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): April 2, 2013
FRANCESCA’S HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-35239 | 20-8874704 |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
8760 Clay Road Houston, TX |
77080 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area code: (713) 864-1358
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description | |
| 5.1 |
Opinion of O’Melveny & Myers LLP | |
| 23.1 |
Consent of O’Melveny & Myers LLP (included in Exhibit 5.1) |
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: April 2, 2013 | By: | /s/ Kal Malik |
| Kal
Malik Chief Administrative Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 5.1 | Opinion of O’Melveny & Myers LLP | |
| 23.1 | Consent of O’Melveny & Myers LLP (included in Exhibit 5.1) |
Exhibit 5.1
April 2, 2013
Francesca’s Holdings Corporation
8760 Clay Road
Houston, Texas 77080
Re: Registration of Securities of Francesca’s Holdings Corporation
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3 (File No. 333-187536) of Francesca’s Holdings Corporation, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Registration Statement”) to which this letter is filed as an exhibit in connection with the registration under the Securities Act of 1933, as amended, of the offer and sale of 7,394,727 of the Company’s common shares (the “Securities”) by the selling stockholders of the Company pursuant to an underwritten public offering (the “Underwritten Offering”).
We are of the opinion that the Securities offered for sale by the selling stockholders pursuant to the Underwritten Offering have been duly authorized by all necessary action on the part of the Company and are validly issued, fully paid and non-assessable.
The law covered by this opinion letter is limited to the present federal law of the United States, the present law of the State of New York and the current Delaware General Corporation Law (including, as to the Delaware General Corporation Law, the statutory provisions and the reported judicial decisions interpreting those laws).
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement.
| Respectfully submitted, | ||
| /s/ O’Melveny & Myers LLP | ||