|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
5331
(Primary Standard Industrial
Classification Code Number) |
| |
75-2398532
(I.R.S. Employer
Identification Number) |
|
| Large accelerated filer ☐ | | | Accelerated filer ☒ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☒ | |
| | | | | | | | | | Emerging growth company ☐ | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
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| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 18 | | |
| | |
Shares of Common Stock
Beneficially Owned Prior to the Offering(1) |
| |
Shares of
Common Stock Offered Hereby |
| |
Shares of Common Stock
Beneficially Owned After Completion of the Offering(2) |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| | | | | | | |
Number
|
| |
Percentage
|
| ||||||||||||
Selling stockholder: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Osmium Partners (Larkspur SPV), LP (Osmium)(3)
|
| | | | 30,158,593 | | | | | | 31.4% | | | | | | 30,158,593 | | | | | | — | | | | | | — | | |
| | |
Amount
|
| |||
SEC registration fee
|
| | | $ | 10,890.90 | | |
Printing and engraving expenses
|
| | | $ | 2,000.00 | | |
Fees and expenses of legal counsel
|
| | | $ | 20,000.00 | | |
Accounting fees and expenses
|
| | | $ | 5,000.00 | | |
Transfer agent and registrar fees
|
| | | $ | 0.00 | | |
Miscellaneous
|
| | | $ | 2,010.00 | | |
Total
|
| | | $ | 40,00.00 | | |
Exhibit
Number |
| |
Description
|
| |||
| | 10.42 | | | | Form of Restricted Stock Unit Award Agreement (Performance Based) by and between FredHand and the Company (incorporated by reference to Exhibit 4.4 to the Company's Form S-8 filed on May 19, 2021) | |
| | 21.1 | | | | Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to Annual Report on Form 10-K filed on September 14, 2020) | |
| | 23.1 | | | | | |
| | 23.2 | | | | | |
| | 24.1 | | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Fred Hand
Fred Hand
|
| | Chief Executive Officer (Principal Executive Officer) and Director | | | May 19, 2021 | |
|
/s/ Brian T. Vaclavik
Brian T. Vaclavik
|
| | Interim Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer) | | | May 19, 2021 | |
|
/s/ Sherry M. Smith
Sherry M. Smith
|
| | Chairperson and Director | | | May 19, 2021 | |
|
/s/ Anthony F. Crudele
Anthony F. Crudele
|
| | Director | | | May 19, 2021 | |
|
/s/ Douglas J. Dossey
Douglas J. Dossey
|
| | Director | | | May 19, 2021 | |
|
/s/ Frank M. Hamlin
Frank M. Hamlin
|
| | Director | | | May 19, 2021 | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ W. Paul Jones
W. Paul Jones
|
| | Director | | | May 19, 2021 | |
|
/s/ John H. Lewis
John H. Lewis
|
| | Director | | | May 19, 2021 | |
|
/s/ Reuben E. Slone
Reuben E. Slone
|
| | Director | | | May 19, 2021 | |
|
/s/ Richard S. Willis
Richard S. Willis
|
| | Director | | | May 19, 2021 | |
Exhibit 5.1
May 19, 2021
Tuesday Morning Corporation
6250 LBJ Freeway
Dallas, Texas 75240
Ladies and Gentlemen:
We have acted as your special counsel in connection with the filing by Tuesday Morning Corporation, a Delaware corporation (the “Company”), of a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission relating to the registration pursuant to the provisions of the Securities Act of 1933, as amended, of 30,158,593 shares (the “Shares”) of Common Stock, par value $0.01 per share, to be offered and resold from time to time by selling stockholders named in the Registration Statement.
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such instruments, certificates, records and documents, and have reviewed such questions of law, as we have deemed necessary or appropriate for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have relied upon the aforesaid instruments, certificates, records and documents and inquiries of the Company’s representatives.
Based upon the foregoing examination, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid and nonassessable.
The opinion set forth herein is limited to the Delaware General Corporation Law and the related provisions of the Delaware Constitution. We are not opining as to any other laws of the State of Delaware (including, but not limited to, “blue sky” or other state securities laws) or as to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, as originally filed or as subsequently amended. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, | |
/s/ Troutman Pepper Hamilton Sanders LLP | |
Troutman Pepper Hamilton Sanders LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" and to the use of our reports dated September 14, 2020, in the Registration Statement (Form S-1) and related Prospectus of Tuesday Morning Corporation for the registration of 30,158,593 shares of its common stock.
/s/ Ernst & Young LLP
Dallas, Texas
May 19, 2021