Current Report Filing (8-k)
March 23 2018 - 2:56PM
Edgar (US Regulatory)
UNITED STATES
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):
March 22, 2018
TRANS WORLD
ENTERTAINMENT
CORPORATION
(Exact name of registrant as specified in its charter)
New York
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0-14818
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14-1541629
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(I.R.S. Employer
Identification No.)
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38 Corporate Circle,
Albany, New York 12203
(Address of principal executive offices)
(518) 452-1242
(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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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o
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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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o
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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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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).
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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.
o
ITEM 2.02.
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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On March 22, 2018, Trans World Entertainment Corporation issued a
press release announcing its financial results for its fiscal fourth quarter ended February 3, 2018. A copy of Trans World
Entertainment Corporation’s press release is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Current Report on Form 8-K is being furnished under Item 2.02 and shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of
such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or
the Exchange Act.
ITEM 7.01.
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REGULATION FD DISCLOSURE
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Attached hereto as Exhibit 99.2 is the transcript for the earnings
conference call of Trans World Entertainment Corporation held on March 22, 2018. The information in this Current Report on Form
8-K, including the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information, including
the exhibit attached hereto, shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such filing.
It is the policy
of Trans World Entertainment Corporation not to provide revenue projections or earnings guidance unless, in the judgment of the
chief executive officer or chief financial officer of Trans World Entertainment Corporation, circumstances require otherwise.
Any recent news articles containing revenue projections for Trans World Entertainment Corporation or any of its subsidiaries were
not provided by the chief executive officer or chief financial officer of Trans World Entertainment Corporation and should not
be construed as a statement by Trans World Entertainment Corporation. Trans World Entertainment Corporation is filing this
current report on Form 8-K to clarify that Trans World Entertainment Corporation maintains its current policy of not providing
revenue projections or earnings guidance unless such guidance is provided by the chief executive officer or chief financial officer
of Trans World Entertainment Corporation.
Certain information contained in this Current Report on Form 8-K,
including information in Exhibit 99.2 hereto, is forward-looking information based on current expectations and plans that involve
risks and uncertainties. Forward-looking information includes, among other things, statements concerning results of operations
and Trans World Entertainment Corporation’s strategies. Trans World Entertainment Corporation cautions that there are factors
that can cause actual results to differ materially from the forward-looking information that has been provided. The reader is cautioned
not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject to
a number of uncertainties and other factors, many of which are outside the control of Trans World Entertainment Corporation; accordingly,
there can be no assurance that such suggested results will be realized. For a list of Trans World Entertainment Corporation’s
risk factors, see the Company’s Annual Filing on Form 10-K with the Securities and Exchange Commission for the year ended
January 28, 2017.
ITEM 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS
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(c)EXHIBITS. The following are furnished as Exhibits
to this Report:
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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TRANS WORLD ENTERTAINMENT CORPORATION
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Date: March 23, 2018
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/s/ John Anderson
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John Anderson
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No.
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Description
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99.1
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Trans World Entertainment Corporation Press Release dated March 22, 2018.
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99.2
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Trans World Entertainment Corporation Transcript for Earnings Call held on March 22, 2018.
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