Francesca's Holdings CORP (Form: S-8, Received: 07/27/2011 14:38:52)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

As filed with the Securities and Exchange Commission on July 27, 2011

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FRANCESCA’S HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

20-8874704

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

c/o Francesca’s Collections, Inc.

3480 W. 12 ^th Street

Houston, Texas 77008

(Address, Including Zip Code, of Principal Executive Offices)

Francesca’s Holdings Corporation 2007 Stock Incentive Plan

Francesca’s Holdings Corporation Stock Incentive Plan

Francesca’s Holdings Corporation 2011 Equity Incentive Plan

(Full Title of the Plan)

Kal Malik

Executive Vice President and General Counsel

c/o Francesca’s Collections, Inc.

3480 W. 12 ^th Street

Houston, Texas 77008

(713) 864 - 1358

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

COPY TO:

Sung Pak, Esq.

O’Melveny & Myers LLP

7 Times Square

New York, New York 10036

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):

CALCULATION OF REGISTRATION FEE



Title of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee
Common Stock, $0.01 par value per share
Francesca’s Holdings Corporation 2007 Stock Incentive Plan	644,033 ⁽¹⁾ shares	$28.39 ⁽²⁾	$18,284,096.87 ⁽²⁾	$2,122.78 ⁽²⁾
Francesca’s Holdings Corporation Stock Incentive Plan	1,994,430 ⁽¹⁾ shares	$28.39 ⁽²⁾	$56,621,867.70 ⁽²⁾	$6,573.80 ⁽²⁾
Francesca’s Holdings Corporation 2011 Equity Incentive Plan	3,175,365 ⁽¹⁾ shares	$28.39 ⁽²⁾	$90,148,612.35 ⁽²⁾	$10,466.25 ⁽²⁾

⁽¹⁾

This Registration Statement covers, in addition to the number of shares of Francesca’s Holdings Corporation, a Delaware corporation (the “Company” or the “Registrant”), common stock, par value $0.01 per share (the “Common Stock”), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the Francesca’s Holdings Corporation 2007 Stock Incentive Plan (the “2007 Plan”), the Francesca’s Holdings Corporation Stock Incentive Plan (the “2010 Plan”) and the Francesca’s Holdings Corporation 2011 Equity Incentive Plan (the “2011 Plan”, and together with the 2007 Plan and the 2010 Plan, the “Plans”) as a result of one or more adjustments under the Plans to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.

⁽² ⁾	Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on July 26, 2011, as quoted on the Nasdaq Global Market.

The Exhibit Index for this Registration Statement is at page 8.

PART I

INFORMATION REQUIRED IN THE

SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 3.

Incorporation of Certain Documents by Reference

The description of the Company’s Common Stock contained in its Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) on April 19, 2011, as amended (Commission File No. 333-173581), and any other amendment or report filed for the purpose of updating such description, is incorporated herein by reference.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

Item 4.

Description of Securities

Not applicable.

Item 5.

Interests of Named Experts and Counsel

The validity of the issuance of Common Stock registered hereby is passed on for the Company by Kal Malik. Mr. Malik is the General Counsel of the Company and is compensated by the Company as an employee. Mr. Malik owns 203,650 shares of Common Stock and Company stock options to acquire up to an additional 144,783 shares of Common Stock. Mr. Malik is eligible to receive stock awards by the Company under the 2010 Plan.

Item 6.

Indemnification of Directors and Officers

Section 102(b)(7) of the Delaware General Corporation Law (the “ DGCL ”) permits a corporation in its certificate of incorporation or an amendment to eliminate or limit the personal liability of its directors or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of law or obtained an improper personal benefit. The Registrant’s amended and restated certificate of incorporation will provide for this limitation of liability.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, to which he or she is a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145 further provides that in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145(g) of the DGCL further authorizes a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against and incurred by such person in any indemnified capacity, or arising out of such person’s status as such, regardless of whether the corporation would otherwise have the power to indemnify under Delaware law.

The Registrant’s amended and restated certificate of incorporation and amended and restated bylaws will provide that we must indemnify our directors and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise.

The Registrant expects to enter into indemnification agreements with its directors and executive officers. In general, these agreements will provide that the Registrant will indemnify the director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as a director or officer or in connection with his or her service at the Registrant’s request for another corporation or entity.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Registrant’s amended and restated certificate of incorporation, amended and restated bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

The Registrant expects to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

Item 7.

Exemption from Registration Claimed

Not applicable.

Item 8.

Exhibits

See the attached Exhibit Index at page 8, which is incorporated herein by reference.

Item 9.

Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the

Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 27, 2011.


FRANCESCA’S HOLDINGS CORPORATION

By:		/s/ John De Meritt
		Name: John De Meritt
		Title: President, Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints John De Meritt and Gene Morphis, and each of them, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ John De Meritt John De Meritt	President, Chief Executive Officer and Director (Principal Executive Officer)	July 27, 2011

/s/ Gene Morphis Gene Morphis	Chief Financial Officer (Principal Financial and Accounting Officer)	July 27, 2011

/s/ Greg Brenneman Greg Brenneman	Director, Non-Executive Chairman	July 27, 2011


Signature	Title	Date

/s/ Kyong Gill Kyong Gill	Director, Executive Vice Chairperson	July 27, 2011

/s/ Neill Davis Neill Davis	Director	July 27, 2011

/s/ Richard Emmett Richard Emmett	Director	July 27, 2011

/s/ Joseph Scharfenberger Joseph Scharfenberger	Director	July 27, 2011

/s/ Richard Zannino Richard Zannino	Director	July 27, 2011

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

4.1		Francesca’s 2007 Stock Incentive Plan. (Filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the Commission on May 24, 2011 (Commission File No. 333-173581) and incorporated herein by this reference.)

4.2		Francesca’s Stock Incentive Plan. (Filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the Commission on May 24, 2011 (Commission File No. 333-173581) and incorporated herein by this reference.)

4.3		Francesca’s 2011 Equity Incentive Plan. (Filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1 filed with the Commission on July 15, 2011 (Commission File No. 333-173581) and incorporated herein by this reference.)

5.1		Opinion of Counsel.

23.1		Consent of Ernst & Young LLP.

23.2		Consent of BDO USA, LLP (formerly known as BDO Seidman, LLP).

23.3		Consent of Counsel (included in Exhibit 5.1).

24.1		Power of Attorney (included in this Registration Statement under “Signatures”).

EXHIBIT 5.1

Francesca’s Holdings Corporation

July 27, 2011

Francesca’s Holdings Corporation

3480 W. 12 ^th Street

Houston, Texas 77008

Re:

Registration of Securities of Francesca’s Holdings Corporation

Ladies and Gentlemen:

In connection with the registration of up to 5,813,828 shares of Common Stock of Francesca’s Holdings Corporation, a Delaware corporation (the “Company”), par value $0.01 per share (the “Shares”), under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission on or about the date hereof, such Shares to be issued or delivered pursuant to the Francesca’s Holdings Corporation 2007 Stock Incentive Plan (the “2007 Plan”), the Francesca’s Holdings Corporation Stock Incentive Plan (the “2010 Plan”) and the Francesca’s Holdings Corporation 2011 Equity Incentive Plan (the “2011 Plan,” and together with the 2007 Plan and the 2010 Plan, the “Plans”), you have requested my opinion set forth below.

In my capacity as counsel, I have examined originals or copies of those corporate and other records of the Company I considered appropriate.

On the basis of such examination and my consideration of those questions of law I considered relevant, and subject to the limitations and qualifications in this opinion, I am of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with such authorization, the provisions of the Plans and relevant agreements duly authorized by and in accordance with the terms of the Plans, and upon payment for and delivery of the Shares as contemplated in accordance with the Plans, and either (a) the countersigning of the certificate or certificates representing the Shares by a duly authorized signatory of the registrar for the Company’s Common Stock, or (b) the book-entry of the Shares by the transfer agent for the Company’s Common Stock in the name of The Depository Trust Company or its nominee, the Shares will be validly issued, fully paid and non-assessable.

I consent to your filing this opinion as an exhibit to the Registration Statement.


Respectfully submitted,

By:		/s/ Kal Malik
		Name: Kal Malik
		Title: General Counsel

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Francesca’s Holdings Corporation 2007 Stock Incentive Plan, the Francesca’s Holdings Corporation Stock Incentive Plan and the Francesca’s Holdings Corporation 2011 Equity Incentive Plan of Francesca’s Holdings Corporation of our report dated April 15, 2011, with respect to the consolidated financial statements included in the Registration Statement (Form S-1) for the year ended January 29, 2011and related Prospectus of Francesca’s Holdings Corporation for the registration of shares of its common stock.

/s/ Ernst & Young LLP

Dallas, Texas

July 26, 2011

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

Francesca’s Holdings Corporation

Houston, Texas

We hereby consent to the incorporation by reference in this Registration Statement of our report dated June 22, 2010, except for footnotes 2 and 9, which are as of April 15, 2011, relating to the consolidated financial statements, appearing in the Francesca’s Holdings Corporation’s Registration Statement on Form S-1 (No. 333-173581).

/s/ BDO USA, LLP

(formerly known as

BDO Seidman, LLP)

Houston, Texas

July 27, 2011