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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended October 31, 2009

OR

For the transition period from              to             

Commission file number 000-21250

THE GYMBOREE CORPORATION

(Exact name of registrant as specified in its charter)

(415) 278-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of November 28, 2009, 29,972,459 shares of the registrant’s common stock were outstanding.

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Part I – FINANCIAL INFORMATION

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

See notes to condensed consolidated financial statements.

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THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

See notes to condensed consolidated financial statements.

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THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

See notes to condensed consolidated financial statements.

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THE GYMBOREE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The unaudited interim condensed consolidated financial statements, which include The Gymboree Corporation and its subsidiaries, all of which are wholly owned (the “Company”), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with generally accepted accounting principles have been omitted. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009.

The accompanying interim condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations, and cash flows for the periods presented. All such adjustments are of a normal and recurring nature except as disclosed in Note 3. The Company has evaluated subsequent events through December 8, 2009, the filing date of this Form 10-Q.

The results of operations for the 39 weeks ended October 31, 2009 are not necessarily indicative of the operating results that may be expected for the fiscal year ending January 30, 2010 (“fiscal 2009”).

2. Recently Issued Accounting Standards

In September 2006, the Financial Accounting Standards Board (“FASB”) issued guidance on fair value measurements, which established a single authoritative definition of fair value and a framework for measuring fair value and expanded disclosure of fair value measurements for both financial and non-financial assets and liabilities. The Company adopted this guidance for financial assets and liabilities as of the beginning of fiscal 2008, as permitted, and adopted the remaining provisions of this guidance as of the beginning of fiscal 2009. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In March 2008, the FASB issued guidance requiring enhanced disclosures for derivative and hedging activities. The Company adopted this guidance as of the beginning of fiscal 2009. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued guidance requiring disclosures about the fair value of financial instruments for interim reporting periods that were previously only required for annual reporting periods. The Company adopted this guidance during the quarter ended August 1, 2009. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued guidance which made the FASB Accounting Standards Codification (“Codification”) the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under

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THE GYMBOREE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date, the Codification superseded all then-existing non-SEC accounting and reporting standards. The Codification only changed the referencing convention of GAAP in the Company’s consolidated financial statements.

3. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company had no significant financial assets or liabilities measured at fair value as of October 31, 2009.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company measures certain non-financial assets and liabilities, including long-lived assets, at fair value on a non-recurring basis. During the 13 weeks ended October 31, 2009, the Company was not required to measure any significant non-financial assets and liabilities at fair value. During the 39 weeks ended October 31, 2009, the Company recorded a charge of approximately $529,000 related to the impairment of assets at under-performing stores. The fair market value of these assets was determined using the income approach and level 3 inputs, which required management to make significant estimates about future cash flows. Management estimates the amount and timing of future cash flows based on its experience and knowledge of the retail market in which each store operates. This impairment charge is included in selling, general and administrative expenses (“SG&A”) in the accompanying condensed consolidated statements of income.

4. Derivative Instruments

The Company enters into forward foreign exchange contracts with respect to certain purchases in United States dollars of inventory to be sold in the Company’s retail stores in Canada. The purpose of these contracts is to protect the Company’s United States dollar margins on the eventual sale of the inventory from fluctuations in the exchange rate for Canadian and United States dollars. The term of the forward exchange contracts is generally less than one year. As of October 31, 2009, the notional amount of these contracts was approximately $2.3 million. These contracts are treated as cash flow hedges.

For a derivative instrument designated as a cash-flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and is subsequently recognized in earnings when the hedged exposure is recognized in earnings. Gains or losses on the derivative representing either hedge components excluded from the assessment of effectiveness or hedge ineffectiveness are recognized in earnings. During the 13 and 39 weeks ended October 31, 2009, the Company reclassified approximately $274,000 and $26,000 in losses, respectively, from accumulated other comprehensive income to cost of goods sold. No amounts were reclassified from accumulated other comprehensive income into earnings as a result of forecasted transactions that failed to occur or as a result of hedge ineffectiveness.

As of October 31, 2009, accrued liabilities included approximately $14,000 related to the Company’s hedging activities and accumulated other comprehensive income included approximately $56,000 in unrealized losses related to hedging activity. Amounts recognized in other comprehensive income are amortized to cost of goods sold over a three-month period.

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THE GYMBOREE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

5. Share-based Compensation

Share-based compensation expense is included as a component of SG&A and consisted of the following (in thousands):

6. Net Income Per Share

Basic net income per share is calculated by dividing net income for the period by the weighted-average common shares outstanding for the period. Diluted net income per share includes the effect of dilutive instruments, such as stock options and restricted stock awards and units, and uses the average share price for the period in determining the number of shares that are to be added to the weighted-average number of shares outstanding. The following table summarizes the shares from these potentially dilutive securities, calculated using the treasury stock method:

The number of share-based awards excluded from the computation of weighted-average shares due to their anti-dilutive effect was immaterial for all periods presented.

7. Comprehensive Income

Comprehensive income, which includes net income, foreign currency translation adjustments and fluctuations in the fair market value of certain derivative financial instruments, was as follows:

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THE GYMBOREE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

8. Segments

The Company has two reportable segments: retail stores and Gymboree Play & Music. These segments were identified based on differences in products and services. The retail stores segment includes four operating segments (brands) which sell high-quality apparel: Gymboree (including an online store), Gymboree Outlet, Janie and Jack (including an online store), and Crazy 8 (including an online store). The following tables provide the summary financial data of each reportable segment (in thousands):

Depreciation and amortization expense and capital expenditures have not been separately disclosed above as the amounts primarily relate to the retail segment.

Net retail sales from the Company’s Canadian operations were $11.8 million and $11.3 million for the 13 weeks ended October 31, 2009 and November 1, 2008, respectively, and $28.0 million and $30.3 million for the 39 weeks ended October 31, 2009 and November 1, 2008, respectively. Long-lived assets held by the Company’s Canadian operations were $4.6 million and $3.0 million as of October 31, 2009 and November 1, 2008, respectively.

9. Borrowing Arrangements

The Company has an unsecured revolving credit facility for borrowings of up to $80 million (subject to an option to increase the borrowing limit up to $100 million with the approval of the lender). The credit facility may be used for the issuance of documentary and standby letters of credit, working capital, and capital expenditure needs. As of October 31, 2009, $58.2 million of documentary and standby letters of credit were outstanding, and no borrowings were outstanding. On August 11, 2009, the Company entered into an Eleventh Amendment to Credit Agreement, dated as of July 31, 2009, to, among other things, extend the maturity date of the unsecured revolving credit facility from August 11, 2009 to September 1, 2010.

10. Share Repurchase

On November 16, 2009, the Board of Directors authorized the Company to utilize up to $40 million of its cash reserves to purchase shares of the Company’s outstanding common stock under a share repurchase program. Purchases under the share repurchase program may be made from time to time on the open market or in privately negotiated transactions. Depending on market conditions and other factors, purchases under this program may be commenced or suspended without prior notice at any time, or from time to time, through October 30, 2010. The Company plans to retire repurchased shares.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders of

The Gymboree Corporation

San Francisco, CA

We have reviewed the accompanying condensed consolidated balance sheets of The Gymboree Corporation and subsidiaries (the “Company”) as of October 31, 2009 and November 1, 2008, and the related condensed consolidated statements of income for the thirteen and thirty-nine week periods then ended, and of cash flows for the thirty-nine week periods ended October 31, 2009 and November 1, 2008. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of The Gymboree Corporation and subsidiaries as of January 31, 2009, and the related consolidated statements of income, stockholders’ equity, and cash flows for the fiscal year then ended (not presented herein); and in our report dated March 30, 2009, we expressed an unqualified opinion on those consolidated financial statements, which report included an explanatory paragraph related to the adoption of a new accounting principle. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of January 31, 2009, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

San Francisco, California

December 8, 2009

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Forward-looking statements

The following discussion and analysis should be read in conjunction with the financial statements and related notes thereto included elsewhere in this Quarterly Report. This report contains forward-looking statements that involve risks and uncertainties, including statements regarding planned store openings, expected tax rates, future cash generated from operations and future cash needs. Inaccurate assumptions and known and unknown risks and uncertainties can affect the accuracy of forward-looking statements, and the Company’s actual results could differ materially from results that may be anticipated by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, increasing levels of unemployment and consumer debt, volatility in the financial markets, current economic conditions, customer reactions to new merchandise, service levels and new concepts, success in meeting delivery targets, the level of our promotional activity, our gross margin achievement, our ability to appropriately manage inventory, effects of future embargoes from countries used to source product, competitive market conditions, and the other factors described in this document and in our Annual Report on Form 10-K for the fiscal year ended January 31, 2009. When used in this document, the words “believes,” “expects,” “estimates,” “anticipates,” and similar expressions are intended to identify certain of these forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. The cautionary statements made in this document should be read as being applicable to all related forward-looking statements wherever they appear in this document. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on information available as of the date of this report. The Company does not intend to revise any forward-looking statements to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made in this report, in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009 and its other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Company’s business, prospects and results of operations.

General

The Gymboree Corporation is a specialty retailer operating stores selling high-quality apparel and accessories for children under the GYMBOREE®, GYMBOREE OUTLET, JANIE AND JACK® and CRAZY 8® brands, as well as play programs for children under the GYMBOREE PLAY & MUSIC® brand. As of October 31, 2009, the Company operated a total of 951 retail stores: 630 Gymboree stores (594 in the United States, 34 in Canada and 2 in Puerto Rico), 139 Gymboree Outlet stores, 120 Janie and Jack shops, and 62 Crazy 8 stores in the United States. The Company also operates online stores at www.gymboree.com, www.janieandjack.com, and www.crazy8.com, and offers directed parent-child developmental play programs at 628 franchised and company-operated centers in the United States and 28 other countries.

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During the third quarter of fiscal 2009, the Company opened 6 Gymboree stores (3 in the United States and 3 in Canada), 4 Gymboree Outlet stores, and 15 Crazy 8 stores. The Company also relocated, remodeled or expanded 6 Gymboree stores.

During the remainder of fiscal 2009, the Company plans to open approximately 8 new stores consisting of 4 Gymboree stores, 1 Gymboree Outlet store, and 3 Crazy 8 stores.

The Company has not finalized its fiscal 2010 store opening plans for all brands; however, it does plan to expand the store base for its newest brand, Crazy 8, by opening a minimum of 50 stores in fiscal 2010.

Results of Operations

13 weeks ended October 31, 2009, compared to 13 weeks ended November 1, 2008

Net Sales

Net retail sales in the third quarter of fiscal 2009 increased to $265.6 million from $261.3 million in the same period last year, an increase of $4.3 million, or 1.6%. This increase was primarily due to net store and square footage growth of 78 stores and approximately 160,000 square feet, respectively. Comparable store sales for the third quarter of fiscal 2009 decreased 4% from the same period in the prior year. The decrease in comparable store sales was primarily due to the continuing difficult retail environment, which resulted in an overall decrease in average unit retail prices and units per transaction. There were 951 stores open at the end of the third quarter of fiscal 2009 compared to 873 as of the end of the same period last year.

Gymboree Play & Music net sales in the third quarter of fiscal 2009 increased to $3.5 million from $2.8 million in the same period last year primarily due to an increase in international equipment sales, revenues from the Company’s corporate-owned sites and international franchise fees. These increases were partially offset by a decrease in product sales and domestic franchise sales.

Gross Profit

Gross profit for the third quarter of fiscal 2009 increased to $137.1 million from $134.6 million in the same period last year. As a percentage of net sales, gross profit for the third quarter of fiscal 2009 and 2008 was 51.0% as improvements in merchandise margins were offset by deleveraging of occupancy costs.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses, which principally consist of non-occupancy store expenses, corporate overhead, and distribution expenses, decreased to $80.7 million in the third quarter of fiscal 2009 from $84.4 million in the same period last year. As a percentage of net sales, SG&A expenses decreased to 30.0% for the third quarter of fiscal 2009 compared to 31.9% in the same period last year. This decrease was primarily due to lower compensation as well as a reduction in professional fees and operating supply expenses, and was partially offset by higher depreciation and marketing expenses.

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Income Taxes

The Company’s effective tax rates for the third quarter of fiscal 2009 and 2008 were 38.6% and 38.5%, respectively. The Company expects its effective tax rate to be in the range of 38.0% to 38.5% for the fourth quarter of fiscal 2009. The actual fiscal 2009 effective tax rate will ultimately depend on several variables, including the mix of earnings between domestic and international operations, the Company’s overall level of earnings in fiscal 2009, and the potential resolution of tax contingencies.

Results of Operations

39 weeks ended October 31, 2009, compared to 39 weeks ended November 1, 2008

Net Sales

Net retail sales for the 39 weeks ended October 31, 2009 increased to $705.8 million from $703.0 million in the same period last year, an increase of $2.8 million, or 0.4%. The increase was primarily due to net store and square footage growth of 78 stores and approximately 160,000 square feet, respectively. Comparable store sales for the 39 weeks ended October 31, 2009 decreased 5% over the corresponding period last year. The decrease in comparable store sales was primarily due to the continuing difficult retail environment, which resulted in an overall decrease in average unit retail prices and units per transaction.

Gymboree Play & Music net sales for the 39 weeks ended October 31, 2009 increased to $9.5 million from $8.9 million in the same period last year primarily due to an increase in international equipment sales and revenues from the Company’s corporate-owned sites. These increases were partially offset by a decrease in product sales, international franchise revenue and domestic franchise sales.

Gross Profit

Gross profit for the 39 weeks ended October 31, 2009 decreased to $339.9 million from $351.9 million in the same period last year. As a percentage of net sales, gross profit for the 39 weeks ended October 31, 2009 decreased 1.9 percentage points to 47.5% from 49.4% in the same period last year. This decrease was primarily due to deleveraging of occupancy costs and lower merchandise margins.

Selling, General and Administrative Expenses

SG&A expenses decreased to $229.8 million for the 39 weeks ended October 31, 2009 from $247.3 million in the same period last year. As a percentage of net sales, SG&A expenses decreased to 32.1% for the 39 weeks ended October 31, 2009, compared to 34.7% in the same period last year. This decrease was primarily due to lower compensation and benefits costs, as well as a reduction in operating supply expenses and professional fees, and was partially offset by higher depreciation expense and an impairment charge of approximately $529,000 recognized during the second quarter of fiscal 2009.

Income Taxes

The Company’s effective tax rates for the 39 weeks ended October 31, 2009 and November 1, 2008 were 37.9% and 39.4%, respectively. This decrease was primarily due to a benefit from changes in estimated foreign taxes.

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Seasonality

The Company’s business is impacted by the general seasonal trends characteristic of the apparel and retail industries. Sales from retail operations in the past several years have been highest during the third and fourth fiscal quarters, somewhat lower during the first fiscal quarter, and lowest during the second fiscal quarter. Consequently, the results for any fiscal quarter are not necessarily indicative of results for the full year. These historical quarterly trends may not continue in the future.

Critical Accounting Policies and Estimates

There have been no material changes to the Company’s critical accounting policies and estimates affecting the application of those accounting policies since the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009.

Financial Condition

Liquidity and Capital Resources

Cash and cash equivalents were $212.1 million at October 31, 2009, an increase of $71.6 million from January 31, 2009. Working capital as of October 31, 2009 was $272.7 million compared to $180.0 million as of January 31, 2009.

Net cash provided by operating activities for the 39 weeks ended October 31, 2009 was $96.9 million compared to $98.5 million in the same period last year. This decrease was primarily due to:

The above factors were partially offset by:

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Net cash used in investing activities for the 39 weeks ended October 31, 2009 was $31.3 million compared to $46.2 million in the same period last year. Capital expenditures during the 39 weeks ended October 31, 2009 were primarily related to the opening of 65 new stores, relocation, remodeling or expansion of 48 existing stores, information technology improvements, and continued investment in the Company’s distribution center. Capital expenditures during the 39 weeks ended November 1, 2008 were primarily related to the opening of 90 new stores, relocation, remodeling or expansion of 22 existing stores, information technology improvements, and investment in the Company’s distribution center.

Net cash provided by financing activities for the 39 weeks ended October 31, 2009 was $5.1 million compared to $9.1 million in the same period last year. This decrease was primarily due to fewer stock option exercises and lower excess tax benefits related to share-based awards. Financing activities for the 39 weeks ended October 31, 2009 and November 1, 2008 included $5.0 million and $5.5 million, respectively, in stock repurchases, primarily reflecting employee minimum statutory tax withholding requirements for restricted stock awards and units that vested during the period. Employees satisfy their minimum statutory tax requirements through a net settlement feature whereby restricted stock awards and units are sold on their vest date to cover tax obligations.

The Company has an unsecured revolving credit facility for borrowings of up to $80 million (subject to an option to increase the borrowing limit up to $100 million with the approval of the lender). The credit facility may be used for the issuance of documentary and standby letters of credit, working capital, and capital expenditure needs. The credit facility requires the Company to meet financial covenants on a quarterly basis and limits annual capital expenditures. As of October 31, 2009, the Company was in compliance with these covenants. As of October 31, 2009, $58.2 million of documentary and standby letters of credit were outstanding, and no borrowings were outstanding. The maximum amount of documentary and standby letters of credit outstanding during the 39 weeks ended October 31, 2009 was $74.3 million. On August 11, 2009, the Company entered into an Eleventh Amendment to Credit Agreement, dated as of July 31, 2009, to, among other things, extend the maturity date of the unsecured revolving credit facility from August 11, 2009 to September 1, 2010.

The Company anticipates that cash generated from operations, together with its existing cash resources and funds available from current and future credit facilities, will be sufficient to satisfy the Company’s cash needs through the next 12 months.

There have been no material changes outside the ordinary course of business to the Company’s contractual obligations since its Annual Report on Form 10-K for the year ended January 31, 2009.

The Company enters into forward foreign exchange contracts with respect to certain purchases in United States dollars of inventory to be sold in the Company’s retail stores in Canada. The purpose of these contracts is to protect the Company’s United States dollar margins on the eventual sale of the inventory from fluctuations in the exchange rate for Canadian and United States dollars. The term of the forward exchange contracts is generally less than one year.

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The table below summarizes the notional amounts and fair values of the Company’s forward foreign exchange contracts in U.S. dollars.

Disclosure Controls and Procedures

The Company conducted an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and the Chief Operating Officer/Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on their evaluation, the Chief Executive Officer and the Chief Operating Officer/Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report to ensure them that information relating to the Company (including its consolidated subsidiaries) required to be disclosed by the Company in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. In addition, the Company’s Chief Executive Officer and the Chief Operating Officer/Chief Financial Officer concluded as of the end of the period covered by this report that the Company’s disclosure controls and procedures are also effective to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Operating Officer/Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

The Company also maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). During the third quarter of fiscal 2009, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

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Part II – OTHER INFORMATION

Not applicable.

There has been no material change to the risk factors discussed in Part I, “Item 1A. Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended January 31, 2009.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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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 thereunto duly authorized.

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Exhibit Index

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