GPS » Topics » (Former name or former address, if changed since last report)

This excerpt taken from the GPS 8-K filed Feb 25, 2010.

(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))

 

 

 


Item 2.02. Results of Operations and Financial Condition

On February 25, 2010, The Gap, Inc. (the “Company”) issued a press release announcing the Company’s earnings for the fourth quarter and fiscal year ended January 30, 2010. A copy of this press release is attached hereto as Exhibit 99.1.

 

Item 7.01. Regulation FD Disclosure

On February 25, 2010, the Company issued a press release announcing the authorization of $1 billion for a share repurchase program, and that it intends to increase its annual dividend per share for fiscal year 2010 from $0.34 to $0.40. A copy of this press release is attached hereto as Exhibit 99.2.

 

Item 9.01. Financial Statements and Exhibits

 

99.1    Press Release dated February 25, 2010 announcing earnings for the fourth quarter and fiscal year ended January 30, 2010.
99.2    Press Release dated February 25, 2010 announcing a share repurchase program and dividend increase.


This excerpt taken from the GPS 8-K filed Nov 19, 2009.

(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))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement

On November 19, 2009, The Gap, Inc. (the “Company”) issued a press release announcing the authorization of $500 million for a new share repurchase program. A copy of this press release is attached hereto as Exhibit 99.1.

Concurrent with this authorization, on November 17, 2009, the Company entered into purchase agreements (the “Agreements”) with certain individual members of the Fisher family: John J. Fisher and Robert J. Fisher (each, a “Seller”). Pursuant to the Agreements, the Company has agreed to buy and each Seller has agreed to sell a number of shares of the Company’s common stock which in the aggregate among both of the Sellers would equal approximately 4% of the total number of shares purchased by the Company pursuant to this new $500 million repurchase program. The purchase price for the shares of the Company’s common stock to be purchased from each Seller will be determined on a monthly basis and will be the weighted average price that the company pays for share repurchases pursuant to this new repurchase program in the open market. Either the Company or the individual Seller may terminate the agreement upon 15 business days notice. The foregoing description of the Agreements is qualified in its entirety by reference to the text of the Agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

 

Item 2.02. Results of Operations and Financial Condition

On November 19, 2009, the Company issued a press release announcing the Company’s earnings for its third fiscal quarter, ended October 31, 2009. A copy of this press release is attached hereto as Exhibit 99.2.

 

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On November 17, 2009, the Company issued a press release announcing the election of William S. Fisher to the Company’s Board of Directors, effective immediately. A copy of this press release is attached hereto as Exhibit 99.3.

Transactions with Related Persons

Under a lease agreement approved by the Audit and Finance Committee of the Company’s Board of Directors, the Company leases a total of approximately 27,000 square feet of space in its One Harrison and Two Folsom San Francisco headquarter locations to Doris F. Fisher, William S. Fisher’s mother, that is used primarily to display portions of her personal art collection. The agreements provide for base rent ranging from $30.00 to $42.35 per square foot per year over a 15-year term. Rental income from this leased space for fiscal 2008 was approximately $1 million. The Company believes that these rental rates were at least competitive when the agreements were entered into. The agreements also provide the Company and its employees significant benefits, including use of the space on a regular basis for corporate functions at no charge.


In February 2008, in connection with the Company’s Board of Directors’ authorization of a $1 billion share repurchase program, the Company entered into purchase agreements with the following individual members of the Fisher family: William S. Fisher, his brothers, John J. Fisher and Robert J. Fisher, and his parents, Doris F. Fisher and Donald G. Fisher. In total, the Company expects that approximately $147 million, or 15%, of the $1 billion share repurchase authorization will be purchased from the Fisher family under these agreements.

On November 17, 2009, in connection with the Company’s Board of Directors’ authorization of a $500 million share repurchase program, the Company entered into purchase agreements with the following individual members of the Fisher family: John J. Fisher and Robert J. Fisher. In total, the Company expects that approximately $20 million, or 4%, of the $500 million share purchase authorization will be purchased from the Fisher family under these agreements.

 

Item 7.01. Regulation FD Disclosure

On November 19, 2009, the Company issued a press release announcing the authorization of $500 million for a new share repurchase program. A copy of this press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

10.1 Purchase Agreement with Robert J. Fisher dated November 17, 2009.

 

10.2 Purchase Agreement with John J. Fisher dated November 17, 2009.

 

99.1 Press Release dated November 19, 2009 announcing new share repurchase program.

 

99.2 Press Release dated November 19, 2009 announcing earnings for the quarter ended October 31, 2009.

 

99.3 Press Release dated November 17, 2009 announcing election of William S. Fisher to the Company’s Board of Directors.


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.

 

  THE GAP, INC.
  (Registrant)
Date: November 19, 2009   By:  

/s/    Sabrina L. Simmons

    Sabrina L. Simmons
    Executive Vice President and Chief Financial Officer


This excerpt taken from the GPS 8-K filed Oct 16, 2009.

(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))

 

 

 


Item 8.01. Other Events

On October 15, 2009, The Gap, Inc. issued a press release announcing that it will be presenting an update on its strategies at an investor update meeting on October 15, 2009. A copy of the press release is attached hereto as Exhibit 99.1

 

Item 9.01. Financial Statements and Exhibits

 

99.1

   Press Release dated October 15, 2009


This excerpt taken from the GPS 8-K filed Aug 20, 2009.

(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))

 

 

 


Item 2.02. Results of Operations and Financial Condition

On August 20, 2009, The Gap, Inc. (the “Company”) issued a press release announcing the Company’s earnings for the second quarter ended August 1, 2009. A copy of this press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

99.1    Press Release dated August 20, 2009


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.

 

        THE GAP, INC.
    (Registrant)
Date: August 20, 2009     By:  

/s/    Sabrina L. Simmons

      Sabrina L. Simmons
      Executive Vice President and Chief Financial Officer


This excerpt taken from the GPS 8-K filed May 21, 2009.

(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))

 

 

 


Item 2.02. Results of Operations and Financial Condition

On May 21, 2009, The Gap, Inc. (the “Company”) issued a press release announcing the Company’s earnings for the first quarter ended May 2, 2009. A copy of this press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

99.1    Press Release dated May 21, 2009


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.

 

   

THE GAP, INC.

(Registrant)

Date: May 21, 2009     By:   /s/ Sabrina L. Simmons
     

Sabrina L. Simmons

Executive Vice President and Chief Financial Officer


This excerpt taken from the GPS 8-K filed Feb 26, 2009.

(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))

 

 

 


Item 2.02. Results of Operations and Financial Condition

On February 26, 2009, the Company issued a press release announcing the Company’s earnings for the fourth quarter ended January 31, 2009. A copy of this press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

99.1    Press Release dated February 26, 2009


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.

 

    THE GAP, INC.
    (Registrant)
Date: February 26, 2009     By:   /s/ Sabrina L. Simmons
        Sabrina L. Simmons
        Executive Vice President and Chief Financial Officer


This excerpt taken from the GPS 8-K filed Nov 20, 2008.

(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))

 

 

 


Item 2.02. Results of Operations and Financial Condition

On November 20, 2008, the Company issued a press release announcing the Company’s earnings for the third quarter ended November 1, 2008. A copy of this press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

99.1    Press Release dated November 20, 2008
 


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.

 

   

THE GAP, INC.

(Registrant)

Date: November 20, 2008     By:   /s/ Sabrina L. Simmons
        Sabrina L. Simmons
        Executive Vice President and Chief Financial Officer


This excerpt taken from the GPS 8-K filed Oct 28, 2008.

(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))

 

 

 


Item 8.01. Other Events

Attached as Exhibit 100 to this Current Report on Form 8-K are the following financial statements from The Gap, Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the quarter ended May 3, 2008, filed with the Securities and Exchange Commission on June 10, 2008, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of May 3, 2008, February 2, 2008, and May 5, 2007; (ii) the Consolidated Statements of Earnings for the quarters ended May 3, 2008 and May 5, 2007; and (iii) the Consolidated Statements of Cash Flows for the quarters ended May 3, 2008 and May 5, 2007. Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial and other information contained in the XBRL documents are unaudited and that these are not the official publicly filed financial statements of the Company. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on the information in this Current Report on Form 8-K, including Exhibit 100, in making investment decisions.

In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

100    The following materials from The Gap, Inc.’s Quarterly Report on Form 10-Q for the quarter ended May 3, 2008, filed on June 10, 2008, formatted in XBRL: (i) the Consolidated Balance Sheets as of May 3, 2008, February 2, 2008, and May 5, 2007; (ii) the Consolidated Statements of Earnings for the quarters ended May 3, 2008 and May 5, 2007; and (iii) the Consolidated Statements of Cash Flows for the quarters ended May 3, 2008 and May 5, 2007.


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.

 

   

THE GAP, INC.

(Registrant)

Date: October 28, 2008     By:   /s/ Sabrina L. Simmons
     

Sabrina L. Simmons

Executive Vice President and Chief Financial Officer


This excerpt taken from the GPS 8-K filed Oct 16, 2008.

(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))

 

 

 


Item 8.01. Other Events

On October 16, 2008, The Gap, Inc. issued a press release outlining the business strategies and growth opportunities discussed at an investor update meeting on October 16, 2008. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

99.1    Press Release dated October 16, 2008


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.

 

    THE GAP, INC.
    (Registrant)
Date: October 16, 2008     By:   /s/ Sabrina L. Simmons
        Sabrina L. Simmons
        Executive Vice President and
            Chief Financial Officer


This excerpt taken from the GPS 8-K filed Aug 21, 2008.

(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))

 

 

 


Item 2.02. Results of Operations and Financial Condition

On August 21, 2008, the Company issued a press release announcing the Company’s earnings for the second quarter ended August 2, 2008. A copy of this press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

99.1   Press Release dated August 21, 2008


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.

 

    THE GAP, INC.
    (Registrant)
Date: August 21, 2008     By:   /s/ Sabrina L. Simmons
        Sabrina L. Simmons
        Executive Vice President and Chief Financial Officer


This excerpt taken from the GPS 8-K filed May 22, 2008.

(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))

 

 

 


Item 2.02. Results of Operations and Financial Condition

On May 22, 2008, the Company issued a press release announcing the Company’s earnings for the first quarter ended May 3, 2008. A copy of this press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

99.1    Press Release dated May 22, 2008


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.

 

    THE GAP, INC.
    (Registrant)
Date: May 22, 2008     By:   /s/ Sabrina L. Simmons
      Sabrina L. Simmons
     

Executive Vice President and

    Chief Financial Officer


This excerpt taken from the GPS 8-K filed Feb 28, 2008.

(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))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement

On February 28, 2008, The Gap, Inc. (the “Company”) issued a press release announcing the authorization of an additional $1 billion for the Company’s share repurchase program. A copy of this press release is attached hereto as Exhibit 99.2.

Concurrent with this authorization, on February 27, 2008, the Company entered into purchase agreements (the “Agreements”) with individual members of the Fisher family: John J. Fisher, William S. Fisher, Robert J. Fisher, and Donald and Doris Fisher (each, a “Seller”). Pursuant to the agreements, the Company has agreed to buy and each Seller has agreed to sell a number of shares of the Company’s common stock which in the aggregate among all of the Sellers would equal approximately 16% of the total number of shares purchased by the Company pursuant to its $1 billion repurchase program. The purchase price for the shares of the Company’s common stock to be purchased from each Seller will be determined on a monthly basis and will be the weighted average price that the company pays for share repurchases pursuant to its repurchase program in the open market. Either the Company or the individual Seller may terminate the agreement upon 15 business days notice. The foregoing description of the Agreements is qualified in its entirety by reference to the text of the Agreements, copies of which are filed as Exhibits 10.1 through 10.4 to this Current Report on Form 8-K.

 

Item 2.02. Results of Operations and Financial Condition

On February 28, 2008, the Company issued a press release announcing the Company’s earnings for the fourth quarter and fiscal year ended February 2, 2008. A copy of this press release is attached hereto as Exhibit 99.1.

 

Item 7.01. Regulation FD Disclosure

On February 28, 2008, the Company issued a press release announcing the authorization of an additional $1 billion for the Company’s existing share repurchase program. A copy of this press release is attached hereto as Exhibit 99.2.

 

Item 9.01. Financial Statements and Exhibits

 

10.1    Purchase Agreement with Donald G. Fisher and Doris F. Fisher dated February 27, 2008.
10.2    Purchase Agreement with John J. Fisher dated February 27, 2008.
10.3    Purchase Agreement with Robert J. Fisher dated February 27, 2008.
10.4    Purchase Agreement with William S. Fisher dated February 27, 2008.
99.1    Press Release dated February 28, 2008 announcing earnings for the quarter and fiscal year ended February 2, 2008.
99.2    Press Release dated February 28, 2008 announcing increase in share repurchase program.


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.

 

      THE GAP, INC.
(Registrant)
Date:   February 28, 2008     By:   /s/ Sabrina L. Simmons
        Sabrina L. Simmons
        Executive Vice President and
Chief Financial Officer


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