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:  May 9, 2013(Date of earliest event reported)

CHRISTOPHER & BANKS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

001-31390	06-1195422
(Commission file number)	(IRS Employer Identification No.)

2400 Xenium Lane North

Plymouth, MN  55441
(Address of principal executive offices, including zip code)

(763) 551-5000
(Registrant’s telephone number, including area code)

Not Applicable
(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 1.01  Entry into a Material Definitive Agreement.

On May 9, 2013, Christopher & Banks Corporation (the “Company”) entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of July 5, 2012, as amended, by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the “Rights Agreement”).

The Amendment changes the expiration date of the Series A Junior Participating Preferred Stock Purchase Rights (the “Rights”) issued pursuant to the Rights Agreement from July 5, 2014 to May 9, 2013.  Accordingly, the Rights expired at the close of business on May 9, 2013, and the Rights Agreement has been terminated and is of no further force and effect.  The Rights will be de-listed from the New York Stock Exchange and de-registered under the Securities Exchange Act of 1934, as amended.  The foregoing description of the Amendment is qualified in its entirety by reference to the copy of the Amendment attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 1.02  Termination of a Material Definitive Agreement.

The information set forth in each of Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.03  Material Modification to Rights of Security Holders.

The information set forth in each of Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the termination of the Rights Agreement, on May 9, 2013, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware to eliminate from the Company’s Restated Certificate of Incorporation the Certificate of Designations with respect to the Company’s Series A Junior Participating Preferred Stock.  The foregoing description of the Certificate of Elimination is qualified in its entirety by reference to the copy of the Certificate of Elimination attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01  Other Events.

On May 9, 2013, the Company issued a press release announcing the Amendment and the termination of the Rights Agreement.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

2

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

3.1Certificate of Elimination of Series A Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on May 9, 2013.

4.1Amendment, dated as of May 9, 2013, to Rights Agreement, dated as of July 5, 2012, as amended, by and between Christopher & Banks Corporation and Broadridge Corporate Issuer Solutions, Inc.

99.1Christopher & Banks Corporation Press Release, dated May 9, 2013.

3

SIGNATURE

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.

	CHRISTOPHER & BANKS CORPORATION
	By:	/s/ Luke R. Komarek
		Luke R. Komarek
		Senior Vice President, General Counsel
Date:  May 9, 2013

4

EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Elimination of Series A Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on May 9, 2013.
4.1	Amendment, dated as of May 9, 2013, to Rights Agreement, dated as of July 5, 2012, as amended, by and between Christopher & Banks Corporation and Broadridge Corporate Issuer Solutions, Inc.
99.1	Christopher & Banks Corporation Press Release, dated May 9, 2013.

5

EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION
OF THE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
CHRISTOPHER & BANKS CORPORATION

(Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware)

Christopher & Banks Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.             Pursuant to the authority conferred upon the Board of Directors of the Company by the Restated Certificate of Incorporation of the Company (as amended from time to time, the “Certificate of Incorporation”), the Board of Directors previously adopted resolutions creating and authorizing the issuance of 50,000 shares of Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”) in accordance with the provisions of a Certificate of Designations relating to the Series A Preferred Stock (the “Series A Certificate of Designations”) as filed with the Delaware Secretary of State on July 6, 2012.

2.             None of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued subject to the Series A Certificate of Designations.

3.             Pursuant to the authority conferred upon the Board of Directors of the Company pursuant to the Certificate of Incorporation, the Board of Directors adopted the resolutions on May 8, 2013, approving the filing of a Certificate of Elimination of the Series A Preferred Stock (the “Series A Certificate of Elimination”) and the elimination of the Series A Preferred Stock set forth below:

RESOLVED, that no authorized shares of the Series A Preferred Stock shall be issued pursuant to the Series A Certificate of Designations.

RESOLVED FURTHER, that, upon filing a Certificate of Elimination of the Series A Preferred Stock (the “Series A Certificate of Elimination”) with the Secretary of State of the State of Delaware, all matters set forth in the Series A Certificate of Designation with respect to the Series A Preferred Stock shall be eliminated from the Certificate of Incorporation.

RESOLVED FURTHER, that each of the Authorized Officers of the Company is hereby authorized and directed, in the name and on behalf of the Company, to prepare, execute and deliver to the Secretary of State of the State of Delaware the Series A Certificate of Elimination, as required by the Delaware General Corporation Law in order to effect the elimination of the Series A Preferred Stock.

RESOLVED FURTHER, that each of the Authorized Officers of the Company is hereby authorized and directed, in the name and on behalf of the Company, to execute and deliver any and all certificates, agreements and other documents, pay any fees or expenses, take any and all

steps and do any and all things which any of them may deem necessary or advisable in order to effectuate the purposes of each and all of the foregoing resolutions.

RESOLVED FURTHER, that any actions taken by any of the Authorized Officers prior to the date hereof with respect to the foregoing matters are hereby ratified, confirmed and approved in all respects as the act and deed of the Company.

4.             In accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, all matters set forth in the Series A Certificate of Designations be, and hereby are, eliminated from the Certificate of Incorporation.

IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be executed by its duly authorized officer on this 9th day of May, 2013.

CHRISTOPHER & BANKS CORPORATION
By:	/s/ Luke R. Komarek
	Name:	Luke R. Komarek
	Title:	Senior Vice President, General Counsel and Corporate Secretary

2

EX-4.1

Exhibit 4.1

AMENDMENT
TO
RIGHTS AGREEMENT

This Amendment to Rights Agreement, dated as of May 9, 2013 (this “Amendment”), is by and between CHRISTOPHER & BANKS CORPORATION, a Delaware corporation (the “Company”), and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as successor to WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Rights Agent”).

WITNESSETH:

WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement, dated as of July 5, 2012, (as amended, the “Rights Agreement”);

WHEREAS, in accordance with Section 27 of the Rights Agreement, prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend the Rights Agreement without the approval of any registered holders of  shares of Common Stock;

WHEREAS, the Board of Directors of the Company has determined to amend the Rights Agreement as provided in this Amendment; and

WHEREAS, the Rights Agent has agreed to execute any supplement or amendment to the Rights Agreement if the Company delivers to the Rights Agent a certificate stating that such amendment or supplement complies with Section 27 of the Rights Agreement, and the Company has delivered such a certificate with respect to this Amendment to the Rights Agent.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and the Rights Agent hereby agree as follows:

Section 1.  Certain Definitions.  Capitalized terms used in this Amendment but not otherwise defined shall have the meanings given to such terms in the Rights Agreement.

Section 2.  Amendments.

A.            Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety to read as follows:

Section 7.  Exercise of Rights:  Purchase Price; Expiration Date of Rights.

(a)           The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purposes, together with payment of the Purchase Price for each one one-thousandth of one share of the Preferred

Stock (or other securities, cash or assets, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the close of business on May 9, 2013 (the “Expiration Date”), or (ii) the date on, and time at, which the Rights are redeemed as provided in Section 23 (“Redemption Date”), or (iii) the time at which such Rights are exchanged as provided for in Section 24.

B.            Exhibit B (Form of Right Certificate, Form of Assignment and Form of Election to Purchase) and Exhibit C (Summary of Rights to Purchase Preferred Stock) to the Rights Agreement are hereby amended to replace the words “July 5, 2014” with the words “May 9, 2013” in all places where such words appear.

Section 3.  Effective Date; Remaining Terms.  This Amendment shall be effective as of the date first above written, and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.  Notwithstanding the foregoing, each of the Company and the Rights Agent acknowledges and agrees that, at the close of business on the Expiration Date (as defined in this Amendment), the Rights Agreement shall terminate and be of no further force and effect.  In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment shall govern.

Section 4.  Severability.  If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 5.  Governing Law.  This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

Section 6.  Descriptive Headings.  Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Section 7.  Counterparts.  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 8.  Further Assurances. Each of the parties to this Amendment shall cooperate and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Amendment, the Rights Agreement and the transactions contemplated hereunder and thereunder.

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

CHRISTOPHER & BANKS CORPORATION
By:	/s/ Luke R. Komarek
	Name:	Luke R. Komarek
	Title	Senior Vice President, General Counsel
BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.
By:	/s/ James O’Regan
	Name:	James O’Regan
	Title	Vice President

3

EX-99.1

Exhibit 99.1

2400 Xenium Lane North, Plymouth, MN 55441 · (763) 551-5000 · www.christopherandbanks.com

FOR:	Christopher & Banks Corporation
COMPANY CONTACT:	Peter G. Michielutti
	Senior Vice President,
	Chief Financial Officer
	(763) 551-5000
INVESTOR RELATIONS CONTACT:	Investor Relations:
	Jean Fontana
	ICR, Inc.
	(646) 277-1214

CHRISTOPHER & BANKS CORPORATION ANNOUNCES

TERMINATION OF SHARE RIGHTS PLAN

Minneapolis, MN, May 9, 2013 — Christopher & Banks Corporation (NYSE: CBK) today announced that its Board of Directors approved, and the Company entered into, an amendment to the Company’s shareholder rights agreement (the “Rights Plan”) accelerating the expiration date of the Rights Plan to May 9, 2013 from July 5, 2014.  Accordingly, as of 5:00 p.m., New York time, today, May 9, 2013, the rights issued pursuant to the Rights Plan will expire and will no longer be outstanding, and the Rights Plan will terminate as of that time.  Stockholders do not have to take any action as a result of this termination.

The Rights Plan was adopted on July 5, 2012 in order to support management’s efforts to stabilize the business and to provide sufficient time for the turnaround then underway, after the Company had rejected an unsolicited proposal to acquire all of the Company’s outstanding stock.  The Board determined to accelerate the termination date of the Rights Plan in light of the fact that the circumstances giving rise to the adoption of the Rights Plan are no longer present.

The Board is not aware of, nor is it terminating the Rights Plan, in anticipation of any pending or threatened take-over bid or offer for the common shares of the Company.

About Christopher & Banks Corporation

Christopher & Banks Corporation is a Minneapolis-based specialty retailer of women’s clothing.  As of May 9, 2013, the Company operates 603 stores in 44 states consisting of 379 Christopher & Banks stores, 156 stores in their women’s plus size clothing division CJ Banks, 43 MPW stores and 25 outlet stores.  The Company also operates the www.ChristopherandBanks.com

and www.CJBanks.com e-commerce websites.

Keywords:  Christopher & Banks, CJ Banks, Women’s Clothing, Plus Size Clothing, Petites, Extended Sizes, Outfits.

###

2