UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1, 2003
NAUTICA ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-6708 95-2431048
(State or Other Jurisdiction of Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
40 West 57th Street, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 541-5757
Not Applicable
--------------
(Former name or former address, if changed since last report)
--------------------------------------------------------------------------------
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit Description
------- -----------
99.1 Registrant's press release dated May 1, 2003 announcing
earnings for year and quarter ended March 1, 2003. *
* Furnished herewith.
Item 9. Regulation FD Disclosure.
In accordance with SEC Release No. 33-8216, the following information,
which is intended to be furnished under "Item 12. Results of Operations and
Financial Condition," is instead being furnished under "Item 9. Regulation FD
Disclosure." Such information shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), 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 shall be
expressly set forth by specific reference in such filing.
On May 1, 2003, the Registrant issued a press release announcing its
financial results for the quarter and year ended March 1, 2003. The entirety of
the press release attached as Exhibit 99.1 hereto is not filed but is furnished
pursuant to Item 12 of Form 8-K.
The press release furnished as Exhibit 99.1 contains non-GAAP financial
measures within the meaning of Regulation G promulgated by the Securities and
Exchange Commission. For purposes of Regulation G, a non-GAAP financial measure
is a numerical measure of a company's performance, financial position or cash
flows that either excludes or includes amounts that are not normally excluded or
included in the most directly comparable measure calculated and presented in
accordance with generally accepted accounting principles. To supplement our
consolidated financial statements presented in accordance with GAAP, we are
presenting non-GAAP measures of net income and earnings per share, which are
adjusted from results based on GAAP to exclude the effect of certain special
charges that were recorded during the periods covered. These non-GAAP measures
have been included in the press release to provide a more meaningful
understanding of our current financial performance.
Item 12. Results of Operations and Financial Condition.
This Form 8-K furnishes information required under Item 12 of Form 8-K. See Item
9 above.
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.
Date: May 1, 2003 Nautica Enterprises, Inc.
By: /s/ Wayne A. Marino
----------------------------------
Name: Wayne A. Marino
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
------- -----------
99.1 Registrant's press release dated May 1, 2003 announcing earnings
for year and quarter ended March 1, 2003.*
*Furnished herewith.