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): May 29, 2008
BIG LOTS,
INC.
(Exact
name of registrant as specified in its charter)
Ohio
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1-8897
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06-1119097
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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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300
Phillipi Road, Columbus, Ohio 43228
(Address
of principal executive offices) (Zip Code)
(614)
278-6800
(Registrant’s
telephone number, including area code)
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:
£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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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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£
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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
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Results
of Operations and Financial
Condition.
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On May
29, 2008, Big Lots, Inc. (“we,” “us” or “our”) issued a press release and
conducted a conference call, both of which reported our unaudited results for
the first quarter of fiscal 2008, provided initial guidance for the second
quarter for fiscal 2008, and updated guidance for fiscal 2008. The
press release and conference call both included “non-GAAP financial measures” as
that term is defined by Rule 101 of Regulation G (17 CFR Part 244) and Item 10
of Regulation S-K (17 CFR Part 229). Specifically, the following
non-GAAP financial measures were included: (i) adjusted selling and
administrative expenses; (ii) adjusted operating profit; (iii) adjusted income
from continuing operations before income taxes; (iv) adjusted income tax
expense; (v) adjusted income from continuing operations; (vi) adjusted net
income; and (vii) adjusted earnings per common share – basic and diluted – for
continuing operations and net income.
These
non-GAAP financial measures exclude from the most directly comparable financial
measures calculated and presented in accordance with accounting principles
generally accepted in the United States of America (“GAAP”) first quarter of
fiscal 2007 income from continuing operations of $2.4 million related to the
receipt of proceeds from insurance claims filed as a result of hurricanes
occurring in 2005. As required by Rule 100 of Regulation G and Item
10 of Regulation S-K, the press release, which was posted in the Investor
Relations section of our website and referred to during the conference call,
contained a presentation of the most directly comparable financial measures
calculated and presented in accordance GAAP and a reconciliation of the
differences between the non-GAAP financial measures and the most directly
comparable financial measures calculated and presented in accordance with
GAAP.
Our
management believes that the disclosure of these non-GAAP financial measures
provides useful information to investors because the non-GAAP financial measures
present an alternative and more relevant method for measuring our operating
performance, excluding special items included in the most directly comparable
GAAP financial measures, that our management believes is more indicative of our
ongoing operating results and financial condition. Our management
uses these non-GAAP financial measures, along with the most directly comparable
GAAP financial measures, in evaluating our operating performance.
Non-GAAP
financial measures should not be considered in isolation from, or as a
substitute for, financial information presented in accordance with
GAAP. Non-GAAP financial measures as reported by us may not be
comparable to similarly titled items reported by other companies.
Attached
as exhibits to this Form 8-K are copies of our May 29, 2008 press release
(Exhibit 99.1) and the transcript of our May 29, 2008 conference call (Exhibit
99.2), including information concerning forward-looking statements and factors
that may affect our future results. The information in Exhibits 99.1
and 99.2 is being furnished, not filed, pursuant to Item 2.02 of this Form
8-K. By furnishing the information in this Form 8-K and the attached
exhibits, we are making no admission as to the materiality of any information in
this Form 8-K or the exhibits.
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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(e) On May 29,
2008, our shareholders approved amendments to the Big Lots 2005 Long-Term
Incentive Plan (“2005 Incentive Plan”). The amendments:
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·
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Permit
independent, non-management members of our Board of Directors (“outside
directors”) to be eligible to participate in the 2005 Incentive
Plan;
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·
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Add
2,100,000 common shares to the total number of our common shares reserved
and available for distribution pursuant to awards granted under the 2005
Incentive Plan;
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·
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Ensure
that any award made under the 2005 Incentive Plan that constitutes
deferred compensation for purposes of Section 409A of the Internal Revenue
Code is paid in accordance with the requirements of Section
409A;
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·
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Require
that equitable antidilutive adjustments be made in the event of certain
changes affecting us (e.g., a merger, spin-off or reorganization) or our
capital structure (e.g., a stock split, stock dividend or
recapitalization);
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·
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Allow
participants one year from the date of their termination of service to
exercise all vested non-qualified stock options and stock appreciation
rights;
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·
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Change
the way we administer awards; and
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·
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Update
and clarify certain performance criteria and adjustment categories and add
a new adjustment category.
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The
amendments were effective upon our receiving shareholder approval on May 29,
2008. This summary is qualified in its entirety by reference to the
full text of the 2005 Incentive Plan, as amended and restated, which is attached
to this Form 8-K as Exhibit 10.1.
On May
29, 2008, in connection with our receiving shareholder approval of the
amendments to the 2005 Incentive Plan, our Board of Directors terminated the Big
Lots, Inc. Amended and Restated Director Stock Option Plan (“Director Stock
Option Plan”) effective May 30, 2008. No additional awards may be
made under the Director Stock Option Plan. The termination of the
Director Stock Option Plan will have no effect on awards made under the Director
Stock Option Plan prior to its termination.
Also on
May 29, 2008, our Board of Directors, following the recommendation of the
Nominating/Corporate Governance Committee, amended the compensation package
provided to the outside directors. Specifically, the equity
compensation provided annually to each outside director changed from (i) 10,000
of our common shares underlying a non-qualified stock option issued under the
Director Stock Option Plan to (ii) a restricted stock award issued under the
2005 Incentive Plan having a grant date fair value equal to
$75,000. This summary is qualified in its entirety by reference to
the presentation of the current Big Lots, Inc. Non-Employee Director
Compensation Package attached to this Form 8-K as Exhibit 10.2.
On June
2, 2008, the outside directors’ annual equity compensation was granted under the
2005 Incentive Plan. These restricted stock awards are subject to the
Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award Agreement for
Outside Directors, the form of which is filed herewith as Exhibit
10.3.
Item
9.01
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Financial
Statements and Exhibits.
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Exhibits
marked with an asterisk (*) are filed herewith. Exhibits 10.1 through
10.3 are management contracts or compensatory plans or
arrangements.
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Big
Lots 2005 Long-Term Incentive Plan, as amended and restated effective May
29, 2008.
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Big
Lots, Inc. Non-Employee Director Compensation Package, effective May
2008.
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Form
of Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award Agreement
for Outside Directors.
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Big
Lots, Inc. press release dated May 29,
2008.
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Big
Lots, Inc. conference call transcript dated May 29,
2008.
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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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BIG
LOTS, INC.
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Dated: June
4, 2008
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By:
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/s/ Charles W. Haubiel
II
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Charles
W. Haubiel II
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Senior
Vice President, Legal and Real Estate,
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General
Counsel and Corporate Secretary
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