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): October 24, 2012
ULTA SALON, COSMETICS & FRAGRANCE, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-33764 | 36-3685240 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1000 Remington Blvd., Suite 120 Bolingbrook, Illinois |
60440 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (630) 410-4800
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 29, 2012, Ulta Salon, Cosmetics & Fragrance, Inc. (the “Company”) issued a press release regarding the appointment of Michael R. MacDonald to the Company’s Board of Directors (the “Board”), effective October 24, 2012. Mr. MacDonald’s committee appointments have not yet been determined by the Company’s Board. A copy of the press release is furnished as Exhibit 99.1 to this report.
There is no arrangement or understanding between Mr. MacDonald and any other persons pursuant to which Mr. MacDonald was selected as a director, and there are no related party transactions involving Mr. MacDonald that are reportable under Item 404(a) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |||
| 99.1 | Press release issued by Ulta Salon, Cosmetics & Fragrance, Inc. on October 29, 2012 announcing the appointment of Michael R. MacDonald to the Company’s Board of Directors | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| . | ULTA SALON, COSMETICS & FRAGRANCE, INC. | |||||
| Date: October 29, 2012 | By: | /s/ Robert S. Guttman | ||||
| Robert S. Guttman | ||||||
| Senior Vice President, General Counsel | ||||||
| and Secretary | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |||||
| 99.1 | Press release issued by Ulta Salon, Cosmetics & Fragrance, Inc. on October 29, 2012 announcing the appointment of Michael R. MacDonald to the Company’s Board of Directors | |||||