Current Report Filing (8-k)
March 18 2019 - 4:43PM
Edgar (US Regulatory)
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): March 13, 2019
DESTINATION MATERNITY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-21196
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13-3045573
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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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232 Strawbridge Drive
Moorestown, NJ 08057
(Address of principal executive offices)
Registrants telephone number, including area code: (856)
291-9700
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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☐
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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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☐
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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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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 ☐
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) On March 13, 2019, Holly Alden informed the
Board of Directors (the
Board
) of Destination Maternity Corporation (the
Company
) that she had decided to resign from the Board, effective immediately. Ms. Aldens resignation is not due to any
disagreement with the Company on any matter relating to the Companys operations, policies or practices.
(d) On March 18, 2019, the Board appointed Lisa Gavales to the Board of the Company to fill the vacancy created by
the resignation of Ms. Alden. Ms. Gavales will serve as a member of the Companys Nominating and Corporate Governance Committee. There are no arrangements or understandings between Ms. Gavales and any other persons pursuant to
which she was appointed as a director of the Company, she has no family relationships with any of the Companys directors or executive officers, and she is not a party to, and she does not have any direct or indirect material interest in, any
transaction requiring disclosure under Item 404(a) of Regulation
S-K.
In connection with the
appointment of Ms. Gavales as a
non-employee
director of the Company, the Board granted her 4,000 shares of restricted stock pursuant to the Companys 2005 Equity Incentive Plan. These shares of
restricted stock will vest on the first anniversary of the grant date.
Item 7.01. Regulation FD Disclosure.
On March 18, 2019, the Company issued a press release in connection with the appointment of Ms. Gavales as a director. A copy of the press
release is furnished as exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 duly authorized.
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Date: March 18, 2019
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DESTINATION MATERNITY CORPORATION
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By:
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/s/ Marla A. Ryan
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Marla A. Ryan
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Chief Executive Officer
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