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EX-99.1 - EX-99.1 - CLAIRES STORES INCd307491dex991.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): February 27, 2012

 

 

Claire’s Stores, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   333-148108   59-0940416
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

2400 West Central Road, Hoffman Estates, Illinois   60192
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (847) 765-1100

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 (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 8.01. Other Events.

On February 27, 2012, the Company issued a press release announcing its intention to offer additional 9.00% senior secured first lien notes due 2019 in an offering pursuant to Rule 144A and Regulation S under the Securities Act. The additional notes will be of the same series as the $400 million aggregate principal amount of 9.00% Senior Secured First Lien Notes due 2019. The closing of the $400 million Notes sold February 13, 2012 is scheduled for February 28, 2012. Pursuant to Rule 135c under the Securities Act, a copy of the press release announcing this intent is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The notes have not been registered under the Securities Act and may not be offered or sold within the United States or to U.S. persons, except to “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

  Exhibit 99.1         Claire’s Stores, Inc. Press Release dated February 27, 2012

 

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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.

 

    Claire’s Stores, Inc.
Date: February 27, 2012     By:   /s/    J. Per Brodin        
      Name: J. Per Brodin
      Title: J. Per Brodin

 

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EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Claire’s Stores, Inc. Press Release dated February 27, 2012

 

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