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) | March 30, 2005 |
Handleman Company
(Exact Name of Registrant as Specified in Its Charter
Michigan
(State or Other Jurisdiction of Incorporation)
| 1-7923 | 38-1242806 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 500 Kirts Boulevard, Troy, Michigan | 48084-4142 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(248) 362-4400
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(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:
| ¨ | 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 7.01. | Regulation FD Disclosure |
On March 30, 2005, Handleman Company issued a press release in which it announced that as a result of two tests initiated by Kmart in a limited number of its stores to assess the category management, distribution and in-store service of music to its stores, Handleman Company will continue to provide category management and distribution to approximately 1,070 stores. Another supplier will provide music to Kmart’s remaining 400 stores and Kmart will assume responsibility for the performance of in-store merchandising services in all of its stores.
For additional information, please see Handleman Company’s Press Release attached as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
(c) Exhibits
| Exhibit No. |
Description | |
| Exhibit 99.1 | Press release dated March 30, 2005 | |
Forward-Looking Statements:
This Form 8-K contains forward-looking statements, which are not historical facts. These statements involve risk and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This Form 8-K should be read in conjunction with the “Forward-Looking Statements” section in Handleman Company’s 2004 Form 10-K (which sections are incorporated by reference herein) and in conjunction with other SEC reports filed by Handleman that disclose other factors that cause Handleman’s actual results to differ materially. Handleman expressly disclaims any current intention to update any forward-looking statements contained in this report as a result of new information or future events or developments.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HANDLEMAN COMPANY | ||||||||
| Date: March 31, 2005 | By: | /s/ Thomas C. Braum, Jr. | ||||||
| Name: | Thomas C. Braum, Jr. | |||||||
| Title: | Senior Vice President and Chief Financial Officer | |||||||