SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 OR 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): January 15, 2013
FIVE BELOW, INC.
(Exact Name of Registrant as Specified in Charter)
1818 Market Street
Philadelphia, PA 19103
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (215) 546-7909
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):
On January 15, 2013, Five Below, Inc. (the Company) issued a press release providing an update on its fourth quarter preliminary sales results for the period from October 28, 2012 through January 12, 2013 and earnings guidance based on quarter to date results. A copy of this press release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Report on Form 8-K.
On January 15, 2013, the Company issued a press release announcing the offering of 7,000,000 shares of its common stock by its selling shareholders. The selling shareholders have granted the underwriters of the offering an option to purchase an additional 1,050,000 shares. A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated in this Item 8.01 by reference.
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.