0001144204-13-049427.txt : 20130905 0001144204-13-049427.hdr.sgml : 20130905 20130905170833 ACCESSION NUMBER: 0001144204-13-049427 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130904 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130905 DATE AS OF CHANGE: 20130905 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Francesca's Holdings CORP CENTRAL INDEX KEY: 0001399935 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 208874704 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35239 FILM NUMBER: 131081019 BUSINESS ADDRESS: STREET 1: 8760 CLAY ROAD CITY: Houston STATE: TX ZIP: 77080 BUSINESS PHONE: 713-864-1358 MAIL ADDRESS: STREET 1: 8760 CLAY ROAD CITY: Houston STATE: TX ZIP: 77080 8-K 1 v354415_8k.htm FORM 8-K

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 4, 2013

FRANCESCA’S 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)

(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))

Item 8.01. Other Events.

On September 4, 2013, Francesca’s Holdings Corporation (the “Company”) entered into a letter agreement (the “Agreements”) with each of Sei Jin Alt, Chief Merchandising Officer of the Company, and Kal Malik, Chief Administrative Officer of the Company, pursuant to which, subject to certain limited exceptions, Ms. Alt and Mr. Malik have agreed not to sell or otherwise dispose of their shares of Company common stock until September 4, 2014.

The foregoing description of the terms of the Agreements is qualified in its entirety by reference to the complete copy of the Agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

10.1 Letter Agreement, dated September 4, 2013, between the Company and Sei Jin Alt.

10.2 Letter Agreement, dated September 4, 2013, between the Company and Kal Malik.

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: September 5, 2013	By:	/s/ Kal Malik
		Kal Malik
		Chief Administrative Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement, dated September 4, 2013, between the Company and Sei Jin Alt.
10.2	Letter Agreement, dated September 4, 2013, between the Company and Kal Malik.

EX-10.1 2 v354415_ex10-1.htm EXHIBIT 10.1

Francesca’s Holdings Corporation

September 4, 2013

Sei Jin Alt

c/o Francesca’s Holdings Corporation

8760 Clay Road

Houston, Texas 77080

Dear Ms. Alt:

This letter concerns our agreement regarding future transactions in the shares of common stock (the “Common Stock”) of Francesca’s Holdings Corporation (the “Company”) that you currently hold or may acquire prior to September 4, 2014. You and the Company agree that, effective immediately and until September 4, 2014, you will not offer, sell, contract to sell, announce the intention to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereafter acquired (regardless of the manner in which such securities are obtained), owned directly by you (including holding as a custodian) or with respect to which you have beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively “Your Shares”), or exercise any right with respect to the registration of any of Your Shares, or demand or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended. The foregoing restriction is expressly agreed to preclude you from engaging in any hedging or other transaction that is designed to or that reasonably could be expected to lead to or result in a sale or disposition of Your Shares, even if such shares would be disposed of by someone other than you. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of Your Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares.

Notwithstanding the foregoing, you may (i) transfer Your Shares to any trust for the direct or indirect benefit of you or your immediate family, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value or (ii) transfer Your Shares with the prior written consent (a “Waiver”) of the Company, provided that in the case of clause (i), no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily made in connection with such transfer during the period covered by this agreement. The foregoing restrictions shall also not apply to the exercise by you of any stock options granted under the Francesca’s Holdings Corporation 2010 Stock Incentive Plan and the Francesca’s Holdings Corporation 2011 Equity Incentive Plan (other than any disposition of shares of Common Stock as a result of a “cashless” exercise of any such stock options) provided that in each case all shares of Common Stock received by you upon such exercise shall thereafter be subject to the restrictions contained in this letter agreement. For purposes of this letter agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

Please contact me if you have any questions about this letter.

[Signature page follows]

Francesca’s Holdings Corporation

By: /s/ Neill Davis

Neill Davis

Chief Executive Officer

ACCEPTED AND AGREED:

By:	/s/ Sei Jin Alt
	Sei Jin Alt

By:	/s/ Brett Jason Alt
	Brett Jason Alt

EX-10.2 3 v354415_ex10-2.htm EXHIBIT 10.2