Current Report Filing (8-k)
May 13 2021 - 6:02AM
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 11, 2021
FHC HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
Delaware
|
|
|
|
001-35239
|
|
(State or Other Jurisdiction of Incorporation)
|
|
20-8874704
|
|
(Commission File Number)
|
|
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
|
|
8760 Clay Road,
Houston, Texas
|
|
|
|
77080
|
|
(Address of Principal Executive Offices)
|
|
|
|
(Zip Code)
|
(713) 864-1358
(Registrant’s Telephone Number, Including
Area Code)
Francesca’s Holding Corporation
(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:
|
|
o
|
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
|
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|
|
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
None
|
N/A
|
N/A
|
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 o
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. o
|
|
Item 5.03.
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
On May 11, 2021, in connection with the consummation of the asset
sale and in accordance with the Amended and Restated Asset Purchase Agreement, dated as of January 19, 2021, by and between Francesca’s
Holdings Corporation (the “Company”) and its subsidiaries, Francesca’s Acquisition, LLC, Tiger Capital Group, LLC,
and TerraMar Capital, LLC, the Company, solely with respect to Section 5.1(f) of the Purchase Agreement, filed with the Secretary of
State of the State of Delaware a Certificate of Amendment (the “Name Change Amendment”) to the Company’s existing Amended
and Restated Certificate of Incorporation solely for the purpose of amending the Company’s Articles of Incorporation to change
the name of the Company from Francesca’s Holding Corporation to FHC Holdings Corporation. The Name Change Amendment became effective
upon acceptance by the Secretary of State of the State of Delaware. The full text of the Name Change Amendment is filed as Exhibit 3.1
to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the Name Change Amendment, the Company will notify
the Clerk of the United States Bankruptcy Court for the District of Delaware (the “Court”) of the change to the Company’s
corporate name and request that the Court enter an order changing the caption of the Company’s chapter 11 cases pending in the Court,
Case No. 20-13076 (BLS).
|
|
Item 9.01.
|
Financial Statements and Exhibits.
|
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.
|
|
FRANCESCA’S HOLDINGS CORPORATION
|
|
|
|
|
|
|
|
|
|
Date: May 12, 2021
|
By:
|
/s/ Anthony Saccullo
|
|
|
|
Anthony Saccullo
|
|
|
|
Chief Wind-Down Officer
|