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Form 8-K Francesca's Holdings For: Nov 17

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November 20, 2015 5:00 PM EST

 

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): November 17, 2015

 

 

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:

 

¨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 2.02.Results of Operations and Financial Condition.

 

On November 20, 2015, Francesca’s Holdings Corporation (the “Company”) issued a press release announcing certain preliminary consolidated financial results for the fiscal third quarter ended October 31, 2015. A copy of this 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 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

 

On November 17, 2015, Mark Vendetti notified the Company of his intention to resign as Chief Financial Officer of the Company and from all other positions he holds with the Company, effective December 4, 2015.

 

In connection with Mr. Vendetti’s resignation, on November 20, 2015, the Board appointed Cynthia Thomassee, the Company’s Vice President of Accounting and Controller, to serve as interim Chief Financial Officer of the Company while the Company conducts a search for a new Chief Financial Officer. Ms. Thomassee will continue in her roles as Vice President of Accounting and Controller.

 

Ms. Thomassee, 43, has served as the Company’s Vice President of Accounting since May 2010 and Controller since December 2007. Additionally, Ms. Thomassee previously served as the Company’s Interim Chief Financial Officer from May 13, 2012 until March 3, 2013. Ms. Thomassee served as the Company’s Director of Finance from December 2007 to May 2010.

 

No new compensatory arrangement was entered into with Ms. Thomassee in connection with her appointment as Interim Chief Financial Officer.

 

There are no family relationships between Ms. Thomassee and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01.Regulation FD Disclosure.

 

The Company issued a press release on November 20, 2015 announcing the managements changes set forth in Item 5.02 of this Current Report on Form 8-K, along with certain preliminary consolidated financial results for the fiscal third quarter ended October 31, 2015. 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 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 9.01.Financial Statements and Exhibits.

 

99.1Press Release issued by Francesca’s Holdings Corporation on November 20, 2015

 

 

 

 

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: November 20, 2015 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 November 20, 2015

 

 

 

Exhibit 99.1

 

 

 

francesca’s® Announces Resignation of Chief Financial Officer and Appointment of Interim Chief Financial Officer

 

francesca’s® Announces Preliminary Fiscal Third Quarter Results

Expects Net Sales of Approximately $103.4 million, Comparable Sales Increase of 4%,

and Diluted Earnings Per Share of $0.15 to $0.16

 

HOUSTON, November 20, 2015 – Francesca’s Holdings Corporation (the “Company”) today announced that its Chief Financial Officer, Mark Vendetti, has resigned from the Company effective December 4th, 2015 to accept a CFO position at another publicly traded company. Cindy Thomassee, francesca’s® current VP of Accounting, has been appointed to the role of Interim CFO and will report directly to CEO Michael W. Barnes while the Company conducts a search for a CFO.

 

Michael W. Barnes, Chairman, President, and CEO stated, "I would like to thank Mark for all of his efforts as our Chief Financial Officer over the last two and a half years. I am grateful for Mark’s time at francesca’s® and I wish him continued success in his new role. We appreciate Cindy stepping into the role of Interim CFO as we conduct a search for a permanent replacement.”

 

In addition, francesca’s® announced preliminary sales results and updated earnings per share guidance for the third quarter ending October 31, 2015. Net sales increased 19% to $103.4 million as compared to the third quarter last year with comparable sales up 4% for the period. The Company now expects diluted earnings per share to be in the range of $0.15 to $0.16 per diluted share compared to the Company’s previous guidance of $0.12 to $0.15 per diluted share. francesca’s® will report its third quarter results and provide its outlook for the fourth quarter on December 9, 2015, at 8:30 a.m. ET.

 

Michael W. Barnes, Chairman, President, and CEO stated, “We are pleased with our better than expected sales and comps in the third quarter, driven by a terrific product assortment across categories. During the quarter, we saw strong and broad consumer response to our assortments which is driving improved conversion and higher units per transaction; leading to increased average transaction values and the overall comparable sales increase. I look forward to discussing the details of our third quarter results, as well as fourth quarter and full fiscal year 2015 guidance during our third quarter conference call next month.”

 

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 Chief Financial 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 31, 2015 filed with the Securities and Exchange Commission on March 27, 2015 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 third quarter ended October 31, 2015 are preliminary and may change. The Company and its auditors have not completed their normal quarterly closing and review procedures for the quarter ended October 31, 2015, 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 auditors.

 

About Francesca’s Holdings Corporation

 

francesca’s® is a growing specialty retailer with retail locations designed and merchandised to feel like unique, 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 620 boutiques in 47 states and the District of Columbia and also serves its customers through francescas.com. For additional information on francesca’s®, please visit www.francescas.com.

 

CONTACT:

ICR, Inc.

Jean Fontana

646-277-1214

 

Company

Kate Venturina

832-494-2233

[email protected]

[email protected]

 

 


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