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
February
27, 2006
(Date of
Report, date of earliest event reported)
Stage
Stores, Inc.
(Exact
name of registrant as specified in its charter)
1-14035
(Commission
File Number)
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NEVADA
(State
or other jurisdiction of incorporation) |
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91-1826900
(I.R.S.
Employer Identification No.) |
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10201
Main Street, Houston, Texas
(Address
of principal executive offices) |
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77025
(Zip
Code) |
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(800)
579-2302
(Registrant's
telephone number, including area code)
Not
Applicable
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting
material pursuant to rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-12 under the Exchange Act (17 CFR
240.14d-2(b)) |
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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
3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing |
On
February 27, 2006, Stage Stores, Inc. (the "Company") applied for listing of its
common stock on the New York Stock Exchange (the "NYSE"). The Company
anticipates that its common stock will begin trading on the NYSE on March 16,
2006, under the symbol "SSI".
The
Company's common stock has traded on the NASDAQ National Market under the symbol
"STGS" since January 8, 2002. The Company's Series A and Series B Warrants,
which have also traded on the NASDAQ National Market under the symbols "STGSW"
and "STGSZ, respectively, will remain listed on NASDAQ and will not be
transferred to the NYSE since they will expire on August 23, 2006.
While the
Company has enjoyed an excellent relationship with NASDAQ, the Company believes
that the listing of its common stock on the NYSE will increase the Company's
visibility, reduce trading volatility, and offer more efficient
pricing.
A copy of
the Company's News Release announcing that it has applied for listing on the
NYSE is attached to this Form 8-K as Exhibit 99.1.
Acquisition
of B.C. Moore & Sons, Incorporated.
On
February 27, 2006, the Company completed its previously announced acquisition of
privately held B.C. Moore & Sons, Incorporated ("B.C. Moore") for
approximately $37.0 million in cash. In purchasing B.C. Moore, the Company
acquired 78 retail locations, which are located in small markets throughout
Alabama, Georgia, North Carolina and South Carolina. The Company's integration
plan calls for 69 of the acquired locations to be converted into Peebles stores,
and the remaining 9 locations will be closed. The Company believes that the
acquisition expands and strengthens the Company's position in the Southeastern
United States, and is consistent with its corporate strategy of increasing the
concentration of its store base into smaller and more profitable
markets.
A copy of
the Company's News Release announcing completion of the acquisition of B.C.
Moore is attached to this Form 8-K as Exhibit 99.2.
Senior
Executive Promotions.
On
February 28, 2006, the Company announced the promotions of two of its senior
executives.
Dennis
Abramczyk has been promoted to the position of Executive Vice President, Chief
Operating Officer of the Peebles Division, located in South Hill, Virginia. Mr.
Abramczyk joined the Company in March of 1999, and was previously Executive Vice
President, General Merchandise Manager for the Company's men's, young men's,
children's, footwear and intimate apparel departments. He will report to Andy
Hall, the Company's President and COO, and will be responsible for all
operations of the Peebles Division, including merchandising, marketing, planning
and allocation, and store operations. Mr.
Abramczyk will play a key role in the continuing development and growth of the
Peebles Division, as well as in the integration of the Company's acquired B.C.
Moore stores.
Cinny
Murray has been promoted to the new position of Executive Vice President, Chief
Merchandising Officer of the Stage Division. In her new capacity, she will
oversee all of the Stage Division's merchandising, and planning and allocation
functions. Ms. Murray joined the Company in August of 2004, as Executive Vice
President, General Merchandise Manager of misses sportswear, junior sportswear,
special sizes, accessories, cosmetics, dresses, and home décor departments. She
will also report to Mr. Hall.
A copy of
the Company's News Release announcing the promotions of two of its senior
executives is attached to this Form 8-K as Exhibit 99.3.
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Item
9.01. |
Financial
Statements and Exhibits. |
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99.1 |
News
Release issued by Stage Stores, Inc. on February 27, 2006 announcing that
it has applied for listing of its common stock on the New York Stock
Exchange. |
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99.2 |
News
Release issued by Stage Stores, Inc. on February 27, 2006 announcing
completion of the acquisition of B.C. Moore & Sons,
Incorporated. |
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99.3 |
News
Release issued by Stage Stores, Inc. on February 28, 2006 announcing the
promotion of two of its senior
executives. |
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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STAGE
STORES, INC. |
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March
1, 2006 |
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/s/
Michael E. McCreery |
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(Date) |
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Michael
E. McCreery |
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Executive
Vice President and Chief Financial
Officer |