UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 30, 2020
J.JILL, INC.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation) |
001-38026
(Commission File Number) |
45-1459825
(I.R.S. Employer Identification No.) |
4 Batterymarch Park
Quincy, MA 02169
(Address of principal executive offices) (Zip Code)
Quincy, MA 02169
(Address of principal executive offices) (Zip Code)
(617) 376-4300
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(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-2(b) 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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Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Common Stock, $0.01 par value
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JILL
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 |
Regulation FD Disclosure.
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On March 30, 2020, J.Jill, Inc. (the “Company”) announced additional measures to mitigate the operating and financial impact of the
COVID-19 pandemic, including:
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As previously disclosed on March 18, 2020, the Company temporarily closed all stores through March 27, 2020. As similarly noted in prior
disclosure, the Company has taken into account the guidance of global health organizations and local governments and has decided to extend the closure of the stores through April 30, 2020;
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The majority of store associates will be placed on furlough beginning on April 1, 2020 until further notice. Associates who are currently enrolled in health benefits through the Company will be able to maintain their coverage for up to 60 days during furlough. Those
store associates who are not placed on furlough will be working from home and connecting with customers to provide guidance for online shopping;
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As a result of state orders in Massachusetts and New Hampshire, Quincy Home Office and Tilton Office associates are currently working from
home through April 15, 2020 and May 4, 2020, respectively. These dates may change subject to additional state mandates;
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The Tilton Distribution Center remains open to support the Company’s direct business. Work schedules have been staggered to enhance social
distancing, and associates who work in the Tilton Distribution Center during this period will receive compensation pay incentives; and
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Base salaries for the Company’s executive officers and all exempt employees will be
reduced effective April 12, 2020, and members of the Company's Board of Directors have agreed to forego all Board fees.
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The information in this Current Report on Form 8-K is being furnished to the Securities and Exchange Commission and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This report contains, and oral statements made from time to time by our representatives may contain,
“forward-looking statements.” Forward-looking statements include statements identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,”
“projects” and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on our current expectations and assumptions regarding capital market conditions, our business, the economy
and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results
may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the impact of
the COVID-19 epidemic on the Company and the economy as a whole, the Company’s ability to develop a plan to regain compliance with the continued listing criteria of the NYSE; the NYSE’s acceptance of such plan; the Company’s ability to execute
such plan and to continue to comply with applicable listing standards within the available cure period; risks arising from the potential suspension of trading of the Company’s common stock on the NYSE; regional, national or global political,
economic, business, competitive, market and regulatory conditions, including risks regarding our ability to manage inventory or anticipate consumer demand; changes in consumer confidence and spending; our competitive environment; our failure to
open new profitable stores or successfully enter new markets and other factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 2, 2019. Any forward-looking statement made in this report speaks
only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
SIGNATURE
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.
Dated: March 31, 2020
| J.JILL, INC. | |||
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By:
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/s/ Mark Webb | |
| Name: |
Mark Webb
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| Title: |
Executive Vice President and Chief Financial Officer
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