American Eagle Outfitters, Inc. Form 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)
December 2,
2010
AMERICAN EAGLE OUTFITTERS, INC.
(Exact name of registrant as specified
in its charter)
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Delaware |
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1-33338 |
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13-2721761 |
(State of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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77 Hot Metal Street
Pittsburgh, Pennsylvania
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15203-2329 |
(Address of principal executive offices) |
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(Zip Code) |
(412) 432-3300
(Registrant's telephone number, including area code)
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):
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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)) |
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ITEM 2.02. |
Results of Operations and
Financial Condition |
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The information in this Item
2.02 and Item 7.01 of Form 8-K, including the accompanying exhibits, shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities and Exchange Act of
1934 (the "Exchange Act"), or otherwise subject to the liability of such
section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act, regardless of the
general incorporation language of such filing, except as shall be expressly set
forth by specific reference in such filing.
On December 2, 2010, American Eagle
Outfitters, Inc. (the "Company") issued a press release announcing the Company's November 2010 sales.
Additionally, in this press release, the Company announced
that its Board of Directors declared a
$0.50 per share special cash dividend and a regular quarterly cash dividend of
$0.11 per share. As such, a cash dividend of $0.61 per share will be payable on
December 27, 2010 to stockholders of record at the close of business on
December 13, 2010. Also, the Company's Board of Directors extended the
Company's current remaining share repurchase authorization of 16 million shares through February 2,
2013.
A copy of the press release is
attached hereto as Exhibit 99.1.
The Company's Management issued a recorded
sales commentary on December 2, 2010 to review the
Company's sales results for the month ended November 27, 2010.
A
copy of the sales commentary transcript is attached hereto as Exhibit 99.2.
Additionally, Management provided its fourth quarter 2010 earnings guidance in
both the press release and the commentary.
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ITEM 7.01. |
Regulation FD Disclosure |
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The information provided in
Item 2.02 is incorporated
herein by reference. |
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ITEM 9.01. |
Financial Statements and Exhibits |
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(d) Exhibits |
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Exhibit No. |
Description |
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99.1* |
Press release dated December 2, 2010 |
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99.2* |
November sales
commentary transcript dated December 2, 2010 |
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* Such Exhibit is being "furnished" (not filed) pursuant to
Item 2.02 of the Current Report on Form 8-K. |
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.
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AMERICAN EAGLE OUTFITTERS, INC. |
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(Registrant) |
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| Date:
December 2, 2010 |
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By: |
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/s/Joan Holstein Hilson
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Joan Holstein Hilson |
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Executive Vice President and Chief Financial Officer
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