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 August 25, 2012

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 1-8546

 

TRINITY PLACE HOLDINGS INC.

(Exact Name of Registrant as Specified in Its Charter)

 

DELAWARE 22-2465228
(State or Other Jurisdiction of  (I.R.S. Employer Identification No.)
Incorporation or Organization)  
   
One Syms Way, Secaucus, New Jersey 07094
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (201) 902-9600

 

Former Name: Syms Corp.

 

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 during the preceding 12 months (or 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 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  þ     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

 

At August 25, 2012, there were 14,448,188 shares outstanding of Common Stock of Syms Corp., par value $0.05 per share. At September 24, 2012, there were 16,630,554 shares outstanding of Common Stock of Trinity Place Holdings Inc., par value $0.01 per share.

 

 
 

 

Explanatory Note

 

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q of Trinity Place Holdings Inc. for the quarterly period ended August 25, 2012, filed with the Securities and Exchange Commission on October 9, 2012 (the “Form 10-Q”), is to furnish the Interactive Data file with detailed note tagging as Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q with detailed note tagging, formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto 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, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

Item 6.Exhibits.

   

2.1Modified Second Amended Joint Chapter 11 Plan of Reorganization of Syms Corp. and its Subsidiaries (incorporated by reference to Exhibit 99.1 of the Form 8-K filed by the Company on September 6, 2012)*

 

2.2Agreement and Plan of Merger by and between Syms Corp. and Trinity Place Holdings Inc. dated September 14, 2012 (incorporated by reference to Exhibit 2.1 of the Form 8-K12G3 filed by the Company on September 19, 2012)*

 

3.1Certificate of Incorporation of Trinity Place Holdings Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed by the Company on September 19, 2012)*

 

3.2Bylaws of Trinity Place Holdings Inc. (incorporated by reference to Exhibit 3.2 of the Form 8-K filed by the Company on September 19, 2012)*

 

10.1Engagement Agreement for CEO Services, dated September 14, 2012, between Trinity Place Holdings Inc. and Esopus Creek Management LLC.*

 

31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

   

31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange  Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

   

32.1Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

   

32.2Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

   

101.INSXBRL Instance Document

   

101.SCHXBRL Taxonomy Extension Schema Document

   

101.CALXBRL Taxonomy Extension Calculation Linkbase Document

   

101.DEFXBRL Taxonomy Extension Definition Linkbase Document

   

101.LABXBRL Taxonomy Extension Label Linkbase Document

   

101.PREXBRL Taxonomy Extension Presentation Linkbase Document

 

*        These exhibits were previously included or incorporated by reference in Syms Corp’s Quarterly Report on Form 10-Q for the quarterly period ended August 25, 2012, filed with the Securities and Exchange Commission on October 9, 2012.

 

 
 

 

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.

 

 

  SYMS CORP
     
     
Date: November 5, 2012 By /s/ Lauren Krueger
    LAUREN KRUEGER
    CHIEF EXECUTIVE OFFICER
    (Principal Executive Officer)
     
     
Date: November 5, 2012 By /s/ Richard Pyontek
    RICHARD PYONTEK
    CHIEF FINANCIAL OFFICER
    (Principal Financial and Accounting Officer)