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): May 15, 2016

 

FRANCESCA’S HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

001-35239 Delaware 20-8874704
(Commission File Number) (State or Other Jurisdiction of Incorporation) (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:

 

¨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))

 

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Item 2.02. Results of Operations and Financial Condition.

 

On May 17, 2016, Francesca’s Holdings Corporation (the “Company”) issued a press release that included certain preliminary results for the fiscal first quarter ended April 30, 2016. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. This information shall not be deemed “filed” for purposes of Section 18 of the Securities 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 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) and (c) On May 15, 2016, Mr. Michael Barnes resigned from the Board of Directors of the Company (the “Board”) and his positions as Chairman, President and Chief Executive Officer effective immediately. The resignation of Mr. Barnes was not as a result of a disagreement with the Company or on any matter relating to the Company’s operations, policies or practices.

 

On May 16, 2016, the Board appointed Mr. Richard Kunes, a member of the Board, as the Company’s interim Chairman, President and Chief Executive Officer effective immediately. Mr. Kunes will remain a member of the Board, but as a result of his appointment as an officer of the Company, he is no longer considered independent under the rules of The NASDAQ Stock Market LLC. In connection with his appointment, Mr. Kunes stepped down from his positions as Lead Independent Director and as a member of the Audit, Compensation and Nominating and Corporate Governance Committees. The independent members of the Board appointed Mr. Richard Emmett as Lead Independent Director and the Board appointed Mr. Martyn Redgrave as Chairman of the Audit Committee.

 

There was no arrangement between Mr. Kunes and any other person pursuant to which Mr. Kunes was appointed as Chairman, President and Chief Executive Officer. Compensation arrangements for Mr. Kunes have not yet been determined. Biographical and other information required by this Item concerning Mr. Kunes is included in the Company’s proxy statement for the 2016 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 25, 2016.

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description
99.1 Press Release issued by the Company on May 17, 2016.

  

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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:  May 17, 2016 By: /s/ Kal Malik
    Name: Kal Malik
    Title:  Chief Administrative Officer

 

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EXHIBIT INDEX

 

Exhibit No. 

  Description
     
99.1   Press Release issued by the Company on May 17, 2016.

 

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Exhibit 99.1

 

 

 

francesca’s® Announces Resignation of Michael W. Barnes- Chairman, President and CEO

 

§Richard W. Kunes named interim Chairman, President & CEO
§Q1 2016 preliminary comparable sales increase of 2% and diluted earnings per share (“EPS”) of $0.17 expected

 

HOUSTON, TEXAS — May 17, 2016 — Francesca’s Holdings Corporation (NASDAQ: FRAN) today announced that its Chairman, President and CEO, Michael W. Barnes has resigned for personal reasons effective immediately. The Company’s former Lead Director, Richard W. Kunes, has been named interim Chairman, President and CEO. Mr. Kunes has served on the Company’s Board since February 2013 and served as the Lead Director from July 2015 until his appointment as interim CEO. A search for a successor has commenced.

 

Previously, Mr. Kunes served as Executive Vice President & Senior Advisor to the Chief Executive Officer at The Estée Lauder Companies, Inc., (“Estée Lauder”) from August 2012 to June 2013. Prior to such time, Mr. Kunes served for 12 years as Executive Vice President and Chief Financial Officer at Estée Lauder, as well as holding several other financial management positions with Estée Lauder, including Corporate Controller. He is currently a member of the Board of Directors and head of the Audit and Finance Committee of Tory Burch LLC.

 

Mr. Kunes stated, “We wish Mike the best in his future endeavors. During his tenure, Mike built a strong leadership team of highly accomplished and talented executives. The Board has the utmost confidence in the management team to execute the business plans for fiscal year 2016 and the initial strategies of Vision 2020, the Company’s long range plan. In addition, our Board members have diverse and talented backgrounds and will provide ongoing support and guidance to the management team.”

 

Preliminary comparable sales for the fiscal first quarter ended April 30, 2016 increased 2% as compared to the fiscal first quarter 2015 and preliminary EPS for the first quarter is expected to be $0.17.

 

The Company will report actual fiscal first quarter financial results and hold its related conference call on June 9, 2016.

 

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, as amended. Such forward-looking statements reflect our 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; our ability to efficiently source and distribute additional merchandise quantities necessary to support our growth; and our ability to attract and integrate a new President and Chief Executive Officer. 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 for the year ended January 30, 2016 filed with the Securities and Exchange Commission on March 25, 2016 and any risk factors contained in subsequent quarterly and annual reports we file with the SEC. We undertake no obligation to publicly update or revise any forward-looking statement.

 

 

 

 

 

 

Preliminary Results

 

The Company’s announced preliminary results for its fiscal first quarter ended April 30, 2016 are preliminary and subject to change. The Company and its external auditors have not completed their normal quarterly closing and related review procedures for the quarter ended April 30, 2016, and there can be no assurance that final results for the quarter will not differ from the preliminary results, including as a result of quarter-end closing procedures or review adjustments. In addition, these preliminary results should not be viewed as a substitute for full interim financial statements prepared in accordance with GAAP that have been reviewed by the Company’s external auditors.

 

About Francesca's Holdings Corporation

 

francesca's® is a growing specialty retailer which operates a nationwide-chain of boutiques providing customers a unique, fun and differentiated shopping experience. The merchandise assortment is a diverse and balanced mix of apparel, jewelry and gifts. Today francesca's® operates 626 boutiques in 48 states and the District of Columbia and also serves its customers through francescas.com. For additional information, please visit www.francescas.com.

 

CONTACT:  
ICR, Inc. Company
Jean Fontana Kelly Dilts
646-277-1214 832-494-2315
  kelly.dilts@francescas.com / IR@francescas.com