Current Report Filing (8-k)
February 16 2021 - 5:10PM
Edgar (US Regulatory)
0000878726
false
TUESDAY MORNING CORP/DE
0000878726
2021-02-09
2021-02-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): February 9, 2021
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
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(Registrant’s telephone number, including area code)
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Not
applicable
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(Former name or former address, if changed since last report)
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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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TUEM
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OTCQX
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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 1.01.
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Entry into a Material Definitive Agreement.
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As previously disclosed, on December 23,
2020, the Bankruptcy Court entered an order confirming Tuesday Morning Corporation’s Revised Second Amended Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code (the “Plan of Reorganization”). On December 31, 2020 (the “Effective
Date”), all of the conditions precedent to the Plan of Reorganization were satisfied. The Plan of Reorganization provided
for an offering of Common Stock of Tuesday Morning Corporation (the “Company”) to the Company’s shareholders
(the “Rights Offering”) and the sale of shares to Osmium Partners (Larkspur SPV), LP (“Osmium”) pursuant
to the previously disclosed Backstop Commitment Agreement (the “Backstop Agreement”) dated as of November 16, 2020.
On February 9, 2021, pursuant to the Plan
of Reorganization, and as contemplated by the Backstop Agreement, the Company entered into:
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·
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A Registration Rights Agreement (the “Registration Agreement”) with Osmium requiring the Company to register for
resale the shares of the Company Common Stock (“Shares”) acquired in the Rights Offering, pursuant to the Backstop
Agreement, and under the Warrant; and
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·
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A Warrant to purchase 10,000,000 Shares at a price per share of $1.65, expiring December 31, 2025 (the “Warrant”).
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The Registration Agreement and Warrant are
attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.
The Plan of Reorganization provided for
the entry into an agreement by Osmium, Osmium Partners, LLC, and the Company (the “Director Agreement”) giving Osmium
the right to designate three members and, under certain circumstances, four members of the Company’s Board of Directors.
The Director Agreement also specifies various other board-related and voting-related procedures and includes a standstill provision
limiting certain actions by Osmium. The Director Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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Item 3.02.
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Unregistered Sales of Equity Securities.
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Pursuant to the Plan of Reorganization and
the Backstop Agreement, on February 9, 2021, the Company issued:
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·
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18,023,226 Shares to existing company shareholders (including affiliates of Osmium) at a purchase price of $1.10 per share
pursuant to the exemption from registration provided in Section 1145 of the Bankruptcy Code, and
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·
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(A) 18,340,411 Shares to Osmium at a purchase price of $1.10 per share, (B) 1,818,182 Shares as payment of the commitment fee
under the Backstop Agreement, and (C) the Warrant, in each case, pursuant to the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933.
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Following these transactions, the Company had 86,145,304 Shares
outstanding, not including Shares subject to future issuance such as the Warrant.
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On February 11, 2021, the Company
entered into enhanced severance agreements with Stacie Shirley and Bridgett Zeterberg providing for an increase in their
basic severance benefit to up to 24 months of base salary in the event that they are terminated without “cause.”
The amounts of the increases declines on a day-for-day basis following the Company’s appointment of a new CEO until the
severance benefits reach the levels that otherwise would be applicable. The two agreements are attached hereto as Exhibits
10.2 and 10.3, respectively, and incorporated herein by reference.
Richard Willis, a director of
the Company, has advised the Company that he will not be standing for reelection as a director at
the 2021 Annual Meeting of Stockholders unless requested by the Company’s Nominating and Governance Committee.
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Item 9.01.
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Financial Statements and Exhibits.
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104
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Cover Page Interactive Data File (formatted as inline
XBRL and contained in Exhibit 101)
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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: February 16, 2021
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By:
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/s/ Bridgett C. Zeterberg
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Bridgett C. Zeterberg
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Executive Vice President Human Resources, General Counsel and Corporate Secretary
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