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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): September 8, 2006
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Conn's, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-50421 06-1672840
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
3295 College Street
Beaumont, Texas
(Address of principal executive 77701
offices) (Zip Code)
Registrant's telephone number, including area code: (409) 832-1696
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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:
[ ] 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))
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Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On August 25, 2006, Conn's, Inc. (the "Company"), following a review with
both the Audit Committee of the Board of Directors (the "Audit Committee") and
the full Board of Directors, issued a press release announcing that the Company
is conducting an internal review of the Company's accounting for its interest in
securitized assets. The Company stated that it believes its interest in such
assets may be understated by as much as $15 million.
On September 8, 2006, based on the conclusions and recommendation of
Company's management, the Company's Audit Committee, in consultation with the
Company's independent accountants, concluded that financial statements of the
Company included in its Annual Report on Form 10-K for the fiscal years ended
January 31, 2006, 2005, and 2004, Quarterly Reports on Form 10-Q for the
quarterly periods filed with respect to each of those fiscal years, and its
Quarterly Report on Form 10-Q for the quarter ended April 30, 2006 should no
longer be relied upon.
The Audit Committee, through its review to evaluate the nature and extent
of any revised accounting treatment that may be required, has also concluded
that a restatement of the Company's previously reported financial results in the
Company's Annual Report on Form 10-K for the fiscal years ended January 31,
2006, 2005 and 2004, the Quarterly Reports on Form 10-Q for the quarterly
periods filed with respect to each of those fiscal years, and its Quarterly
Report on Form 10-Q for the quarter ended April 30, 2006 will be required. As
promptly as practicable the Company intends to file such amendments to any prior
filing that it determines are necessary.
The Audit Committee and management have discussed these matters with the
Company's independent registered public accounting firm, Ernst & Young LLP.
The Company believes, based on current facts and circumstances, that it
will be able to conclude this evaluation, restatement and amendments in order
for the Company to file its Quarterly Report on Form 10-Q for the quarter ended
July 31, 2006 within the required time period with extensions allowed by the
Securities and Exchange Commission rules, but can give no assurance that such
dates will be met.
Forward Looking Statement
This Form 8-K contains forward-looking statements relating to the outcome
of the financial statement restatements and the evaluation thereof. Such
forward-looking statements are based on current expectations, estimates and
projections, management's beliefs, and certain assumptions made by the Company's
management, and there can be no assurance concerning the outcome of the
financial statement restatements or the evaluation. Actual results may differ
materially and restatement for additional periods other than those noted above
could be required. Among the reasons which could cause actual results to differ
materially are: the final conclusions of the audit committee concerning matters
relating to the Company's interest in securitized assets and related accounting
including, the impact of any restatement of financial statements of the Company
or other actions that may be taken or required as a result of such reviews. The
Company's business generally is subject to a number of risks which are described
in the Company's SEC filings including its Annual Report on Form 10-K for the
year ended January 31, 2006. The Company undertakes no obligation to update
forward-looking statements to reflect events or circumstances after the date
thereof.
SIGNATURE
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.
CONN'S, INC.
Date: September 8, 2006 By:
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David L. Rogers
Chief Financial Officer