Current Report Filing (8-k)
November 04 2020 - 4:11PM
Edgar (US Regulatory)
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2020-11-04
2020-11-04
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2020-11-04
2020-11-04
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FRG:Sec7.50SeriesCumulativePerpetualPreferredStockParValue0.01PerShareAndLiquidationPreferenceOf25.00PerShareMember
2020-11-04
2020-11-04
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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): November 4, 2020
Franchise
Group, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-35588
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27-3561876
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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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2387 Liberty Way
Virginia Beach, Virginia 23456
(Address of Principal Executive Offices)
(Zip Code)
(757) 493-8855
(Registrant's 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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☐
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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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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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FRG
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Nasdaq Global Market
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7.50% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share and liquidation preference of $25.00 per share
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FRGAP
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Nasdaq Global Market
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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. ☐
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Item 2.02.
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Results of Operations and Financial Condition.
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On November 4, 2020, Franchise Group, Inc. (the “Company”)
issued a press release regarding its financial results for the third quarter ended September 26, 2020. A copy of the release
is being furnished as Exhibit 99.1 hereto and incorporated herein by reference. In addition, on November 4, 2020 at
4:30 p.m. Eastern Time, the Company will hold a teleconference for analysts, institutional investors and stockholders to discuss
results for the third quarter of the fiscal year ended September 26, 2020.
The information
in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission (the “SEC”)
pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended
(the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 7.01.
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Regulation FD Disclosure.
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On November 4,
2020, the Company issued a press release stating that it has withdrawn its previously announced offering of $650 million in aggregate
principal amount of senior secured notes due to unfavorable market conditions. A copy of the Company’s press release is furnished
as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
The information
in this Current Report on Form 8-K, including Exhibit 99.2, is being furnished to the SEC pursuant to Item 7.01 of Form 8-K and
shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings with the SEC under the
Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01.
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Financial Statements and Exhibits.
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(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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FRANCHISE GROUP, INC.
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Date: November 4, 2020
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By:
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/s/ Eric Seeton
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Eric Seeton
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Chief Financial Officer
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