Attached files
| file | filename |
|---|---|
| EX-31.3 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 - ANN INC. | d247116dex313.htm |
| EX-31.4 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 - ANN INC. | d247116dex314.htm |
| EX-10.1 - THIRD AMENDED AND RESTATED CREDIT AGREEMENT - ANN INC. | d247116dex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 30, 2010
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-10738
ANN INC.
(Exact name of registrant as specified in its charter)
| Delaware | 13-3499319 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| 7 Times Square, New York, NY | 10036 | |
| (Address of principal executive offices) | (Zip Code) |
(212) 541-3300
(Registrant’s telephone number, including area code)
ANNTAYLOR STORES CORPORATION
(Former name, former address and former fiscal year, if changed since last year)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | þ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class |
Outstanding as of November 15, 2010 | |
| Common Stock, $.0068 par value | 57,963,812 |
EXPLANATORY NOTE
ANN INC. (the “Company”) is filing this Amendment No. 1 to Form 10-Q (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2010, originally filed with the United States Securities and Exchange Commission (the “SEC”) on November 19, 2010 (the “Original Form 10-Q”). This Amendment is being filed solely to amend Exhibit 10.1 to the Original Form 10-Q to include the schedules and exhibits with certain confidential portions redacted (the “Exhibit”). The Company had sought confidential treatment for portions of the Exhibit and, following correspondence with the SEC, is re-filing the Exhibit with certain information redacted. The Company is including new certifications of ANN INC.’s chief executive officer and of ANN INC.’s chief financial officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C 1350) as no financial statements are being filed with this Amendment.
Except as described above, no other changes have been made to the Original Form 10-Q. This Amendment does not modify or update in any way the financial position, results of operations, cash flows, or other disclosures in, or other exhibits to, the Original Form 10-Q. This Amendment speaks as of the original filing date of the Original Form 10-Q and does not reflect any events that occurred at a date subsequent to the filing of the Original Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q and the Company’s other filings made with the SEC.
Item 6. Exhibits
| Exhibit Number |
Description | |
| 10.1* | Third Amended and Restated Credit Agreement, dated as of April 23, 2008, by and among AnnTaylor, Inc., Annco, Inc., AnnTaylor Distribution Services, Inc., AnnTaylor Retail, Inc., the financial institutions from time to time parties thereto, Bank of America, N.A., as Administrative and Collateral Agent and JPMorgan Chase Bank, N.A., Wachovia Bank, National Association and RBS Citizens, N.A. as Syndication Agents (the “Credit Agreement”). Portions of this exhibit were redacted pursuant to a confidential treatment request. | |
| 10.2** | Third Amended and Restated Pledge and Security Agreement, dated as of April 23, 2008, by AnnTaylor, Inc., AnnTaylor Stores Corporation, Annco, Inc., AnnTaylor Distribution Services, Inc., and AnnTaylor Retail, Inc. in favor of Bank of America, N.A., in its capacity as administrative agent for each of the Lenders party to the Credit Agreement. Portions of this exhibit were redacted pursuant to a confidential treatment request. | |
| 10.3** | Trademark Security Agreement, dated as of April 23, 2008, made by Annco, Inc., in favor of Bank of America, N.A., in its capacity as administrative agent for each of the Lenders party to the Credit Agreement. Portions of this exhibit were redacted pursuant to a confidential treatment request. | |
| 10.4** | Trademark Assignment Agreement, dated July 15, 2009, between AnnTaylor Sourcing Far East Limited, Annco, Inc. and Guangzhou Pan Yu San Yuet Fashion Manufactory Ltd. | |
| 10.5**† | Form of 2003 Plan Restricted Unit Award Agreement (Performance-Vesting Restricted Units). | |
| 31.1** | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2** | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.3* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.4* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1° | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS‡ | XBRL Instance | |
| 101.SCH‡ | XBRL Taxonomy Extension Schema | |
| 101.CAL‡ | XBRL Taxonomy Extension Calculation | |
| 101.DEF‡ | XBRL Taxonomy Extension Definition | |
| 101.LAB‡ | XBRL Taxonomy Extension Labels | |
| 101.PRE‡ | XBRL Taxonomy Extension Presentation | |
| * | Filed electronically herewith. |
| ** | Previously filed with the Original Form 10-Q. |
| ° | Previously furnished with the Original Form 10-Q. |
| † | Management contract or compensatory plan or arrangement. |
| ‡ | Previously submitted with the Original Form 10-Q. Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections. |
SIGNATURES
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 thereunto duly authorized.
| ANN INC.
| ||||||
| Date: October 25, 2011 | By: | /s/ Kay Krill | ||||
| Kay Krill | ||||||
| President and Chief Executive Officer | ||||||
| (Principal Executive Officer)
| ||||||
| Date: October 25, 2011 | By: | /s/ Michael J Nicholson | ||||
| Michael J. Nicholson | ||||||
| Executive Vice President, | ||||||
| Chief Financial Officer and | ||||||
| Treasurer | ||||||
| (Principal Financial Officer) | ||||||
Item 6. Exhibits
| Exhibit Number |
Description | |
| 10.1* | Third Amended and Restated Credit Agreement, dated as of April 23, 2008, by and among AnnTaylor, Inc., Annco, Inc., AnnTaylor Distribution Services, Inc., AnnTaylor Retail, Inc., the financial institutions from time to time parties thereto, Bank of America, N.A., as Administrative and Collateral Agent and JPMorgan Chase Bank, N.A., Wachovia Bank, National Association and RBS Citizens, N.A. as Syndication Agents (the “Credit Agreement”). Portions of this exhibit were redacted pursuant to a confidential treatment request. | |
| 10.2** | Third Amended and Restated Pledge and Security Agreement, dated as of April 23, 2008, by AnnTaylor, Inc., AnnTaylor Stores Corporation, Annco, Inc., AnnTaylor Distribution Services, Inc., and AnnTaylor Retail, Inc. in favor of Bank of America, N.A., in its capacity as administrative agent for each of the Lenders party to the Credit Agreement. Portions of this exhibit were redacted pursuant to a confidential treatment request. | |
| 10.3** | Trademark Security Agreement, dated as of April 23, 2008, made by Annco, Inc., in favor of Bank of America, N.A., in its capacity as administrative agent for each of the Lenders party to the Credit Agreement. Portions of this exhibit were redacted pursuant to a confidential treatment request. | |
| 10.4** | Trademark Assignment Agreement, dated July 15, 2009, between AnnTaylor Sourcing Far East Limited, Annco, Inc. and Guangzhou Pan Yu San Yuet Fashion Manufactory Ltd. | |
| 10.5**† | Form of 2003 Plan Restricted Unit Award Agreement (Performance-Vesting Restricted Units). | |
| 31.1** | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2** | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.3* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.4* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1° | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS‡ | XBRL Instance | |
| 101.SCH‡ | XBRL Taxonomy Extension Schema | |
| 101.CAL‡ | XBRL Taxonomy Extension Calculation | |
| 101.DEF‡ | XBRL Taxonomy Extension Definition | |
| 101.LAB‡ | XBRL Taxonomy Extension Labels | |
| 101.PRE‡ | XBRL Taxonomy Extension Presentation | |
| * | Filed electronically herewith. |
| ** | Previously filed with the Original Form 10-Q. |
| ° | Previously furnished with the Original Form 10-Q. |
| † | Management contract or compensatory plan or arrangement. |
| ‡ | Previously submitted with the Original Form 10-Q. Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections. |