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):  May 5, 2003 (April 30, 2003)

 

 

GUESS?, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

 

 

Registrant’s telephone number, including area code:  (213) 765-3100

 

Not applicable

(Former name or former address, if changed since last report)

 

 

Item 5.    Other Events and Required FD Disclosure.

 

Guess?, Inc. issued a press release on May 2, 2003. The press release announced that Armand Marciano, the Senior Executive Vice President and Assistant Secretary of Guess?, Inc., has resigned from the Company.  The press release is filed as Exhibit 99.1 and is hereby incorporated by reference in its entirety.

 

 

2

 

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

 

(c)           Exhibits

 

99.1                           Press Release of Guess?, Inc. dated May 2, 2003 (resignation of Armand Marciano)

 

 

3

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Guess?, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Los Angeles, State of California, on May 5, 2003.

 

	GUESS?, INC.
	By:	/s/ Maurice Marciano
		Maurice Marciano
		Co-Chairman of the Board,
		Co-Chief Executive Officer and
		Director

 

 

4

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release of Guess?, Inc. dated May 2, 2003 (resignation of Armand Marciano)

 

 

5

 

Exhibit 99.1

 

GUESS, INC.

NEWS RELEASE

 

For Immediate Release

 

	Contact:	Carlos Alberini
		President & Chief Operating Officer
		(213) 765-3582
		Frederick G. Silny
		SVP & Chief Financial Officer
		(213) 765-3289
		Wendi Kopsick/Molly Morse
		Kekst and Company
		(212) 521-4800

 

 

GUESS?, INC. ANNOUNCES RESIGNATION OF ARMAND MARCIANO

 

LOS ANGELES, CA, May 2, 2003 — Guess?, Inc. (NYSE: GES) today announced that Armand Marciano, the Company’s Senior Executive Vice President and Assistant Secretary, has resigned from the Company.  As announced on November 27, 2002, Mr. Marciano has been on a leave of absence from the Company.

 

Maurice Marciano, Chairman and Co-Chief Executive Officer, commented, “Armand has been a member of the Guess? team since the Company’s inception in 1981, and all of us thank him deeply for his many, many contributions over the years.  For my brother Paul and me, it has been a privilege to work with Armand to build the Guess? brand, and we look forward to carrying on our shared vision in the years ahead.”

 

In November 2002, the Company announced that it had received a request from the Armand Marciano Trust, pursuant to a Registration Rights Agreement, dated August 1, 1996, that the Company file a shelf registration statement with the SEC to register for sale all of the trust’s shares of the common stock of the Company.  The 5,045,492 shares held by the Armand Marciano Trust represent substantially all of the shares controlled by Armand Marciano.  The Company expects to file the registration statement with the SEC shortly.

 

Guess?, Inc. designs, markets, distributes and licenses one of the world’s leading lifestyle collections of contemporary apparel, accessories and related consumer products.

Except for historical information contained herein, certain matters discussed in this press release including but not limited to the Company’s expected results of operations and plans to reduce costs and estimated charges, are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are only expectations, and involve known and unknown risks and uncertainties, which may cause actual results in future periods and other future events to differ materially from what is currently anticipated.  Factors which may cause actual results in future periods to differ from current expectations include, among other things, the continued availability of sufficient working capital, the successful integration of new stores into existing operations, the continued desirability and customer acceptance of existing and future product lines (including licensed product lines), possible cancellations of wholesale orders, the success of competitive products, and the availability of adequate sources of capital.  In addition to these factors, the economic and other factors identified in the Company’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2002 including but not limited to the risk factors discussed therein, could affect the forward-looking statements contained herein and in the Company’s other public documents.

 

# # #