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): January 24, 2014
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In connection with a restructuring of management, Theresa Backes, President and Chief Operating Officer of Francesca’s Holdings Corporation (“Holdings”) and Francesca’s Collections, Inc. (“Francesca’s” and, together with Holdings, the “Company”), will be leaving the Company effective January 27, 2014.
On January 24, 2014, the Company’s Board of Directors appointed Neill P. Davis, Holdings’ and Francesca's current Chief Executive Officer, to the additional title of President of Holdings and Francesca's, effective as of January 27, 2014. From and after the effective date, Mr. Davis will hold dual titles of President and Chief Executive Officer. Mr. Davis’ compensation arrangements have not been changed in connection with his appointment to such additional title.
The Company will not replace the Chief Operating Officer position and will realign these responsibilities among Mr. Davis and the Company's other existing executive officers.
Item 7.01. Regulation FD Disclosure
The Company issued a press release on January 27, 2014 announcing the management change described in Item 5.02 of this Form 8-K. A copy of such press release is furnished as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
|
Exhibit No. |
Description | |
| 99.1 | Press Release issued by Francesca’s Holdings Corporation on January 27, 2014. |
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: January 27, 2014 | By: | /s/ Kal Malik |
| Kal Malik | ||
| Chief Administrative Officer | ||
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| 99.1 | Press Release issued by Francesca’s Holdings Corporation on January 27, 2014. |
francesca’s® announces organizational change
Houston, Texas – January 27, 2014 — Francesca’s Holdings Corporation (NASDAQ: FRAN) today announced a leadership change in its management organization.
In connection with a restructuring of management, Theresa Backes, President and Chief Operating Officer of francesca's®, will be leaving the Company effective January 27, 2014.
On January 24, 2014, the board of directors appointed Neill P. Davis, francesca's® current Chief Executive Officer, to the additional title of President, effective as of January 27, 2014. Mr. Davis will hold dual titles of President and Chief Executive Officer. Mr. Davis’ compensation arrangements have not been changed in connection with his appointment to such additional title.
The Company will not replace the Chief Operating Officer position and will realign these responsibilities among Mr. Davis and the Company's other existing executive officers.
Neill P. Davis, francesca's® Chief Executive Officer, stated “We appreciate the many contributions that Theresa made during her time with us. Theresa played an important role in developing our growth strategy and enhancing the francesca’s® shopping experience. She was also instrumental in building a strong bench of operational talent within our organization. We wish her well in her future endeavors.” Ms. Backes joined francesca's® in 2007 and has over 20 years of experience in the retail industry.
Mr. Davis also stated “We believe this reorganization will bring me closer to others within our management structure as we focus on growing our business. We believe our differentiated business model, combined with our retail growth strategy and execution of our operational initiatives will continue to drive improvements in long-term shareholder value.”
Forward-Looking Statements
Certain statements in this release are "forward-looking statements" made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company's current expectations or beliefs concerning future events and are subject to various risks and uncertainties that may cause actual results to differ materially from those that we expected. These risks and uncertainties include, but are not limited to, the following: the risk that we cannot anticipate, identify and respond quickly to changing fashion trends and customer preferences; our ability to attract a sufficient number of customers to our boutiques or sell sufficient quantities of our merchandise through our direct-to-consumer business; our ability to successfully open and operate new boutiques each year; and our ability to efficiently source and distribute additional merchandise quantities necessary to support our growth. For additional information regarding these and other risks and uncertainties that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to "Risk Factors" in our Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statement.
About Francesca's Holdings Corporation
francesca's® is a growing specialty retailer with retail locations designed and merchandised to feel like independently owned, upscale boutiques providing customers a fun and differentiated shopping experience. The merchandise assortment is a diverse and balanced mix of apparel, jewelry, accessories and gifts. Today francesca's® operates 451 boutiques in 45 states and also serves its customers through francescas.com. For additional information on francesca's®, please visit www.francescas.com.
| CONTACT: | ICR, Inc. | Company |
| Jean Fontana | Randi Sonenshein, Vice President, Finance and Investor Relations | |
| 646-277-1214 | 832-494-2250 | |
| Randi.Sonenshein@francescas.com |