8-K

 

 

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): November 16, 2017

 

 

RH

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35720   45-3052669

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

15 Koch Road, Suite K, Corte Madera, California   94925
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (415) 924-1005

N/A

(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))

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 2.02. Results of Operations and Financial Condition.

On November 16, 2017, RH held an Investor Day in West Palm Beach, Florida to discuss details of its strategy and outlook, including certain updated guidance for the third quarter, fourth quarter and fiscal 2017 and preliminary fiscal 2018 outlook.

RH has also made available on its website the presentation materials from the Investor Day (the “Presentation Materials”). A copy of the Presentation Materials is attached hereto as Exhibit 99.1. The information concerning historical financial information with respect to the second quarter of fiscal 2017 and the information concerning preliminary guidance, outlook and financial information with respect to the third quarter of fiscal 2017 included in such Presentation Materials are provided under this Item 2.02.

 

Item 7.01. Regulation FD Disclosure.

On November 16, 2017, RH held an Investor Day in West Palm Beach, Florida to discuss details of its strategy and outlook, including certain updated guidance for the third quarter, fourth quarter and fiscal 2017 and preliminary fiscal 2018 outlook.

RH has also made available on its website Presentation Materials. A copy of the Presentation Materials is attached hereto as Exhibit 99.1. All of the information in the Presentation Materials that is not provided under Item 2.02 of this Current Report on Form 8-K is provided under this Item 7.01, including the information concerning preliminary guidance, outlook, strategy and financial information with respect to the fourth quarter of fiscal 2017, fiscal 2017 and fiscal 2018 included in such Presentation Materials.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.		   

Description

99.1    Investor Day presentation, dated November 16, 2017.

The information provided in Items 2.02, 7.01 and 9.01, including Exhibit 99.1, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

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.

 

 

RH

Dated: November 17, 2017

   By:  

/s/ Karen Boone

    Karen Boone
    Co-President, Chief Financial and Administrative Officer