As filed with the Securities and Exchange
Commission on March 25, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
FRANCESCA’S
HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
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20-8874704
(I.R.S. Employer Identification
Number)
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c/o Francesca’s Services Corporation
Attention: Kal Malik, Executive Vice
President, Chief Administrative Officer and General Counsel
8760 Clay Road
Houston, Texas 77080
(713) 864-1358
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Kal Malik
Chief Administrative Officer
8760 Clay Road
Houston, Texas 77080
(713) 864-1358
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of Communications to:
Sung Pak, Esq.
O’Melveny & Myers LLP
7 Times Square
New York, New York 10036
(212) 326-2000
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From time to time after the effective
date of this Registration Statement.
(Approximate date of
commencement of proposed sale to the public)
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box.
¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
check the following box.
ý
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering.
¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
ý
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):
Large accelerated filer
ý
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Accelerated filer
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Non-accelerated filer
¨
(Do not check if a
smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities
to be registered
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Amount to be
Registered
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Proposed maximum
offering price per
unit
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Proposed maximum
aggregate offering
price
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Amount of
registration fee
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Common Stock, par value $0.01 per share
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(1)
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(1)
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(1)
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(1)
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(1) An indeterminate number
of securities or aggregate offering price is being registered as may from time to time be issued at indeterminate prices. In accordance
with Rules 456(b) and 457(r) promulgated under the Securities Act of 1933, we are deferring payment of all of the registration
fees.
PROSPECTUS
Francesca’s
Holdings Corporation
Common
Stock
By this prospectus we may offer
to sell shares of common stock of Francesca’s Holdings Corporation that may be offered and sold from time to time in amounts,
at prices and on terms that will be determined at the time of such offerings.
Each time shares of common stock
of Francesca’s Holdings Corporation are offered and sold pursuant to this prospectus, we will provide a prospectus supplement
and attach it to this prospectus. The prospectus supplement will contain more specific information about the offering. The prospectus
supplement may also supplement, update or amend information contained in this prospectus. This prospectus may not be used to sell
any shares of the common stock of Francesca’s Holdings Corporation unless accompanied by a prospectus supplement.
You should carefully read this prospectus and
the accompanying prospectus supplement, as well as any documents incorporated by reference herein or therein, before you invest
in our common stock.
Our common stock is listed on
The NASDAQ Global Select Market under the symbol “FRAN.”
See “Risk Factors”
on page 2 to read about factors you should consider before buying shares of our common stock.
Neither the Securities and
Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated March 25,
2016
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a shelf registration
statement that we have filed with the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned
issuer” (as defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”)) using a “shelf”
registration process. Under this shelf registration process, we may, from time to time, offer and/or sell the common stock described
in this prospectus and in an accompanying prospectus supplement in one or more offerings.
This prospectus provides you with a general
description of the common stock we may offer. Each time we sell our common stock using this prospectus, we will provide a prospectus
supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. To the extent that any statement made in an accompanying prospectus supplement
is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded
by those made in the accompanying prospectus supplement.
We are a holding company and all of our
business operations are conducted through our subsidiaries. Except where the context otherwise requires or where otherwise indicated,
the terms “francesca’s®,” “we,” “us,” “our,” “the company,”
“our company” and “our business” refer to Holdings and its consolidated subsidiaries as a combined entity.
We are responsible only for the information
contained in or incorporated by reference into this prospectus, any accompanying prospectus supplement, any related free writing
prospectus issued or authorized by us and the documents incorporated by reference in this prospectus and the accompanying prospectus
supplement. We have not authorized anyone to provide any information or make any representations other than the information and
representations contained or incorporated by reference into this prospectus and the accompanying prospectus supplement and any
related free writing prospectus issued or authorized by us. If anyone provides you with different or inconsistent information,
we take no responsibility for any such information. This prospectus may be used only for the purpose for which it has been prepared.
You should not assume that the information contained in or incorporated by reference into this prospectus, any accompanying prospectus
supplement or any other offering materials is accurate as of any date other than the date of the applicable document.
This prospectus and any accompanying prospectus
supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities
to which they relate, nor do this prospectus or any accompanying prospectus supplement constitute an offer to sell or the solicitation
of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction.
Basis
of Presentation
We operate on a fiscal calendar which, in
a given fiscal year, consists of a 52- or 53-week period ending on the Saturday closest to January 31st.
Trademarks
We operate under our trademarks, including
“francesca’s®,” which are registered under applicable intellectual property laws. This prospectus, any accompanying
prospectus supplement and the filings incorporated by reference herein and therein contain references to our trademarks and service
marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus,
any accompanying prospectus supplement and the filings incorporated by reference herein and therein may appear without the ®
or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under
applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use
or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship
of us by, any other companies.
PROSPECTUS SUMMARY
This summary highlights information contained
elsewhere in this prospectus and the documents incorporated by reference herein. This summary does not contain all of the information
you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the “Risk
Factors” section in our filings with the SEC pursuant to Sections 13(a), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) and our consolidated financial statements and related notes incorporated by reference
in this prospectus, before making an investment decision. Some of the statements in this prospectus and in the documents incorporated
by reference constitute forward-looking statements. See “Special Note Regarding Forward-Looking Statements” for more
information.
Our Company
francesca’s
®
is a growing specialty retailer which operates a nationwide-chain of boutiques providing customers a unique, fun and differentiated
shopping experience. The merchandise assortment is a diverse and balanced mix of apparel, jewelry, accessories and gifts. As of
January 30, 2016, francesca’s
®
operated 616 boutiques in 47 states and
the District of Columbia and also served its customers through
www.francescas.com
, our direct-to-consumer website.
By offering a differentiated shopping
experience and high-quality, trend-right merchandise at a compelling value, our boutiques have been successful across a wide variety
of geographic markets and shopping venues. We believe we have an opportunity to continue to grow our boutique base from 616 locations
in 47 states and the District of Columbia as of January 30, 2016 to approximately 900 boutiques in the United States over the next
five years based on our flexible boutique format, the financial characteristics of our boutiques and our ongoing analysis of shopping
venues that meet our criteria for new boutiques.
Corporate and Other Information
We opened our first boutique in Houston,
Texas in 1999. Holdings was incorporated in Delaware in 2007. We are a holding company and all of our business operations are conducted
through our subsidiaries. In July 2011, we completed our initial public offering. For additional information about our business,
operations and financial results, see the documents listed under “Incorporation by Reference.”
Office Location
Our principal executive
office is located at 8760 Clay Road, Houston, Texas 77080, our telephone number is (713) 864-1358 and our fax number is (713) 426-2751.
We maintain a website at
www.francescas.com
. We do not incorporate the information contained on, or accessible through,
our website into this prospectus or any accompanying prospectus supplement, and you should not consider it part of this prospectus
or any accompanying prospectus supplement.
RISK FACTORS
An investment in our common stock involves
risk. You should carefully consider the risks described in the prospectus supplement related to a particular offering, documents
incorporated by reference into this prospectus, including our filings with the SEC pursuant to Sections 13(a), 14 or 15(d) of the
Exchange Act and all other information contained in this prospectus and the accompanying prospectus supplement before making a
decision to invest in shares of our common stock. If any of the described risks actually occurs, our business, financial condition,
results of operation, cash flow and prospects could be materially and adversely affected. As a result, the trading price of our
common stock could decline and you could lose all or part of your investment in our common stock. In assessing the risks described
in the documents incorporated by reference into this prospectus, you should also refer to the other information contained in or
incorporated by reference into this prospectus and the accompanying prospectus supplement related to a particular offering, including
our consolidated financial statements and the related notes, before deciding to invest in our common stock.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus, any accompanying prospectus
supplement and the information incorporated by reference herein or therein contains statements that constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements concern our
business, operations and financial performance and condition as well as our plans, objectives and expectations for our business
operations and financial performance and condition, which are subject to risks and uncertainties. All statements other than statements
of historical fact included in this prospectus, any accompanying prospectus supplement and in the documents incorporated by reference
herein and therein are forward-looking statements. These statements may include words such as “aim”, “anticipate”,
“assume”, “believe”, “can have”, “could”, “due”, “estimate”,
“expect”, “goal”, “intend”, “likely”, “may”, “objective”,
“plan”, “potential”, “positioned”, “predict”, “should”, “target”,
“will”, “would” and other words and terms of similar meaning in connection with any discussion of the timing
or nature of future operating or financial performance or other events or trends. For example, all statements we make relating
to our estimated and projected earnings, sales, costs, expenditures, cash flows, growth rates, market share and financial results,
our plans and objectives for future operations, growth or initiatives, strategies or the expected outcome or impact of pending
or threatened litigation are forward-looking statements.
These forward-looking statements are based
on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and our management’s
beliefs and assumptions. These statements are not guarantees of future performance or development and involve known and unknown
risks, uncertainties and other factors that are in many cases beyond our control. All of our forward-looking statements are subject
to risks and uncertainties that may cause our actual results to differ materially from our expectations. These risks and uncertainties
include, but are not limited to, the following: the risk that we cannot anticipate, identify and respond quickly to changing fashion
trends and customer preferences; our ability to attract a sufficient number of customers to our boutiques or sell sufficient quantities
of our merchandise through our direct-to-consumer business; our ability to successfully open and operate new boutiques each year;
our ability to efficiently source and distribute additional merchandise quantities necessary to support our growth; and our ability
to attract and integrate a new Chief Financial Officer. For additional information regarding these risks and other risks and uncertainties
that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to “Risk
Factors” in our filings with the SEC pursuant to Section 13(a), 14 or 15(d) of the Exchange Act.
We derive many of our forward-looking statements
from our own operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions
are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate
all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our
expectations, or cautionary statements, are disclosed under “Risk Factors” in our filings with the SEC pursuant to
Sections 13(a), 14 or 15(d) of the Exchange Act and under “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in our filings with the SEC pursuant to Sections 13(a), 14 or 15(d) of the Exchange Act. All written
and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety
by the cautionary statements contained or incorporated by reference in this prospectus, any accompanying prospectus supplement
as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You
should evaluate all forward-looking statements made in this prospectus, any accompanying prospectus supplement or in the documents
incorporated by reference herein or therein and otherwise in the context of these risks and uncertainties.
Potential investors and other readers are
urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance
on any forward-looking statements we make. Except as required by law, we undertake no obligation to update or revise any forward-looking
statements publicly whether as a result of new information, future developments or otherwise.
USE OF PROCEEDS
We will use the net proceeds we receive
from the sale of the shares of our common stock offered by this prospectus for general corporate purposes, unless we specify otherwise
in the applicable prospectus supplement. General corporate purposes may include additions to working capital, capital expenditures,
repayment of debt, the financing of possible acquisitions and investments or stock repurchases.
DESCRIPTION OF CAPITAL STOCK
The following description of our capital
stock and provisions of our certificate of incorporation and bylaws, are summaries only. These summaries do not purport to be complete
and are subject to and qualified by reference to our certificate of incorporation and bylaws and by the provisions of applicable
law.
Authorized Capitalization
Our authorized capital stock consists of
80,000,000 shares of common stock, par value $0.01 per share, and 45,000 shares of preferred stock, par value $0.01 per share.
As of March 15, 2016, there were outstanding:
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40,540,752 shares of our common stock held by approximately 81 holders of record;
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1,479,413 shares issuable upon exercise of outstanding stock options; and
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547,432 shares issuable pursuant to outstanding restricted stock awards.
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Common Stock
Voting Rights
Each holder of our common stock is entitled
to one vote for each share on all matters submitted to a vote of stockholders, including the election or removal of directors.
Generally, all matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast by the holders
of common stock present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock.
An election of directors by our stockholders
shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election; provided that pursuant
to our voting policy approved by our board of directors on March 15, 2016, any nominee for director who receives a greater number
of “withhold” votes than “for” votes in an uncontested election is expected to tender to our board of directors
his or her resignation promptly following the certification of the election results. The nominating and corporate governance committee
of our board of directors will consider any resignation tendered under the voting policy and recommend to our board of directors
whether to accept or reject such resignation. Our board of directors will then act on such resignation. There are no cumulative
voting rights for the election of directors, which means that the holders of a majority of the shares of our common stock voted
will be entitled to elect all of our directors.
Dividends
Subject to the rights of holders of any
then outstanding shares of our preferred stock, holders of our common stock are entitled to receive ratably any dividends that
may be declared by our board of directors out of funds legally available therefor.
Liquidation
In the event of our liquidation, dissolution
or winding up, holders of our common stock would be entitled to share ratably in all assets available for distribution to stockholders
after the payment of or provision for all of our debts and other liabilities and the satisfaction of any liquidation preference
granted to the holders of any then outstanding shares of preferred stock.
Other Rights
Holders of our common stock do not have
preemptive rights to purchase shares of our stock. The shares of our common stock are not subject to any redemption provisions
and are not convertible into any other shares of our capital stock. The rights, preferences and privileges of holders of our common
stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future.
Blank Check Preferred Stock
Under the terms of our certificate of incorporation,
our board of directors will have the authority, without further action by our stockholders, to issue up to 45,000 shares of preferred
stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including voting rights, dividend
rights, conversion rights, redemption privileges and liquidation preferences. There are currently no shares of preferred stock
outstanding, and we have no present plans to issue any shares of preferred stock.
The purpose of authorizing our board of
directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder
vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions,
future financings and other corporate purposes, could make it more difficult for a third party to acquire control of our company,
or could adversely affect the rights of our common stockholders by restricting dividends on the common stock, diluting the voting
power of the common stock, impairing the liquidation rights of the common stock or delaying or preventing a change in control without
further action by the stockholders. As a result of these or other factors, the issuance of preferred stock could have an adverse
impact on the market price of our common stock.
Anti-Takeover Effects of Certain Provisions of Delaware Law,
the Certificate of Incorporation and the Bylaws
Our certificate of incorporation and our
bylaws contain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board
of directors and that could make it more difficult to acquire control of our company by means of a tender offer, open market purchases,
a proxy contest or otherwise. We expect that these provisions, which are summarized below, will discourage coercive takeover practices
or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first
negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor
of our stockholders. However, they also give our board of directors the power to discourage acquisitions that some stockholders
may favor. A description of these provisions is set forth below.
Classified Board
Our certificate of incorporation provides
for our board of directors to be divided into three classes, with staggered three-year terms. Only one class of directors will
be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective
three-year terms. Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the shares
of common stock outstanding will be able to elect all of our directors. A third party may be discouraged from making a tender offer
or otherwise attempting to obtain control of us as it is more difficult and time-consuming for stockholders to replace a majority
of the directors on a classified board.
No Cumulative Voting
Under Delaware law, the right to vote cumulatively
does not exist unless the certificate of incorporation specifically authorizes cumulative voting. Our certificate of incorporation
does not grant stockholders the right to vote cumulatively; therefore stockholders holding a majority of the shares of common stock
outstanding will be able to elect all of our directors.
Stockholder Action by Written Consent and Special Meetings
of Stockholders
Pursuant to Section 228 of the Delaware
General Corporation Law, any action required to be taken at any annual or special meeting of the stockholders may be taken without
a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed
by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless the company’s
certificate of incorporation provides otherwise. However, our certificate of incorporation and bylaws provides that all stockholder
action must be effected at a duly called meeting of stockholders and not by written consent, and that only our board of directors
or chief executive officer may call a special meeting of stockholders.
Requirements for Advance Notification of Stockholder Meetings,
Nominations and Proposals
Our bylaws include an advance notice procedure
for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates
for election to our board of directors. Stockholders at an annual meeting will only be able to consider proposals or nominations
specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors, or by a stockholder
of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice
in proper form to our secretary of the stockholder’s intention to bring such business before the meeting. These provisions
could have the effect of delaying stockholder actions until the next stockholder meeting that are favored by the holders of a majority
of our outstanding voting securities or may discourage or deter a potential acquirer from conducting a solicitation of proxies
to elect its own slate of directors or otherwise attempt to obtain control of us.
Stockholder Actions
Our certificate of incorporation includes
provisions requiring that all stockholder actions against us or any of its directors, officers, or employees in their capacity
as such be brought in the courts of the State of Delaware. We expect that these provisions will discourage venue shopping that
may unduly increase the costs and expenses to us in connection with stockholder actions; however, these provisions could have the
effect of discouraging the filing of certain stockholder actions against us.
Blank Check Preferred Stock
We believe that the availability of the
preferred stock under our certificate of incorporation provides us with flexibility in addressing corporate issues that may arise.
Having these authorized shares available for issuance will allow us to issue shares of preferred stock without the expense and
delay of a special stockholders’ meeting. The authorized shares of preferred stock, as well as shares of common stock, will
be available for issuance without further action by our stockholders, unless action is required by applicable law or the rules
of any stock exchange on which our securities may be listed. The board of directors has the power, subject to applicable law, to
issue series of preferred stock that could, depending on the terms of the series, impede the completion of a merger, tender offer
or other takeover attempt. For instance, subject to applicable law, a series of preferred stock might impede a business combination
by including class voting rights which would enable the holder or holders of such series to block a proposed transaction. Our board
of directors will make any determination to issue shares of preferred stock based on its judgment as to our and our stockholders’
best interests. Our board of directors, in so acting, could issue preferred stock having terms which could discourage an acquisition
attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which
stockholders might receive a premium for their stock over the then prevailing market price of the stock.
Super-Majority Voting
Our certificate of incorporation requires
a 66.7% stockholder vote for the amendment, repeal or modification of certain provisions of our certificate of incorporation and
bylaws relating to the classification of our board of directors, the requirement that stockholder actions be effected at a duly
called meeting and the designated parties entitled to call a special meeting of the stockholders. The combination of the classification
of our board of directors, the lack of cumulative voting and the 66.7% stockholder voting requirements will make it more difficult
for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing
our board of directors. Because our board of directors has the power to retain and discharge our officers, these provisions could
also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization
of blank check preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights
or preferences that could impede the success of any attempt to change control of our company.
These provisions may have the effect of
deterring hostile takeovers, delaying, or preventing changes in control of our management or our company, such as a merger, reorganization
or tender offer. These provisions are intended to enhance the likelihood of continued stability in the composition of our board
of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition
of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are
intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging
others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of
our shares that could result from actual or rumored takeover attempts. Such provisions may also have the effect of preventing changes
in our management.
Delaware Takeover Statute
Our certificate of incorporation provides
that we are not governed by Section 203 of the Delaware General Corporation Law. Accordingly, we are not subject to the anti-takeover
effects of Section 203 which would have imposed additional requirements regarding mergers and other business combinations.
Limitation on Liability of Directors and Officers
Our certificate of incorporation limits
the liability of directors to the fullest extent permitted by Delaware law. The effect of these provisions is to eliminate the
rights of us and our stockholders, through stockholders’ derivative suits on behalf of our company, to recover monetary damages
from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However,
exculpation does not apply to any director if the director has acted in bad faith, knowingly or intentionally violated the law,
authorized illegal dividends or redemptions or derived an improper benefit from his or her actions as a director.
In addition, our certificate of incorporation
and bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. We also expect
to continue to maintain directors’ and officers’ liability insurance. We believe that these indemnification provisions
and insurance are useful to attract and retain qualified directors and executive officers.
The limitation of liability and indemnification
provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors
for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation
against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders.
In addition to the indemnification required
in our certificate of incorporation and bylaws, we have entered into indemnification agreements with each of our current directors
and executive officers. These agreements provide for the indemnification of our directors and executive officers for all reasonable
expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they
are or were our agents. We believe that these bylaw provisions and indemnification agreements, as well as our maintaining directors’
and officers’ liability insurance, help to attract and retain qualified persons as directors and officers.
Transfer Agent and Registrar
The transfer agent and registrar for our
common stock is Computershare, Inc.
PLAN OF DISTRIBUTION
We may sell from time to time the shares
of our common stock covered by this prospectus and any accompanying prospectus supplement in and outside the United States through
underwriters or dealers, directly to purchasers, including our affiliates, through agents or through a combination of any of these
methods.
The shares of common stock sold pursuant
to this prospectus may be sold by one or more of the following methods:
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purchases by underwriters, dealers and agents that may receive compensation in the form of underwriting discounts, concessions
or commissions from us, and/or purchasers of the shares for whom they may act as agent;
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a block trade in which the broker or dealer so engaged will attempt to sell the shares of common stock as an agent but may
position and resell a portion of the block as principal to facilitate the transaction;
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ordinary brokerage transactions and transactions in which the broker solicits purchasers;
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purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus;
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privately negotiated transactions;
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any combination of any of these methods; and
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any other method pursuant to applicable law.
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The prospectus supplement applicable to
a particular offering will include the following information:
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the terms of the offering;
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the names of any underwriters or agents;
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the name or names of any managing underwriter or underwriters;
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the purchase price of the common stock;
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the net proceeds from the sale of the common stock;
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any delayed delivery arrangements;
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any underwriting discounts, commissions and other items constituting underwriters' compensation;
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any public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any commissions paid to agents.
|
Sale Through Underwriters or Dealers
If underwriters are used in the sale of
shares of common stock pursuant to this prospectus and any accompanying prospectus supplement, the underwriters will acquire such
shares for their own account. The underwriters may resell such shares from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The underwriters
may offer the shares of common stock to the public either through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you otherwise in any prospectus supplement, the obligations
of the underwriters to purchase the common stock will be subject to certain conditions, and the underwriters will be obligated
to purchase all the offered shares of common stock if they purchase any such shares. The underwriters may change from time to time
any public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
During and after an offering through underwriters,
the underwriters may purchase and sell the shares of common stock in the open market. These transactions may include overallotment
and stabilizing transactions and purchases to cover syndicate short positions created in connection with such offering. The underwriters
may also impose a penalty bid, which means that selling concessions allowed to syndicate members or other broker-dealers for the
offered shares of common stock sold for their account may be reclaimed by the syndicate if such shares are repurchased by the syndicate
in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the common
stock, which may be higher than the price that might otherwise prevail in the open market. If commenced, the underwriters may discontinue
these activities at any time.
If dealers are used in the sale of any shares
of common stock pursuant to this prospectus, we will sell such shares to the dealers as principals. The dealers may then resell
such shares to the public at varying prices determined by the dealers at the time of resale. We will include in the prospectus
supplement the names of the dealers and the terms of the transaction.
Direct Sales and Sales Through Agents
We may sell the common stock directly, and
not through underwriters or agents. Shares of common stock may also be sold through agents designated from time to time. In the
prospectus supplement, we will name any agent involved in the offer or sale of the common stock, and we will describe any commissions
payable to the agent. Unless we inform you otherwise in a prospectus supplement, any agent will agree to use its reasonable best
efforts to solicit purchases for the period of its appointment.
We may sell shares of common stock directly
to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect
to any sale of such shares. We will describe the terms of any such sales in a prospectus supplement.
Delayed Delivery Contracts
If we so indicate in a prospectus supplement,
we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase the shares of
common stock from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and
delivery on a specified date in the future. The contracts would be subject only to those conditions described in a prospectus supplement.
Such prospectus supplement will describe the commission payable for solicitation of those contracts.
General Information
We may have agreements with the agents,
dealers and underwriters to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or
to contribute with respect to payments that the agents, dealers or underwriters may be required to make. Agents, dealers and underwriters
may be customers of, engage in transactions with or perform services for, us in the ordinary course of their businesses.
If five percent or more of the net proceeds
of any offering of common stock made under this prospectus will be received by members of the Financial Industry Regulatory Authority,
which we refer to in this prospectus as “FINRA,” participating in the offering or by affiliates or associated persons
of such FINRA members, the offering will be conducted in accordance with FINRA Conduct Rule 5121.
The maximum aggregate commission or discount
to be received by any member of FINRA or independent broker dealer will not be greater than 8% of the gross proceeds of the sale
of common stock offered pursuant to this prospectus and any applicable prospectus supplement.
LEGAL MATTERS
The validity of the common stock offered
by this prospectus will be passed upon for us by O’Melveny & Myers LLP, New York, New York.
EXPERTS
The consolidated financial statements of
Francesca’s Holdings Corporation appearing in Francesca’s Holdings Corporation’s Annual Report (Form 10-K) for the year ended
January 30, 2016 and the effectiveness of Francesca’s Holdings Corporation’s internal control over financial reporting
as of January 30, 2016 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth
in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on
Form S-3 with the SEC under the Securities Act. This prospectus is a part of the registration statement and, as permitted
by the SEC’s rules, does not contain all of the information presented in the registration statement. Whenever we make reference
in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you
should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.
This prospectus is part of the registration statement but the registration statement includes and incorporates by reference additional
information and exhibits. Whenever we make reference in this prospectus or in the filings incorporated by reference to any
of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits
attached to or incorporated by reference into the registration statement for copies of the actual contract, agreement or other
document.
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. You may read and copy the registration statement and any document we
file with the SEC at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains
a web site that contains reports, proxy and information statements and other information regarding companies, such as ours, that
file documents electronically with the SEC. The address of that site on the world wide web is
http://www.sec.gov
.
The information on the SEC’s web site is not part of this prospectus, and any references to this web site or any other website
are inactive textual references only. We intend to furnish our stockholders with annual reports containing consolidated financial
statements audited by our independent registered public accounting firm. We maintain a website at
www.francescas.com
. Our
website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus
or the registration statement of which this prospectus forms a part, and you should not rely on any such information in making
your decision whether to purchase our securities.
INCORPORATION BY REFERENCE
The SEC permits us to “incorporate
by reference” the information contained in documents we file with the SEC, which means that we can disclose important information
to you by referring you to those documents rather than by including them in this prospectus or an accompanying prospectus supplement.
Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same
care that you read this prospectus. Information incorporated by reference from earlier documents is superseded by the information
set forth in this prospectus, any accompanying prospectus supplement and by information incorporated by reference from more recent
documents. Any statement so superseded shall not be deemed to constitute a part of this prospectus. We have filed with the SEC,
and incorporate by reference in this prospectus:
|
(1)
|
our Annual Report on Form 10-K for the year ended January 30, 2016 (filed with the SEC on March 25, 2016);
|
|
(2)
|
the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended January 31, 2015
(filed with the SEC on March 27, 2015) from our Definitive Proxy Statement on Schedule 14A (filed with the SEC on April 24, 2015);
|
|
(3)
|
our Current Reports on Form 8-K filed on June 9, 2015, July 20, 2015 (only with respect to Item 5.02), August 18, 2015 (only
with respect to Item 5.02 and Exhibit 10.1 of Item 9.01), November 20, 2015 (only with respect to Item 5.02), January 8, 2016 and
March 25, 2016 (only with respect to Item 5.02 and Exhibit 10.1 of Item 9.01); and
|
|
(4)
|
the description of our common stock contained in the Registration Statement on Form 8-A filed on July 14, 2011 under Section
12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
|
All documents and reports that we file with
the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus until the termination of the applicable offering
under the applicable accompanying prospectus supplement shall be deemed to be incorporated by reference in this prospectus and
the applicable accompanying prospectus supplement. Later information that we file with the SEC will automatically update and supersede
the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part
of this prospectus from the date those documents are filed.
You may request a copy of these filings,
at no cost, by writing or by telephoning us at the following address or telephone number:
Francesca’s Holdings Corporation
c/o Francesca’s
Services Corporation
Attention: Secretary
8760 Clay Road
Houston, Texas 77080
(713) 864-1358
Francesca’s Holdings Corporation
Common Stock
PROSPECTUS
PART II
INFORMATION NOT REQUIRED
IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE
AND DISTRIBUTION
The following table sets forth the fees
and expenses, other than underwriting discounts and commissions, payable in connection with the registration of the common stock
hereunder.
SEC registration fee
|
|
$
|
(1
|
)
|
FINRA filing fee
|
|
|
—
|
|
The NASDAQ Global Select Market listing fee
|
|
|
(2
|
)
|
Accounting fees and expenses
|
|
|
(2
|
)
|
Legal fees and expenses
|
|
|
(2
|
)
|
Blue Sky fees and expenses
|
|
|
(2
|
)
|
Transfer Agent fees and expenses
|
|
|
(2
|
)
|
Printing and engraving expenses
|
|
|
(2
|
)
|
Miscellaneous Expenses
|
|
|
(2
|
)
|
|
|
|
|
|
Total
|
|
|
(2
|
)
|
|
(1)
|
In accordance with Rules 456(b) and 457(r), we are deferring payment of all of the registration fee.
|
|
(2)
|
Estimated expenses are not presently known.
|
ITEM 15. INDEMNIFICATION OF DIRECTORS
AND OFFICERS
Section 102(b)(7) of the Delaware General
Corporation Law, or the DGCL, permits a corporation in its certificate of incorporation or an amendment to eliminate or limit the
personal liability of its directors or its stockholders for monetary damages for a breach of fiduciary duty as a director, except
where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of law or obtained an improper
personal benefit. Our certificate of incorporation provides for this limitation of liability.
Section 145 of the DGCL provides that a
corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving
at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by the person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of
the corporation, to which he or she is a party by reason of such position, if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145 further provides that in the case
of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
Section 145(g) of the DGCL further authorizes
a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against and
incurred by such person in any indemnified capacity, or arising out of such person’s status as such, regardless of whether
the corporation would otherwise have the power to indemnify under Delaware law.
Our certificate of incorporation and our
bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by Delaware law and must also
pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by
or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person
is not entitled to be indemnified under this section or otherwise.
We have entered into indemnification agreements
with each of our directors and executive officers. In general, these agreements provide that we will indemnify the director or
executive officer to the fullest extent permitted by law for claims arising in his or her capacity as a director or officer or
in connection with his or her service at our request for another corporation or entity.
The indemnification rights set forth above
shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision
of our certificate of incorporation, our bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
We maintain standard policies of insurance
that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other
wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.
The underwriting agreement to be filed as
an exhibit to this registration statement will provide for indemnification of us and our directors and certain of our officers
by the underwriter[s] for certain liabilities.
ITEM 16. EXHIBITS
The
Exhibit Index filed herewith and appearing immediately before the exhibits hereto is incorporated by reference in this Item 16.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
i.
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
ii.
To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
iii.
To include any material information with respect to the plan of distribution not previously disclosed in this registration
statement or any material change to such information in this registration statement;
provided, however,
that paragraphs (1)(i), (1)(ii) and
(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
the time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
|
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
i.
Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of this registration statement
as of the date the filed prospectus was deemed part of and included in this registration statement; and
ii.
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement
in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing
the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of this registration statement
relating to the securities in this registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in this registration
statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by
reference into this registration statement or prospectus that is part of this registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement
or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date.
|
(5)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
|
i.
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to
this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
a.
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
|
|
b.
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
|
|
c.
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
d.
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b) The undersigned registrant further undertakes:
|
(1)
|
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof;
|
|
(2)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the provisions described in Item 15 above, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Houston, State of Texas, on March 25, 2016.
|
FRANCESCA’S HOLDINGS CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/ Michael W. Barnes
|
|
|
Michael W. Barnes
|
|
|
Chief Executive Officer
|
POWER OF ATTORNEY
We, the undersigned officers and directors
of Francesca’s Holdings Corporation, hereby severally constitute and appoint Michael W. Barnes and Kal Malik, and each of
them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this Registration Statement, and any other registration statement
for the same offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to
be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates
indicated.
/s/ Michael W. Barnes
|
|
Chairman, President and Chief Executive Officer
|
|
March 25, 2016
|
Michael W. Barnes
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Cindy Thomasse
|
|
Interim Chief Financial Officer
|
|
March 25, 2016
|
Cindy Thomasse
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Patricia A. Bender
|
|
Director
|
|
March 25, 2016
|
Patricia A. Bender
|
|
|
|
|
|
|
|
|
|
/s/ Richard Emmett
|
|
Director
|
|
March 25, 2016
|
Richard Emmett
|
|
|
|
|
|
|
|
|
|
/s/ Laurie Ann Goldman
|
|
Director
|
|
March 25, 2016
|
Laurie Ann Goldman
|
|
|
|
|
|
|
|
|
|
/s/ Richard Kunes
|
|
Director
|
|
March 25, 2016
|
Richard Kunes
|
|
|
|
|
|
|
|
|
|
/s/ Joseph O’Leary
|
|
Director
|
|
March 25, 2016
|
Joseph O’Leary
|
|
|
|
|
|
|
|
|
|
/s/ Martyn Redgrave
|
|
Director
|
|
March 25, 2016
|
Martyn Redgrave
|
|
|
|
|
|
|
|
|
|
/s/ Marie Toulantis
|
|
Director
|
|
March 25, 2016
|
Marie Toulantis
|
|
|
|
|
EXHIBIT INDEX
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
1.1
|
|
Form of Underwriting Agreement (to be filed by amendment to the registration statement or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference).
|
|
|
|
4.1
|
|
Amended and Restated Certificate of Incorporation of Francesca’s Holdings Corporation (incorporated by reference to Exhibit 3.3 of Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-173581) filed by Francesca’s Holdings Corporation on July 14, 2011).
|
|
|
|
4.2
|
|
Amended and Restated Bylaws of Francesca’s Holdings Corporation (incorporated by reference to Exhibit 3.4 of Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-173581) filed by Francesca’s Holdings Corporation on July 14, 2011).
|
|
|
|
4.3
|
|
Form of Specimen Common Stock of Francesca’s Holdings Corporation (incorporated by reference to Exhibit 4.1 of Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-173581) filed by Francesca’s Holdings Corporation on July 13, 2011).
|
|
|
|
5.1
|
|
Opinion of O’Melveny & Myers LLP.
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP.
|
|
|
|
23.2
|
|
Consent of O'Melveny & Myers LLP (included in their opinion filed as Exhibit 5.1).
|
|
|
|
24.1
|
|
Power of Attorney (included on signature page).
|
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