Current Report Filing (8-k)
September 11 2018 - 5:18PM
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 6, 2018
TILLYS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-35535
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45-2164791
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(State of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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10 Whatney
Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
(949) 609-5599
(Registrants Telephone Number, Including Area Code)
N/A
(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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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 1.01 Entry into a Material Definitive Agreement
On September 6, 2018, Tillys, Inc., a Delaware corporation (the
Company
), entered into an underwriting agreement (the
Underwriting Agreement
) with the Selling Stockholders listed in Schedule II thereto (the
Selling Stockholders
) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative (the
Representative
) of the several Underwriters listed in Schedule I thereto (the
Underwriters
), relating to the sale by the Selling Stockholders (the
Offering
) of an aggregate amount of 5,500,000
shares of the Companys Class A common stock (Class A Common Stock), $0.001 par value per share (the
Shares
). The Shares were purchased by the Underwriters from the Selling Stockholders at a price (inclusive
of underwriting commissions and discounts) of $17.71 per Share. The Offering closed on September 11, 2018. Pursuant to the terms of the Underwriting Agreement, the Underwriters have a 30-day option to purchase up to an additional 825,000 shares
of Class A Common Stock from the Selling Stockholders. The Company did not sell any Shares in or receive any proceeds from the Offering.
The Offering
described in this current report on Form 8-K was effected under the Companys shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission on August 3, 2018 (File
No. 333-226209).
The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling
Stockholders.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to
the complete terms of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference in this Item 1.01.
Item 8.01 Other Events
On September 6, 2018,
the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits
The following exhibit is being furnished herewith.
(d) Exhibits
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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TILLYS, INC.
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Date: September 11, 2018
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By:
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/s/ Michael L. Henry
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Name:
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Michael L. Henry
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Title:
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Chief Financial Officer
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