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) August 22, 2014
NORDSTROM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| WASHINGTON | 001-15059 | 91-0515058 | ||
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) |
(I.R.S. EMPLOYER IDENTIFICATION NO.) |
| 1617 SIXTH AVENUE, SEATTLE, WASHINGTON |
98101 | |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) | |
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE (206) 628-2111
INAPPLICABLE
(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | 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 3.02 Unregistered Sales of Equity Securities.
On August 22, 2014, Nordstrom, Inc. (the “Company”) issued 4,680,139 shares of Company common stock, no par value (“Common Stock”), to certain former stockholders of Trunk Club, Inc. (“Trunk Club”) in connection with the Company’s acquisition by merger of Trunk Club (the “Acquisition”). Of the total issuance, 579,187 shares will be retained by the Company for various periods to satisfy post-closing adjustments and potential indemnity claims. These shares were issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions set forth in Section 4(2) of the Securities Act and Rule 506 promulgated thereunder. The Company agreed, in connection with the Acquisition, to prepare and file within five business days of the closing date of the Merger, a registration statement covering the resale of such shares of Common Stock of the Company.
ITEM 8.01 Other Events.
On August 22, 2014, the Company issued a press release announcing that it has closed its previously announced acquisition of Trunk Club. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
| 99.1 | Press Release of Nordstrom, Inc. dated August 22, 2014 |
2
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.
| NORDSTROM, INC. | ||
| By: |
/s/ Robert B. Sari | |
| Robert B. Sari Executive Vice President, General Counsel and Corporate Secretary | ||
Dated: August 22, 2014
3
EXHIBIT INDEX
| EXHIBIT NUMBER |
DESCRIPTION | |
| 99.1 | Press release of Nordstrom, Inc. dated August 22, 2014. | |
4
Exhibit 99.1
| FOR IMMEDIATE RELEASE August 22, 2014 |
Investor Contact: | Trina Schurman Nordstrom 206-233-6503 | ||
| Media Contact: | Dan Evans Nordstrom 206-303-3036 | |||
NORDSTROM COMPLETES ACQUISITION OF TRUNK CLUB
SEATTLE (August 22, 2014) — Seattle-based Nordstrom, Inc. (NYSE: JWN) announced today the closing on August 22, 2014 of its acquisition of Trunk Club, a leading personalized clothing service for men. The Company previously announced its proposed acquisition of Trunk Club by press release on July 31, 2014.
The Company believes this acquisition represents a natural extension of its core business, aligns with its strategic priorities around a relevant customer experience and accelerates entry into this fast-growing market.
About Nordstrom
Nordstrom, Inc. is a leading fashion specialty retailer based in the U.S. Founded in 1901 as a shoe store in Seattle, today Nordstrom operates 270 stores in 36 states, including 116 full-line stores, 151 Nordstrom Racks, two Jeffrey boutiques and one clearance store. Nordstrom also serves customers through Nordstrom.com, the newly developed e-commerce site Nordstromrack.com, and its online private sale site, HauteLook. Nordstrom, Inc.’s common stock is publicly traded on the NYSE under the symbol JWN.
###
Certain statements in this news release contain or may suggest “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. Such statements are based upon the current beliefs and expectations of the company’s management. Actual future results may differ materially from historical results or current expectations depending upon factors including, but not limited to: successful execution of our customer strategy, including expansion into new markets, acquisitions, investments in our stores and online, our ability to realize the anticipated benefits from growth initiatives; our ability to manage the transformation of our business/financial model as we increase our investments in growth opportunities, including our online business and our ability to manage related organizational changes; the anticipated financial performance of Trunk Club and the anticipated impact of the Trunk Club acquisition on the company’s performance; our ability to maintain relationships with our employees and to effectively attract, develop and retain our future leaders; the impact of economic and market conditions and the resultant impact on consumer spending patterns; and our ability to respond to the business environment, fashion trends and consumer preferences, including changing expectations of service and experience in stores and online. Our SEC reports, including our Form 10-K for the fiscal year ended February 1, 2014, and our Form 10-Q for the fiscal quarter ended May 3, 2014, contain other information on these and other factors that could affect our financial results and cause actual results to differ materially from any forward-looking information we may provide. The company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.