UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| SEC File Number: | 1-8899, 333-148108, 333-175171 | |||
| CUSIP Number: |
| (Check one): | ¨ Form 10-K | ¨ Form 20-F | ¨ Form 11-K | x Form 10-Q | ¨ Form 10-D | |||||
| ¨ Form N-SAR | ¨ Form N-CSR | |||||||||
| For Period Ended: | July 30, 2016 | |||||||||
| ¨ Transition Report on Form 10-K | ||||||||||
| ¨ Transition Report on Form 20-F | ||||||||||
| ¨ Transition Report on Form 11-K | ||||||||||
| ¨ Transition Report on Form 10-Q | ||||||||||
| ¨ Transition Report on Form N-SAR | ||||||||||
| For the Transition Period Ended: | ||||||||||
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
| Claire’s Stores, Inc. |
| Full Name of Registrant |
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| Former Name if Applicable |
| 2400 West Central Road |
| Address of Principal Executive Office (Street and Number) |
| Hoffman Estates, Illinois 60192 |
| City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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x
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(a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | ||
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
(Attach extra Sheets if Needed)
As previously disclosed, on August 12, 2016, Claire’s Stores, Inc., a Florida corporation (the “Company”), and certain of its affiliates commenced an offer to exchange (the “Exchange Offer”) several series of its outstanding notes for new term loans of the Company and certain of its subsidiaries.
The Exchange Offer has not yet been completed. In light of the expected impact of the Exchange Offer on the Company’s liquidity and capital resources, as well as other aspects of its business and operations, the Company is unable to finalize certain sections to be included in the quarterly report on Form 10-Q for the fiscal period ended July 30, 2016, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors, within the prescribed time period without unreasonable effort or expense. The Company expects to file a quarterly report on Form 10-Q containing the required financial statements as soon as practicable within the extension period.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | |||||||||
| Ron Marshall | 847 | 765-1100 | ||||||||
| (Name) | (Area Code) | (Telephone Number) | ||||||||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). | |||||||||
| x Yes ¨ No | ||||||||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | |||||||||
| ¨ Yes x No | ||||||||||
| If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||||||||||
Claire’s Stores, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date | September 13, 2016 |
By | /s/ Ron Marshall | |||
| Ron Marshall | ||||||
| Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
| ATTENTION | ||||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||||