, including those discussed in “Risk Factors,” in “Management’s Discussion and Analysis of Financial Position and Results of Operations” and in Note 2 to the Company’s financial statements, and in the Company’s other filings with the Securities and Exchange Commission.

Item 7.01. Regulation FD Disclosure.

The information set forth under Item 2.02 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits. See Exhibit Index.


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.

 

    BAKERS FOOTWEAR GROUP, INC.
Date: December 14, 2011     By:   /s/ Charles R. Daniel, III
      Charles R. Daniel, III
      Executive Vice President, Chief Financial Officer, Controller, Treasurer and Secretary


EXHIBIT INDEX

 

Exhibit No.

    

Description of Exhibit

  99.1       Press release dated December 13, 2011 relating to results for the quarter ended October 29, 2011.
  99.2       Excerpts from the transcript of the conference call held on December 13, 2011.