form8k.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): October 13,
2009
PriceSmart,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-22793
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33-0628530
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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9740
Scranton Road, San Diego, CA 92121
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
telephone number, including area code: (858) 404-8800
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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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PriceSmart
Announces Resignation of Director and Election of New Director
On
October 13, 2009, PriceSmart, Inc. (the “Company”) announced that Murray L.
Galinson will resign from the Company’s Board of Directors (the “Board”)
effective October 15, 2009. Mr. Galinson remains a significant
stockholder of the Company and continues to have a positive and friendly
relationship with the Board and Company management.
The Board
has resolved to elect Edgar A. Zurcher to the Board effective October 15, 2009
to fill the vacancy that will arise following Mr. Galinson’s
resignation. There are no arrangements or understandings between Mr.
Zurcher and any other person pursuant to which he was elected to serve on the
Board. Mr. Zurcher has not been assigned to any committee of the
Board.
Mr. Zurcher served as a director of the
Company from November 2000 to February 2008. Mr. Zurcher has been a
partner in the law firm Zurcher, Odio & Raven in Costa Rica since 1980,
which the Company uses in certain legal matters. Mr. Zurcher is
also President of PLP, S.A., as well as a director of Payless ShoeSource
Holdings, Ltd. (“Payless Shoes”). PLP, S.A. owns 40% of Payless Shoes which
rents retail space from PriceSmart. During fiscal year 2009 PriceSmart recorded
approximately $992,403 in rental income from Payless Shoes. Additionally, Mr.
Zurcher is a director of Molinos de Costa Rica Pasta and Roma S.A. dba
Roma Prince S.A. During fiscal year 2009 PriceSmart purchased
products from those entities for which PriceSmart paid $234,598 and
$3,760,585, respectively.
As a
non-employee director, Mr. Zurcher is entitled to receive cash compensation and
grants of stock options in accordance with the arrangements in effect for
non-employee directors of the Company. In addition, Mr. Zurcher will be
reimbursed for travel expenses incurred in attending Company board
meetings.
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.
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Date:
October 13, 2009
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/S/ JOHN
M. HEFFNER
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John
M. Heffner
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Executive
Vice President and Chief Financial Officer
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(Principal
Financial Officer and
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Chief
Accounting Officer)
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