UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 12, 2016
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VERA BRADLEY, INC.
(Exact name of registrant as specified in its charter)
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Indiana | 001-34918 | 27-2935063 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
12420 Stonebridge Road, Roanoke, Indiana | 46783 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(877) 708-8372
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
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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 (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||
Item 8.01 Other Events
On September 15, 2016, Vera Bradley was provided information by law enforcement regarding a potential data security issue related to its retail store network. The press release outlining details of the security issue is furnished as Exhibit 99.1 to this report.
Management believes that its insurance policies will cover most of the expenses related to this issue.
In addition, the Company has delayed the October 2016 planned conversion of its digital flagship, verabradley.com, to a new platform. The postponement is primarily related to delays in completing the integration of the new website platform with existing Company systems, and a contributing factor is the data security issue since resources previously allocated to the conversion were reallocated to resolving the security issue. Because of the upcoming holiday season, the digital flagship conversion will now be launched in the first quarter of fiscal 2018.
Once implemented, management believes the new verabradley.com platform will enable consumers to shop faster and easier both on-line and in-store. Enhanced functionality will include:
• | additional navigation and search enhancements, |
• | strategic segmentation and personalization, |
• | enhanced payment options and eGift cards, |
• | order on line, pick up in store, and |
• | site capabilities for future foreign expansion. |
This conversion delay could impact the Company’s ability to generate positive comparable store sales in the fourth quarter of fiscal 2017. However, due to offsetting expense savings related to the delayed conversion, management does not expect the delay to have a material impact on diluted earnings per share for the fourth quarter or fiscal year ended January 28, 2017.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 | Press Release dated October 12, 2016 | |
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 thereunto duly authorized.
Vera Bradley, Inc. | ||||
(Registrant) | ||||
Date: October 12, 2016 | /s/ Mark C. Dely | |||
Mark C. Dely Vice President – Chief Legal Officer and Corporate Secretary | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release dated October 12, 2016 | |
Exhibit 99.1
VERA BRADLEY NOTIFIES CUSTOMERS OF PAYMENT CARD INCIDENT
FORT WAYNE, Ind., October 12, 2016 - Vera Bradley, Inc. (Nasdaq: VRA) (“Vera Bradley” or the “Company”) today announced that it has taken action to investigate and address an incident affecting payment card data used at its retail stores.
Payment cards used at Vera Bradley store locations between July 25, 2016 and September 23, 2016 may have been affected. Not all cards used in stores during this time frame were affected. Cards used on verabradley.com were not affected. Information on steps customers may take to protect their information can be found at www.verabradley.com/protectingourcustomers.
On September 15, 2016, Vera Bradley was provided information from law enforcement regarding a potential data security issue related to our retail store network. Upon learning this information, Vera Bradley immediately launched an investigation with the assistance of a leading computer security firm to aggressively gather facts and determine the scope of the issue and promptly notified the payment card networks. Findings from the investigation show unauthorized access to Vera Bradley’s payment processing system and the installation of a program that looked for payment card data. The program was specifically designed to find track data in the magnetic stripe of a payment card that may contain the card number, cardholder name, expiration date, and internal verification code as the data was being routed through the affected payment systems. There is no indication that other customer information was at risk.
Vera Bradley has stopped this incident and continues to work with the computer security firm to further strengthen the security of its systems to help prevent this from happening in the future. Vera Bradley continues to support law enforcement’s investigation and is also working with the payment card networks so that the banks that issue payment cards can be made aware and initiate heightened monitoring on the affected cards.
Potentially affected customers are advised to remain vigilant to the possibility of fraud by regularly reviewing their payment card statements for any unauthorized activity. Customers should immediately report any unauthorized charges to their card issuer because payment card rules generally provide that cardholders are not responsible for unauthorized charges reported in a timely manner. The phone number to call is usually on the back of the payment card.
Vera Bradley values the relationship it has with its customers and understands the importance of protecting personal information and therefore sincerely regrets any inconvenience this may have caused its customers. If customers have any questions, they may call 844-723-9340 from 9:00 a.m. to 9:00 p.m. EDT, Monday through Friday.
About Vera Bradley, Inc.
Vera Bradley is a leading designer of women's handbags, luggage and travel items, fashion and home accessories and unique gifts. Founded in 1982 by friends Barbara Bradley Baekgaard and Patricia R. Miller, the brand's innovative designs, iconic patterns and brilliant colors continue to inspire and connect women unlike any other brand in the global marketplace. The Company's commitment to bringing more beauty into women's lives includes its dedication to breast cancer research through the Vera Bradley Foundation for Breast Cancer. For more information about Vera Bradley (Nasdaq:VRA), visit www.verabradley.com.
Vera Bradley Safe Harbor Statement
Certain statements in this release are "forward-looking statements" made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company's current expectations or beliefs concerning future events and are subject to various risks and uncertainties that may cause actual results to differ materially from those that we expected, including: possible adverse changes in general economic conditions and their impact on consumer confidence and spending; possible inability to predict and respond in a timely manner to changes in consumer
demand; possible loss of key management or design associates or inability to attract and retain the talent required for our business; possible inability to maintain and enhance our brand; possible inability to successfully implement our growth strategies or manage our growing business; possible inability to successfully open new stores as planned; adverse changes in the cost of raw materials and labor used to manufacture our products; possible adverse effects resulting from a significant disruption in our single distribution facility; and possible ramifications from the payment card incident disclosed in October 2016. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the SEC, including the Company’s Form 10-K for the fiscal year ended January 30, 2016. We undertake no obligation to publicly update or revise any forward-looking statement. Financial schedules are attached to this release.
CONTACTS:
Julia Bentley, VP of Investor Relations and Communications
jbentley@verabradley.com
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