Attached files

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EX-5.1 - OPINION OF O'MELVENY & MYERS LLP - Francesca's Holdings CORPd290532dex51.htm
EX-23.1 - CONSENT OF ERNST & YOUNG LLP - Francesca's Holdings CORPd290532dex231.htm
EX-23.2 - CONSENT OF BDO USA, LLP (FORMERLY KNOWN AS BDO SEIDMAN, LLP) - Francesca's Holdings CORPd290532dex232.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

 

 

FRANCESCA’S 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 Francesca’s 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 registrant’s 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.

O’Melveny & 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
Maximum
Offering Price

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 Registrant’s 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 Francesca’s 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 Registrant’s common stock, par value $0.01 per share. In accordance with Rule 462(b), this Registration Statement incorporates by reference the contents of the Registrant’s 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.

 

FRANCESCA’S 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 O’Melveny & 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 O’Melveny & 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).