Current Report Filing (8-k)
September 21 2020 - 4:47PM
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):
September 21, 2020
TUESDAY MORNING CORPORATION
(Exact name of registrant as specified in
charter)
Delaware
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0-19658
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75-2398532
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6250 LBJ Freeway
Dallas, Texas
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75240
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(Address of principal executive offices)
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(Zip Code)
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(972) 387-3562
(Registrant’s telephone number, including area code)
Not applicable
(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 $0.01 per share
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TUESQ*
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*As previously disclosed, on May 27, 2020, Tuesday Morning
Corporation (the “Company”) was notified by the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
that the Company’s common stock would be delisted from Nasdaq as a result of the Company’s filing of a voluntary petition
under Chapter 11 of the United States Bankruptcy Code. On June 8, 2020, trading in the Company’s common stock on Nasdaq
was suspended, and on July 1, 2020, Nasdaq filed a Form 25 with the SEC to delist the Company’s common stock. The
deregistration of the common stock under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”)
will be effective 90 days, or such shorter period as the SEC may determine, after filing of the Form 25. Upon deregistration
of the common stock under Section 12(b) of the Exchange Act, the common stock will remain registered under Section 12(g) of
the Exchange Act.
Indicate by check mark whether the registrant is an emerging
growth company as defined in 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. ¨
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Item 7.01.
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Regulation FD Disclosure.
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As previously disclosed, on May 27,
2020 (the “Petition Date”), the Company and certain of its direct and indirect subsidiaries (collectively with the
Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of the United
States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Texas,
Dallas Division (the “Bankruptcy Court”). The Chapter 11 Cases are being administered jointly under the caption “In
re: Tuesday Morning Corporation, et. al., Case No. 20-31476-HDH-11.” The Debtors will continue to operate their
businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
On September 21, 2020, the Debtors
filed with the Bankruptcy Court their monthly operating report for the period beginning August 1, 2020 and ending August 31,
2020 (the “Monthly Operating Report”). The Monthly Operating Report is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. This Current Report on Form 8-K (including the exhibit hereto) (this “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 inspection at https://dm.epiq11.com/case/tuesdaymorning/info. 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.
The information furnished in this Item 7.01
of this Current Report on Form 8-K and the Monthly Operating Report attached hereto as Exhibit 99.1 shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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 monthly
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 set forth
in the Monthly Operating Report should not be viewed as indicative of future results.
Cautionary Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K
contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform
Act of 1995, which are based on management’s current expectations, estimates and projections. Forward looking statements
also include statements regarding the Company’s plans with respect to the Chapter 11 Cases, the Company’s plan to continue
its operations while it works to complete the Chapter 11 process and other statements regarding the Company’s proposed reorganization,
strategy, future operations, performance and prospects. These forward-looking statements are subject to risks and uncertainties
that could cause the Company’s actual results to differ materially from the expectations expressed in the Company’s
forward-looking statements. These risks, uncertainties and events also include, but are not limited to, the following: the Company’s
ability to obtain timely approval of the Bankruptcy Court with respect to motions filed in the Chapter 11 Cases; pleadings filed
that could protract the Chapter 11 Cases; the Bankruptcy Court’s rulings in the Chapter 11 Cases, and the outcome of the
Chapter 11 Cases generally; the Company’s ability to comply with the restrictions imposed by the terms and conditions of
the DIP ABL Credit Agreement, including the Company’s ability to maintain certain minimum liquidity requirements and file
and obtain approval of a plan of reorganization or sale of all of its assets by agreed upon deadlines; the length of time that
the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of
the Chapter 11 Cases; the Company’s ability to continue to operate its business during the pendency of the Chapter 11 Cases;
employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions
and uncertainties; the effectiveness of the overall restructuring activities pursuant to the Chapter 11 Cases and any additional
strategies the Company may employ to address its liquidity and capital resources; the actions and decisions of creditors and other
third parties that have an interest in the Chapter 11 Cases; risks associated with third parties seeking and obtaining authority
to terminate or shorten the Company’s exclusivity period to propose and confirm one or more plans of reorganization, for
the appointment of a Chapter 11 trustee or to convert the Chapter 11 proceeding to a Chapter 7 proceeding; increased legal and
other professional costs necessary to execute the Company’s restructuring; the Company’s ability to maintain relationships
with suppliers, customers, employees and other third parties as a result of the Chapter 11 Cases; the trading price and volatility
of the Company’s common stock and the effects of the delisting from The Nasdaq Stock Market; litigation and other risks inherent
in a bankruptcy process; the effects and length of the novel coronavirus pandemic; and the other factors listed in the Company’s
filings with the Securities and Exchange Commission.
Except as may be required by law, the
Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date on
which the statements were made or to reflect the occurrence of unanticipated events. Investors are cautioned not to place undue
reliance on any forward-looking statements.
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Item 9.01.
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Financial Statements and Exhibits.
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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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TUESDAY MORNING CORPORATION
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Date: September 21, 2020
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By:
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/s/ Bridgett C. Zeterberg
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Bridgett C. Zeterberg
Executive Vice President Human Resources, General Counsel and
Corporate Secretary
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