Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On February 8, 2021, Ms. Marie Toulantis resigned from her position as a
Class I director of the Board of Directors (the "Board") of Francesca's Holdings
Corporation (the "Company") and Mr. Richard Emmett resigned from his position as
a Class II director of the Board, in each case, effective immediately. The
resignation of Ms. Toulantis and Mr. Emmett was not the result of a disagreement
with the Company or on any matter relating to the Company's operations, policies
or practices.
Item 7.01 Regulation FD Disclosure.
As previously reported, on December 3, 2020, the Company and each of its
subsidiaries (together with the Company, the "Debtors") commenced voluntary
cases (the "Chapter 11 Cases") for relief under chapter 11 of title 11 of the
United States Code, §§ 101-1532, et seq. in the United States Bankruptcy Court
for the District of Delaware (the "Bankruptcy Court"). The Chapter 11 Cases are
being jointly administered under the caption In re: Francesca's Holdings
Corporation, et al., Case No. 20-13076 (BLS).
On February 5, 2021, the Debtors filed with the Bankruptcy Court their monthly
operating report for the period beginning December 3, 2020 and ending January 2,
2021 (the "Monthly Operating Report"). This Current Report on Form 8-K,
including the exhibit hereto (the "Form 8-K"), will not be deemed an admission
as to the materiality of any information disclosed herein. The Monthly Operating
Report and other documents filed with the Bankruptcy Court are available for
review and free of charge online at https://cases.stretto.com/francescas.
Documents and other information available on such website are not part of this
Form 8-K and are not deemed to be incorporated by reference in this Form 8-K.
A copy of the Monthly Operating Report 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.
Cautionary Statement Regarding the Monthly Operating Report
The Company cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment
decision relating to any of the securities of the Company. The Monthly Operating
Report is limited in scope, covers a limited time period and has been prepared
solely for the purpose of complying with the reporting requirements of the
Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by
independent accountants, was not prepared in accordance with generally accepted
accounting principles, is in a format prescribed by applicable bankruptcy laws
or rules, and is subject to future adjustment and reconciliation. There can be
no assurance that, from the perspective of an investor or potential investor in
the Company's securities, the Monthly Operating Report is complete. Results and
projections set forth in the Monthly Operating Report should not be viewed as
indicative of future results.
Cautionary Statement Regarding Forward-Looking Information
Certain statements in the Monthly Operating Report 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 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
are expected. These risks and uncertainties include, but are not limited to, the
following: risks attendant to the bankruptcy process, including the Company's
ability to obtain court approval from the Bankruptcy Court with respect to
motions or other requests made to the Bankruptcy Court throughout the course of
the Chapter 11 Cases, the effects of the Chapter 11 Cases, including increased
legal and other professional costs incurred in connection with the Company's
recently completed asset sale, on the Company's liquidity (including the
availability of operating capital during the pendency of the Chapter 11 Cases),
results of operations or business prospects during the Chapter 11 Cases; the
length of time that the Company will operate under Chapter 11 protection; risks
associated with third-party motions in the Chapter 11 Cases and the Company's
ability to realize proceeds from remaining assets; Bankruptcy Court rulings in
the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; risks
associated with the Company's planned closing of boutiques in connection with
the Company's recently completed asset sale; and risks related to the trading of
the Company's common stock on the OTC Pink Market and impacts from the impending
delisting of the Company's common stock from the Nasdaq Stock Market LLC. For
additional information regarding these and other risks and uncertainties that
could cause actual results to differ materially from those contained in the
Company's forward-looking statements, please refer to "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended February 2, 2020 filed
with the Securities and Exchange Commission on May 1, 2020. The Company
undertakes no obligation to publicly update or revise
any forward-looking statement.
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