Current Report Filing (8-k)
May 17 2016 - 8:01AM
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):
May 15, 2016
FRANCESCA’S HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in
Its Charter)
001-35239
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Delaware
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20-8874704
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(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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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Item 2.02
.
Results of Operations and Financial
Condition.
On May 17, 2016, Francesca’s Holdings
Corporation (the “Company”) issued a press release that included certain preliminary results for the fiscal first quarter
ended April 30, 2016. A copy of the press release 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.
Item 5.02.
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) and (c) On May 15, 2016, Mr. Michael
Barnes resigned from the Board of Directors of the Company (the “Board”) and his positions as Chairman, President and
Chief Executive Officer effective immediately. The resignation of Mr. Barnes was not as a result of a disagreement with the Company
or on any matter relating to the Company’s operations, policies or practices.
On May 16, 2016, the Board appointed Mr.
Richard Kunes, a member of the Board, as the Company’s interim Chairman, President and Chief Executive Officer effective
immediately. Mr. Kunes will remain a member of the Board, but as a result of his appointment as an officer of the Company, he is
no longer considered independent under the rules of The NASDAQ Stock Market LLC. In connection with his appointment, Mr. Kunes
stepped down from his positions as Lead Independent Director and as a member of the Audit, Compensation and Nominating and Corporate
Governance Committees. The independent members of the Board appointed Mr. Richard Emmett as Lead Independent Director and the Board
appointed Mr. Martyn Redgrave as Chairman of the Audit Committee.
There was no arrangement between Mr. Kunes
and any other person pursuant to which Mr. Kunes was appointed as Chairman, President and Chief Executive Officer. Compensation
arrangements for Mr. Kunes have not yet been determined. Biographical and other information required by this Item concerning Mr.
Kunes is included in the Company’s proxy statement for the 2016 Annual Meeting of Stockholders filed with the Securities
and Exchange Commission on April 25, 2016.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No
.
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Description
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99.1
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Press Release issued by the Company on May 17, 2016.
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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: May 17, 2016
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By:
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/s/ Kal Malik
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Name: Kal Malik
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Title: Chief Administrative Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press Release issued by the Company on May 17, 2016.
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