UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): November 29, 2012
FIVE BELOW, INC.
(Exact Name of Registrant as Specified in Charter)
| Pennsylvania | 001-35600 | 75-3000378 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
1818 Market Street
Suite 1900
Philadelphia, PA 19103
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (215) 546-7909
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 29, 2012, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the thirteen and thirty-nine weeks ended October 27, 2012 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on November 29, 2012 to discuss the financial results.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated November 29, 2012 announcing the Company’s third fiscal quarter 2012 financial results. | |
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.
| Date: November 29, 2012 | By: | /s/ Kenneth R. Bull | ||||||
| Name: | Kenneth R. Bull | |||||||
| Title: | Chief Financial Officer, Secretary and Treasurer | |||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated November 29, 2012 announcing the Company’s third fiscal quarter 2012 financial results. | |