SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

 

Francesca’s Holdings Corporation

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

351793104

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

 


CUSIP No. 351793104    13G   

 

  1    

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Prescott Group Capital Management, L.L.C.

  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3    

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Oklahoma

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

SOLE VOTING POWER

 

2,069,924

   6     

SHARED VOTING POWER

 

0

   7     

SOLE DISPOSITIVE POWER

 

2,069,924

   8     

SHARED DISPOSITIVE POWER

 

0

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,069,924

10    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.7%**

12    

TYPE OF REPORTING PERSON*

 

IA

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

2


CUSIP No. 351793104    13G   

 

  1    

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Prescott Group Aggressive Small Cap, L.P.

  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3    

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Oklahoma

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

SOLE VOTING POWER

 

0

   6     

SHARED VOTING POWER

 

2,069,924

   7     

SOLE DISPOSITIVE POWER

 

0

   8     

SHARED DISPOSITIVE POWER

 

2,069,924

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,069,924

10    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.7%**

12    

TYPE OF REPORTING PERSON*

 

PN

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

3


CUSIP No. 351793104    13G   

 

  1    

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Prescott Group Aggressive Small Cap II, L.P.

  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3    

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Oklahoma

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

SOLE VOTING POWER

 

0

   6     

SHARED VOTING POWER

 

2,069,924

   7     

SOLE DISPOSITIVE POWER

 

0

   8     

SHARED DISPOSITIVE POWER

 

2,069,924

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,069,924

10    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.7%**

12    

TYPE OF REPORTING PERSON*

 

PN

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

4


CUSIP No. 351793104    13G   

 

  1    

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Phil Frohlich

  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3    

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

SOLE VOTING POWER

 

2,069,924

   6     

SHARED VOTING POWER

 

0

   7     

SOLE DISPOSITIVE POWER

 

2,069,924

   8     

SHARED DISPOSITIVE POWER

 

0

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,069,924

10    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.7%**

12    

TYPE OF REPORTING PERSON*

 

IN

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

5


SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”) and Mr. Phil Frohlich the principal of Prescott Capital, relating to Common Stock, par value $.01 per share (the “Common Stock”), of Francesca’s Holdings Corporation, a Delaware corporation (the “Issuer”).

This Schedule 13G relates to shares of Common Stock of the Issuer purchased by the Small Cap Funds through the account of Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Prescott Master Fund”), of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner of the Small Cap Funds and may direct the Small Cap Funds, the general partners of Prescott Master Fund, to direct the vote and disposition of the 2,069,924 shares of Common Stock held by Prescott Master Fund. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 2,069,924 shares of Common Stock held by Prescott Master Fund.

 

Item 1(a)

Name of Issuer.

Francesca’s Holdings Corporation

 

Item 1(b)

Address of Issuer’s Principal Executive Offices.

8760 Clay Road,

Houston, Texas 77080

 

Item 2(a)

Name of Person Filing.

Prescott Group Capital Management, L.L.C. (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P. (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P. (“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”) and Mr. Phil Frohlich.

 

Item 2(b)

Address of Principal Business Office, or, if none, Residence.

1924 South Utica, Suite 1120

Tulsa, Oklahoma 74104-6529

 

Item 2(c)

Citizenship or Place of Organization.

Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.

 

6


Item 2(d)

Title of Class of Securities.

Common Stock, par value $.01 per share (the “Common Stock”).

 

Item 2(e)

CUSIP Number.

351793104

 

Item 3

Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

        (a)      Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
   (b)      Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
   (c)      Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
   (d)      Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
   (e)      An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
   (f)      An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
   (g)      A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
   (h)      A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
   (i)      A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
   (j)      Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4

Ownership.

 

  (a)

Prescott Capital is the beneficial owner of 2,069,924 shares of Common Stock. Mr. Phil Frohlich is the beneficial owner of 2,069,924 shares of Common Stock.

 

  (b)

Prescott Capital is the beneficial owner of 5.7% of the outstanding shares of Common Stock. Mr. Phil Frohlich is the beneficial owner of 5.7% of the outstanding shares of Common Stock. These percentages are determined by dividing the number of shares of Common Stock beneficially owned by each of the Reporting Persons by 36,173,654, the number of shares of Common Stock issued and outstanding as of November 15, 2018, as reported in the Issuer’s 10-Q filed on December 12, 2018.

 

7


  (c)

Prescott Capital, as the general partner of the Small Cap Funds, the general partners of Prescott Master Fund, may direct the Small Cap Funds to direct the vote and disposition of the 2,069,924 shares of Common Stock held by Prescott Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich may direct the vote and disposition of the 2,069,924 shares of Common Stock held by Prescott Master Fund.

 

Item 5

Ownership of Five Percent or Less of a Class.

 

  Inapplicable.

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

 

  Inapplicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

 

  Inapplicable.

 

Item 8

Identification and Classification of Members of the Group.

 

  Inapplicable.

 

Item 9

Notice of Dissolution of Group.

 

  Inapplicable.

 

Item 10

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits   

Exhibit 99.1

   Joint Filing Agreement dated February 11, 2019, between Prescott Capital, the Small Cap Funds and Mr. Phil Frohlich.

 

8


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 11, 2019

 

Prescott Group Capital Management, L.L.C.
By:  

/s/ Phil Frohlich

  PHIL FROHLICH, Managing Member
Prescott Group Aggressive Small Cap, L.P.
By:   Prescott Group Capital Management, L.L.C., its general partner
By:  

/s/ Phil Frohlich

  PHIL FROHLICH, Managing Member
Prescott Group Aggressive Small Cap II, L.P.
By:   Prescott Group Capital Management, L.L.C., its general partner
By:  

/s/ Phil Frohlich

  PHIL FROHLICH, Managing Member

/s/ Phil Frohlich

Phil Frohlich

 

9

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $.01 per share, of Francesca’s Holdings Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 11, 2019.

 

Prescott Group Capital Management, L.L.C.
By:  

/s/ Phil Frohlich

  PHIL FROHLICH, Managing Member
Prescott Group Aggressive Small Cap, L.P.
By: Prescott Group Capital Management, L.L.C., its general partner
By:  

/s/ Phil Frohlich

  PHIL FROHLICH, Managing Member


Prescott Group Aggressive Small Cap II, L.P.
By: Prescott Group Capital Management, L.L.C., its general partner
By:  

/s/ Phil Frohlich

  PHIL FROHLICH, Managing Member

 

/s/ Phil Frohlich

Phil Frohlich

 

2