Attached files
file | filename |
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EX-5.1 - OPINION OF O'MELVENY & MYERS LLP - FHC Holdings Corp | d290532dex51.htm |
EX-23.1 - CONSENT OF ERNST & YOUNG LLP - FHC Holdings Corp | d290532dex231.htm |
EX-23.2 - CONSENT OF BDO USA, LLP (FORMERLY KNOWN AS BDO SEIDMAN, LLP) - FHC Holdings Corp | d290532dex232.htm |
As filed with the Securities and Exchange Commission on January 26, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FRANCESCAS HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 5632 | 20-8874704 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
c/o Francescas Collections, Inc.
Attention: Kal Malik, Executive Vice President, General Counsel
3480 W. 12th Street
Houston, Texas 77008
(713) 864-1358
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
John De Meritt
President and Chief Executive Officer
3480 W. 12th Street
Houston, Texas 77008
(713) 864-1358
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of Communications to:
Sung Pak, Esq. OMelveny & Myers LLP 7 Times Square New York, New York 10036 (212) 326-2000 |
LizabethAnn R. Eisen, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000 |
Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-179069
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
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 the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered (1) |
Proposed per Share (2) |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee | ||||
Common Stock, par value $0.01 per share |
1,610,000 | $23.00 | $37,030,000 | $4,244 | ||||
| ||||||||
|
(1) | The 1,610,000 amount of securities to be registered under this Registration Statement is in addition to the 10,350,000 shares registered pursuant to the Registrants Registration Statement on Form S-1 (File No. 333-179069), as amended, which registration statement was declared effective by the Securities and Exchange Commission on January 26, 2012, for which a registration fee of $26,344 was already paid. Includes shares that may be purchased by the underwriters to cover the underwriters option to purchase additional shares of our common stock from the selling stockholders at the public offering price less the underwriters discount. |
(2) | Calculated in accordance with Rule 457(a) under the Securities Act of 1933. Based on the public offering price per share. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed by Francescas Holdings Corporation (the Registrant) pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and General Instruction V to Form S-1 solely to register an additional 1,610,000 shares of the Registrants common stock, par value $0.01 per share. In accordance with Rule 462(b), this Registration Statement incorporates by reference the contents of the Registrants Registration Statement on Form S-1, as amended (File No. 333-179069), originally filed with the Securities and Exchange Commission (the Commission) on January 18, 2012 and declared effective by the Commission on January 26, 2012, including all exhibits thereto and all information incorporated by reference therein.
The required opinions and consents are listed on the Exhibit Index attached to and filed with this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on the 26th day of January, 2012.
FRANCESCAS HOLDINGS CORPORATION | ||
By: | /s/ John De Meritt | |
Name: | John De Meritt | |
Title: | President, Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.
Signature |
Title |
Date | ||
/s/ John De Meritt John De Meritt |
President, Chief Executive Officer and Director (Principal Executive Officer) |
January 26, 2012 | ||
/s/ Gene Morphis Gene Morphis |
Chief Financial Officer (Principal Financial and Accounting Officer) |
January 26, 2012 | ||
* Greg Brenneman |
Director, Non-Executive Chairman | January 26, 2012 | ||
* Kyong Gill |
Director, Executive Vice Chairperson | January 26, 2012 | ||
* Patricia A. Bender |
Director | January 26, 2012 | ||
* Neill Davis |
Director | January 26, 2012 | ||
* Richard Emmett |
Director | January 26, 2012 | ||
* Joseph Scharfenberger |
Director | January 26, 2012 | ||
* Richard Zannino |
Director | January 26, 2012 |
*By: | /s/ John De Meritt | |
John De Meritt | ||
Attorney in Fact |
EXHIBIT INDEX
Exhibit Number |
Description | |
5.1 | Opinion of OMelveny & Myers LLP. | |
23.1 | Consent of Ernst & Young LLP. | |
23.2 | Consent of BDO USA, LLP (formerly known as BDO Seidman, LLP). | |
23.3 | Consent of OMelveny & Myers LLP (included as part of Exhibit 5.1). | |
24.1 | Powers of Attorney (included on signature pages to the Registration Statement on Form S-1 (File No. 333-179069) filed on January 18, 2012). |