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): December 23,
2009
PriceSmart,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-22793
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33-0628530
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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9740
Scranton Road, San Diego, CA 92121
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
telephone number, including area code: (858) 404-8800
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):
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o
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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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Item
2.01. Completion of Acquisition or Disposition of
Assets.
On
December 23, 2009, PriceSmart, Inc. issued a press release announcing that on
December 22, 2009 it acquired approximately 30,000 sq. meters of land for
approximately $6.7 million in Northwest Santo Domingo, the Dominican Republic
from Urbanizacion Los Robles, S.A. The Company plans to construct and
operate a new PriceSmart Warehouse Club on this site. This Club will be
PriceSmart's third in the Dominican Republic. It is currently anticipated that
the new PriceSmart Club will open in the fall of 2010. A copy of the
press release is furnished herewith as Exhibit 99.1. Pursuant to the
rules and regulations of the Securities and Exchange Commission, such exhibit
and the information set forth therein and herein shall be deemed “furnished” and
not “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to liability under that section.
Item
9.01. Financial Statements and Exhibits.
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(d)
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The
following exhibit is furnished
herewith:
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Exhibit
No.
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Description
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99.1
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Press
Release of PriceSmart, Inc. dated December 23,
2009.
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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 hereunto
duly authorized.
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Date:
December 23, 2009
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/S/ JOHN
M. HEFFNER
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John
M. Heffner
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Executive
Vice President and Chief Financial Officer
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(Principal
Financial Officer and
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Principal
Accounting Officer)
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
Release of PriceSmart, Inc. dated December 23,
2009.
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PriceSmart
Announces Property Acquisition for New Warehouse Club
in
the Dominican Republic
SAN
DIEGO, CA--(December 23, 2009) - PriceSmart , Inc. (NASDAQ:PSMT) today announced
that on December 22, 2009 it acquired approximately 30,000 sq. meters of land in
Northwest Santo Domingo, the Dominican Republic, upon which the Company plans to
construct and operate a new PriceSmart Warehouse Club. This Club will be
PriceSmart's third in the Dominican Republic. It is currently anticipated that
the new PriceSmart Club will open in the fall of 2010.
About
PriceSmart
PriceSmart,
headquartered in San Diego, owns and operates U.S.-style membership shopping
warehouse clubs in Central America and the Caribbean, selling high quality
merchandise at low prices to PriceSmart members. PriceSmart now operates 26
warehouse clubs in 11 countries and one U.S. territory (five in Costa Rica; four
in Panama; three each in Guatemala and Trinidad, two each in Dominican Republic,
El Salvador and Honduras; and one each in Aruba, Barbados, Jamaica, Nicaragua
and the United States Virgin Islands).
This
press release may contain forward-looking statements concerning the Company's
anticipated future revenues and earnings, adequacy of future cash flow and
related matters. These forward looking statements include, but are
not limited to, statements containing the words "expect,“ "believe,“ "will,“
"may,“ "should,“ "project,” "estimate,“ "scheduled,“ and like expressions, and
the negative thereof. These statements are subject to risks and
uncertainties that could cause actual results to differ materially, including
the following risks: the Company’s financial performance is dependent on
international operations which exposes the Company to various risks; any failure
by the Company to manage its widely dispersed operations could adversely affect
the Company’s business; the Company faces significant competition; the Company
faces difficulties in the shipment of and inherent risks in the importation of
merchandise to its warehouse clubs; the Company is exposed to weather and other
risks associated with international operations; declines in the economies of the
countries in which the Company operates its warehouse clubs would harm its
business; a few of the Company's stockholders own nearly 40% of the Company's
voting stock, which may make it difficult to complete some corporate
transactions without their support and may impede a change in control; the loss
of key personnel could harm the Company’s business; the Company is subject to
volatility in foreign currency exchange; the Company faces the risk of exposure
to product liability claims, a product recall and adverse publicity; a
determination that the Company's long-lived or intangible assets have been
impaired could adversely affect the Company's future results of operations and
financial position; and the Company faces increased compliance risks associated
with compliance with Section 404 of the Sarbanes-Oxley Act of 2002; as well as
the other risks detailed in the Company's SEC reports, including the Company's
Annual Report on Form 10-K filed pursuant to the Securities Exchange Act of 1934
on November 9, 2009. We assume no obligation and expressly disclaim
any duty to update any forward-looking statement to reflect events or
circumstances after the date of this presentation or to reflect the occurrence
of unanticipated events.
For
further information, please contact Robert E. Price, Chief Executive Officer
(858) 551-2336; or John M. Heffner, Executive Vice President and Chief Financial
Officer (858) 404-8826.