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EX-99.1 - EXHIBIT 99.1 - TILLY'S, INC.ex991tlysspecialdividend.htm
EX-10.1 - EXHIBIT 10.1 - TILLY'S, INC.ex101amendmentno7toamended.htm


 
 
 
 
 
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) January 23, 2020
____________________________________________
TILLY’S, INC.
(Exact Name of Registrant as Specified in its Charter)
  _______________________________________________
Delaware
 
1-35535
 
45-2164791
(State of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)
10 Whatney
Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
(949) 609-5599
(Registrant’s Telephone Number, Including Area Code)
N/A
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share
TLYS
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  






Item 1.01
Entry into a Material Definitive Agreement.


On January 23, 2020, World of Jeans & Tops, a California corporation and a wholly owned subsidiary of Tilly’s, Inc., a Delaware corporation (the “Company”), entered into Amendment No. 7 (the “Amendment”) to the Amended and Restated Credit Agreement (as amended, the “Agreement”), dated as of May 3, 2012, with Wells Fargo Bank, National Association. The Amendment makes certain changes to the terms of the Agreement, including extending the maturity date of the Agreement to January 31, 2023 and revising or eliminating certain restrictive financial covenants, including the removal of the prohibition on payment of dividends or stock buybacks.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 8.01
Other Events.


On January 24, 2020, the Company issued a press release announcing a one-time special cash dividend of $1.00 per share to be paid on February 26, 2020, to all holders of record of issued and outstanding shares Class A common stock and Class B Common stock as of the close of business on February 12, 2020.
Item 9.01
Financial Statements and Exhibits
(d)    Exhibits
The following exhibits are being furnished herewith:

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 hereunto duly authorized.
 
 
 
 
 
TILLY’S, INC.
 
 
 
Date: January 24, 2020
By:
 /s/ Michael L. Henry
 
Name:
  Michael L. Henry
 
Title:
  Chief Financial Officer, Corporate Secretary