Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): April 15, 2010
FREDERICK’S OF HOLLYWOOD
GROUP INC.
(Exact
Name of Registrant as Specified in Charter)
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New
York
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1-5893
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13-5651322
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1115
Broadway, New York, New York
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10010
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
798-4700
Not
Applicable
(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 (see General Instruction A.2. below):
¨ 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))
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Item
3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
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On April 15, 2010, Frederick’s of
Hollywood Group Inc. (“Company”) received a notice from the NYSE Amex indicating
that, based on the Company’s shareholders’ deficit as reported in its Form 10-Q
for the quarterly period ended January 23, 2010, the Company is not in
compliance with Sections 1003(a)(i) and (ii) of the NYSE Amex Company Guide,
having less than $2 million and $4 million of shareholders’ equity while
sustaining losses from continuing operations and net losses in two out of its
three most recent fiscal years, and net losses in three out of its four most
recent fiscal years, respectively. The Company has until May 17, 2010
to submit a plan to the NYSE Amex addressing how it intends to regain compliance
with these continued listing standards by October 17, 2011. Upon
receipt of the Company’s plan, the NYSE Amex will evaluate it and make a
determination as to whether the Company has made a reasonable demonstration of
its ability to regain compliance with the continued listing standards, in which
case the plan will be accepted. If accepted, the Company will be able
to continue its listing, during which time the Company will be subject to
continued periodic review by the NYSE Amex staff. If the Company’s
plan is not accepted, the NYSE Amex could initiate delisting
proceedings.
While the Company intends to submit a
compliance plan, it expects to regain compliance with the NYSE Amex continued
listing standards following the completion of the transaction contemplated by
the Debt Exchange and Preferred Stock Conversion Agreement, dated as of February
1, 2010, between the Company and Fursa Capital Partners LP, Fursa Master
Rediscovered Opportunities L.P., Blackfriars Master Vehicle LLC – Series 2, and
Fursa Master Global Event Driven Fund L.P (collectively, “Fursa”), the holders
of approximately $14.3 million principal amount of the Company’s long term
debt outstanding including accrued interest (the “Tranche C debt”) and
approximately $8.8 million of the Company’s Series A preferred stock including
accrued dividends (“Series A Preferred Stock”). As previously
disclosed, Fursa agreed to exchange and convert the entire $14.3 million
principal amount and accrued interest of the Tranche C debt and all $8.8 million
of their outstanding shares of Series A Preferred Stock and accrued dividends
into approximately $11.5 million shares of the Company’s common stock. The
balance sheet effect of the transaction will increase the Company’s
shareholders’ equity by approximately $23.1 million, thereby putting the Company
in compliance with the continued listing standards. The completion of
the transaction is subject to shareholder approval, which is expected to be
obtained at the Company’s shareholder meeting on May 12, 2010 and consummated
shortly thereafter.
The Company’s common stock continues to
trade on the NYSE Amex under the symbol “FOH”, but will shortly become subject
to the trading symbol extension “BC” to denote non-compliance with the NYSE
Amex’s continued listing standards.
On April 20, 2010, the Company issued a
press release announcing the receipt of the NYSE Amex deficiency
notice. A copy of this press release is furnished as Exhibit 99.1
hereto and is incorporated by reference herein.
Item
9.01Financial Statements, Pro
Forma Financial Information and Exhibits.
(c) Exhibits:
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Exhibit
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Description
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99.1 |
Press
release dated April 20, 2010. |
SIGNATURE
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.
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FREDERICK’S OF HOLLYWOOD
GROUP INC. |
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Dated:
April 20, 2010
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By:
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/s/ Thomas
Rende |
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Thomas
Rende |
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Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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