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): November 9, 2020

 

 

J.Jill, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38026   45-1459825

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

4 Batterymarch Park

Quincy, MA 02169

(Address of principal executive offices) (Zip Code)

(617) 376-4300

(Registrant’s telephone number, including area code)

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:

 

☐

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

Common Stock, $0.01 par value   JILL   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 3.03

Material Modifications of Rights of Security Holders.

On November 9, 2020, J.Jill, Inc., (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Charter Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-5 reverse split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and to reduce the number of authorized shares of Common Stock to 50,000,000. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares of Common Stock that would have otherwise resulted from the Reverse Stock Split were converted into the right to receive a cash payment, without interest and subject to applicable withholding taxes.

In connection with the Reverse Stock Split, the Board of Directors of the Company approved appropriate and proportional adjustments to the terms of the the Company’s 2017 Omnibus Equity Incentive Plan and Employee Stock Purchase Plan (together, the “Equity Plans”), including the number of shares of Common Stock available for issuance under the Equity Plans and the number of shares of Common Stock underlying outstanding awards granted pursuant to the Equity Plans.

The foregoing description of the Charter Amendment is not complete and is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 7.01

Regulation FD Disclosure.

On November 4, 2020, the Company issued a press release announcing approval by the Company’s Board of Directors of a 1-for-5 reverse stock split ratio, pursuant to authorization granted by written consent of the Company’s majority shareholder. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 8.01

Other Events.

The Company has outstanding warrants to purchase shares of Common Stock (the “Warrants”) expiring October 2, 2025, subject to certain customary adjustments from time to time upon the occurrence of certain events. In accordance with the terms of the Warrants, the Reverse Stock Split will result in an adjustment to the exercise price of the Warrants from $0.01 per share to $0.05 per share. The number of shares of Common Stock issuable upon exercise of each Warrant on November 9, 2020 shall be proportionately adjusted so that the holder, after such date, shall be entitled to purchase the number of shares of Common Stock that such holder would have owned or been entitled to receive in respect of the shares of Common Stock subject to the Warrant after such date had the Warrant been exercised immediately prior to such date.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number

  

Description

  3.1    Certificate of Amendment to the Certificate of Incorporation of J.Jill, Inc., effective November 9, 2020.
99.1    Press release dated November 4, 2020.

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.

 

Date: November 9, 2020   J.JILL, INC.
 

By:

  

/s/ Mark Webb

  Name:   

Mark Webb

  Title:    Executive Vice President and Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

J.JILL, INC.

The undersigned, Vijay Moses, Vice President and General Counsel of J.Jill, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

FIRST: The name of the Corporation is J.Jill, Inc.

SECOND: This Amendment (the “Amendment”) to the Certificate of Incorporation of the Corporation (the “Certificate”) has been duly approved and adopted pursuant to a written consent by the stockholders of the requisite number of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereon in accordance with Section 228 and Section 242 of the DGCL.

THIRD: Upon the filing and effectiveness (the “Effective Time”) of this Amendment pursuant to the DGCL, the Certificate is hereby amended by amending and restating the first sentence of Section 4.1 to be and read as follows:

The total number of shares of all classes of stock that the Corporation shall have authority to issue is 100,000,000 shares, divided into (a) 50,000,000 shares of Common Stock, with the par value of $0.01 per share (the “Common Stock”), and (b) 50,000,000 shares of Preferred Stock, with the par value of $0.01 per share (the “Preferred Stock”).

FOURTH: Upon the Effective Time, each 5 shares of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”) issued and outstanding at the Effective Time shall automatically be combined into one validly issued, fully paid and non-assessable share of Common Stock, without any action by the holder thereof, subject to the treatment of fractional interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional share interests of Common Stock in connection with the Reverse Stock Split shall, with respect to such fractional interest, be entitled to receive cash, without interest, in lieu of fractional shares of Common Stock, in an amount equal to the proceeds attributable to the sale of such fractional interest following the aggregation and sale by the Corporation’s transfer agent of all fractional shares otherwise issuable. Each certificate that prior to such combination represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

FIFTH: This Amendment shall become effective as of November 9, 2020 at 4:01 p.m. EDT.

* * * * *

IN WITNESS WHEREOF, the undersigned has executed this Amendment on behalf of the Corporation and has attested such execution and does verify and affirm, under penalty of perjury, that this Amendment is the act and deed of the Corporation and that the facts stated herein are true as of this 9th day of November 2020.

 

J.JILL, INC.

By:

 

/s/ Vijay Moses

Name:

 

Vijay Moses

Title:

 

Vice President and General Counsel

 

2

Exhibit 99.1

 

 

LOGO

J.Jill Announces 1-For-5 Reverse Stock Split

Quincy, Mass.—(BUSINESS WIRE)—J.Jill, Inc. (“J.Jill” or the “Company”) (NYSE: JILL) today announced that the Company’s Board of Directors approved a 1-for-5 reverse stock split ratio. The reverse stock split is expected to become effective on or about November 9, 2020. As such, if the reverse stock split is completed, the Company’s shareholders will receive one (1) new share of J.Jill common stock for every five (5) shares of J.Jill common stock held prior to the effective date. Shareholders will receive cash in lieu of any fractional shares. If completed, the Company’s common stock will begin trading on a split-adjusted basis on the New York Stock Exchange (the “NYSE”) at the market open on November 10, 2020.

As previously announced, the Company’s majority shareholder has taken action by written consent to authorize (i) the Company, at the discretion of the Board of Directors, to effect a reverse stock split of the Company’s common stock within a range of 1-for-3 and 1-for-10 of shares currently issued and outstanding, and (ii) a corresponding reduction in the number of authorized shares of the Company’s common stock.

The reverse stock split is intended to, among other things, increase the per share trading price of the Company’s common stock in order to regain compliance with the NYSE’s continued listing standards. Once effective, the number of authorized shares of the Company’s common stock will decrease from 250,000,000 to 50,000,000.

About J.Jill

J.Jill is a premier omnichannel retailer and nationally recognized women’s apparel brand committed to delighting customers with great wear-now product. The brand represents an easy, thoughtful and inspired style that reflects the confidence of remarkable women who live life with joy, passion and purpose. J.Jill offers a guiding customer experience through about 280 stores nationwide and a robust e-commerce platform. J.Jill is headquartered outside Boston. For more information, please visit www.jjill.com or http://investors.jjill.com.

Forward-Looking Statements

This press release contains, and oral statements made from time to time by our representatives may contain, “forward-looking statements.” Forward-looking statements include those identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “outlook,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on our current expectations and assumptions regarding capital market conditions, our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. There can be no assurance that following the reverse stock split, if consummated, the Company’s common stock will remain above the $1.00 per share minimum for the requisite period prior to, and as of, the last day of the NYSE cure period, to regain listing compliance. In the event the Company does not regain compliance with the minimum price criteria, its common stock may be subject to delisting from the NYSE, which, in turn, will result in significant adverse effect on the value and liquidity of the Company’s common stock. Any forward-looking statement made in this press release speaks only as of the date on which it is made. J.Jill undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Investor Contact:

Caitlin Churchill

ICR, Inc.

investors@jjill.com

203-682-8200

Media Contact:

Jessica Liddell

ICR, Inc.

jjillPR@icrinc.com

203-682-8200