Current Report Filing (8-k)
08 Februar 2021 - 10:24PM
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):
February 5, 2021
FRANCESCA’S HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in
Its Charter)
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Delaware
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001-35239
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(State or Other Jurisdiction of Incorporation)
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20-8874704
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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8760 Clay Road,
Houston, Texas
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77080
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(Address of Principal Executive Offices)
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(Zip Code)
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(713) 864-1358
(Registrant’s Telephone Number, Including
Area Code)
(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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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $.01 per share
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FRAN*
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The Nasdaq Stock Market LLC*
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* As previously disclosed, the Company’s common stock
was suspended from trading on The Nasdaq Stock Market (“Nasdaq”) at the opening of business on December 15, 2020
and Nasdaq has commenced proceedings to delist and deregister the Company’s common stock from Nasdaq.
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).
Emerging growth company o
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
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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) On February 8, 2021, Ms. Marie
Toulantis resigned from her position as a Class I director of the Board of Directors (the “Board”) of
Francesca’s Holdings Corporation (the “Company”) and Mr. Richard Emmett resigned from his position as a
Class II director of the Board, in each case, effective immediately. The resignation of Ms. Toulantis and Mr. Emmett was not
the result of a disagreement with the Company or on any matter relating to the Company’s operations, policies or
practices.
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Item 7.01
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Regulation FD Disclosure.
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As previously reported, on December 3,
2020, the Company and each of its subsidiaries (together with the Company,
the “Debtors”) commenced voluntary cases (the “Chapter 11 Cases”) for relief under chapter 11 of title
11 of the United States Code, §§ 101-1532, et seq. in the United States Bankruptcy Court for the District
of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption In re:
Francesca's Holdings Corporation, et al., Case No. 20-13076 (BLS).
On February 5, 2021, the Debtors filed
with the Bankruptcy Court their monthly operating report for the period beginning December
3, 2020 and ending January 2, 2021 (the “Monthly Operating Report”). This Current Report on Form 8-K, including
the exhibit hereto (the “Form 8-K”), will not be deemed an admission as to the materiality of any information
disclosed herein. The Monthly Operating Report and other documents filed with the Bankruptcy Court are available for review and
free of charge online at https://cases.stretto.com/francescas. Documents and other information available on such website
are not part of this Form 8-K and are not deemed to be incorporated by reference in this Form 8-K.
A copy of the Monthly Operating Report
is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. This information shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing
of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Cautionary
Statement Regarding the Monthly Operating Report
The Company cautions
investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company.
The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of
complying with the reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by
independent accountants, was not prepared in accordance with generally accepted accounting principles, is in a format prescribed
by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There can be no assurance that,
from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete.
Results and projections set forth in the Monthly Operating Report should not be viewed as indicative of future results.
Cautionary
Statement Regarding Forward-Looking Information
Certain statements
in the Monthly Operating Report are "forward-looking statements" made pursuant to the safe-harbor provisions of
the Private Securities Litigation Reform Act of 1995, as amended. 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 are expected. These risks and uncertainties include, but are not limited to, the following:
risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court
with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases, the effects
of the Chapter 11 Cases, including increased legal and other professional costs incurred in connection with the Company’s
recently completed asset sale, on the Company’s liquidity (including the availability of operating capital during the pendency
of the Chapter 11 Cases), results of operations or business prospects during the Chapter 11 Cases; the length of time that the
Company will operate under Chapter 11 protection; risks associated with third-party motions in the Chapter 11 Cases and the Company’s
ability to realize proceeds from remaining assets; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter
11 Cases in general; risks associated with the Company’s planned closing of boutiques in connection with the Company’s
recently completed asset sale; and risks related to the trading of the Company’s
common stock on the OTC Pink Market and impacts from the impending delisting of the Company’s common stock from the
Nasdaq Stock Market LLC. For additional information regarding these and other risks and uncertainties that could cause actual results
to differ materially from those contained in the Company’s forward-looking statements, please refer to "Risk
Factors" in the Company’s Annual Report on Form 10-K for the year ended February 2, 2020 filed with the Securities and
Exchange Commission on May 1, 2020. The Company undertakes no obligation to publicly update or revise any forward-looking statement.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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FRANCESCA’S HOLDINGS CORPORATION
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Date:
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February
8, 2021
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By:
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/s/ Anthony
Saccullo
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Anthony Saccullo
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Chief Wind-down Officer
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