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OMB APPROVAL |
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OMB Number: 3235-0060 |
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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) July 26, 2006
P.F. Chang’s China Bistro, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-25123
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86-0815086 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 7676 E. Pinnacle Peak Road, Scottsdale, Arizona
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85255 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (480) 888-3000
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Section 2 – Financial Information
Item 2.02. Results of Operations and Financial Condition.
On July 26, 2006, P.F. Chang’s China Bistro, Inc. (the “Company”) issued a press release describing
selected financial results of the Company for the quarter ended July 2, 2006. Also on July 26,
2006, the Company held its Q2 Earnings Conference Call. The press release and transcript of the Q2
Earnings Conference Call are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and,
in addition to this Report on Form 8-K and pursuant to General Instruction B.2 of Form 8-K, are
being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended.
Section 8 – Other Event
Item 8.01. Others Events
On July 24th, 2006 the Company’s Board of Directors authorized a program to repurchase up to $50
million of the Company’s outstanding shares from time to time in the open market or in private
during the twelve-month period ending July 31, 2007, at prevailing market prices. The Company
intends to initially use cash on hand to repurchase shares under the program.
The Board has also authorized management to negotiate a $50 million revolving credit facility to
provide additional liquidity and offer flexibility in funding the repurchase. J.P. Morgan
Securities, Inc. will act as agent for the Company’s stock repurchase program.
Section 9 – Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit No. |
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Description |
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99.1
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July 26, 2006 Press Release by P.F. Chang’s China Bistro, Inc. |
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99.2
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Transcript of Earnings Conference Call held July 26, 2006 |
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