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
 
December 17, 2019
Date of Report (Date of earliest event reported)
 
ASCENA RETAIL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
0-11736
30-0641353
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 933 MacArthur Boulevard
Mahwah, New Jersey 07430
(Address of principal executive offices including zip code)

(551) 777-6700
(Registrant’s telephone number, including area code)
 
(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, par value $0.01 per share
ASNA
The Nasdaq Global Select Market
 
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 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 10, 2019, Ascena Retail Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As previously announced, at the Annual Meeting the Company’s stockholders approved a proposal authorizing the Company’s board of directors (the “Board”) to effect a reverse stock split of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a ratio in the range of 1-for-15 to 1-for-25, such ratio to be determined in the discretion of the Board, and to effect a corresponding reduction in the number of the Company’s authorized shares of Common Stock. On December 17, 2019, the Board authorized a 1-for-20 reverse stock split of the Company’s Common Stock (the “Reverse Stock Split”) and the Company filed a Certificate of Amendment (the “Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split with respect to the Company’s issued and outstanding shares of Common Stock, as well as its shares held in treasury.

Pursuant to the Amendment, effective as of 5:30 p.m., Eastern Time, on December 18, 2019 (the “Effective Time”), each twenty shares of Common Stock issued and outstanding or held in treasury, automatically and without any action on the part of the respective holders thereof, were combined and converted into one validly issued, fully paid and non-assessable share of Common Stock. In connection with the Reverse Stock Split, the Amendment provides that the number of authorized shares of Common Stock has been reduced proportionately from three hundred and sixty million to eighteen million shares. No fractional shares will be issued as a result of the Reverse Stock Split. In lieu thereof, the Company’s transfer agent will aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market. After the transfer agent’s completion of such sale, stockholders who would have been entitled to a fractional share as a result of the Reverse Stock Split will instead receive a cash payment from the transfer agent in an amount equal to their respective pro rata share of the total proceeds of that sale, net of any brokerage costs incurred by the transfer agent to sell such fractional shares. 

Beginning with the opening of trading on December 19, 2019, the Company’s Common Stock will trade on The Nasdaq Global Select Market on a split-adjusted basis under a new CUSIP number, 04351G 200.

The foregoing description of the Amendment is a summary of the terms thereof, does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01     Regulation FD Disclosure.

On December 19, 2019, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is included with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits.

 
(d)
Exhibits.
 
 
 
 
 
 
3.1
Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation.
 
 
 
 
 
 
Press Release issued December 19, 2019.



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.

 
ASCENA RETAIL GROUP, INC.
(Registrant)
 
 
 
 
 
 
 
 
Date:   December 19, 2019
 
By:
/s/ Dan Lamadrid
 
 
 
Dan Lamadrid
Executive Vice President and Chief Financial Officer
 
 
 
(Principal Financial Officer)




Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO THE
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ASCENA RETAIL GROUP, INC.

ASCENA RETAIL GROUP, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST: The first paragraph of Section 4 of the Third Amended and Restated Certificate of Incorporation of said Corporation is hereby amended and restated to read in its entirety as set forth below:

“Section 4. The total authorized capital stock of the Corporation shall consist of the following classes of stock: (a) One Hundred Thousand (100,000) shares of preferred stock with a par value of one cent ($0.01) per share (“Preferred Stock”); and (b) Eighteen Million (18,000,000) shares of common stock with a par value of one cent ($0.01) per share (“Common Stock”). Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Corporation, each twenty (20) shares of the Corporation’s Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be reclassified, combined and converted into one validly issued, fully paid and non-assessable share of Common Stock, par value $0.01 per share, of the Corporation. No fractional shares will be issued in connection with the foregoing. In lieu thereof, the Corporation’s transfer agent shall aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share, and after the transfer agent’s completion of such sale, stockholders shall receive a cash payment from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale.

Subject to the rights of the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions of subsection (a) of this Section 4, the number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote generally in the election of directors, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), voting together as a single class, without a separate vote of the holders of the class or classes the number of authorized shares of which are being increased or decreased.”

SECOND: The foregoing amendment was duly adopted by the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware on December 10, 2019, at an Annual Meeting of the Stockholders of the Corporation, and such amendment has not been subsequently modified or rescinded.






THIRD: This Certificate of Amendment shall become effective as of December 18, 2019 at 5:30 p.m.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 17th day of December, 2019.

By: /s/ Gary Muto
Name:    Gary Muto
Title:    Chief Executive Officer






Exhibit 99.1
Ascena Retail Group, Inc. Announces One-for-Twenty Reverse Stock Split
Common Stock to Begin Trading on a Split-Adjusted Basis at Market Open on December 19, 2019
MAHWAH, New Jersey--(GLOBE NEWSWIRE)—December 19, 2019—ascena retail group, inc. (Nasdaq:ASNA) (the “Company”) today announced that the Company’s board of directors has approved a reverse stock split of the Company’s common stock, at a ratio of 1-for-20, and a corresponding reduction in the number of the Company’s authorized shares of common stock, following the approval of the reverse stock split by the Company’s stockholders at the Company’s annual meeting of stockholders held on December 10, 2019.

The reverse stock split became effective at 5:30 p.m. on December 18, 2019. Beginning with the opening of trading on December 19, 2019, the Company’s common stock will trade on the The Nasdaq Global Select Market (“Nasdaq”) on a split-adjusted basis under a new CUSIP number, 04351G 200. The Company’s trading symbol will continue to be “ASNA.”

The objective of the reverse stock split is to enable the Company to regain compliance with the Nasdaq minimum share price continued listing rule as required by Nasdaq Listing Rule 5450(a)(1) and maintain its listing on Nasdaq. The Company can regain compliance with the Nasdaq minimum share price requirement by maintaining a closing bid price of $1.00 per share for a minimum of ten consecutive business days prior to January 27, 2020.

The reverse stock split reduced the number of shares of common stock issued and outstanding from approximately 199,444,436 to approximately 9,972,221. The authorized number of shares of common stock has been reduced by a corresponding ratio to 18 million. The reverse stock split affects all issued and outstanding shares of the Company’s common stock and shares held in treasury, as well as the number of shares of common stock available for issuance under the Company’s stock incentive plans and outstanding awards subject to those plans. The reverse stock split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s common stock, except for adjustments that may result from the treatment of fractional shares as described below.

No fractional shares will be issued as a result of the reverse stock split. In lieu thereof, the Company’s transfer agent will aggregate all fractional shares and sell them as soon as practicable after the effective time of the reverse stock split at the then-prevailing prices on the open market. After the transfer agent’s completion of such sale, stockholders who would have been entitled to a fractional share as a result of the reverse stock split will instead receive a cash payment from the transfer agent in an amount equal to their respective pro rata share of the total proceeds of that sale, net of any brokerage costs incurred by the transfer agent to sell such fractional shares.

Forward-Looking Statements

Certain statements made within this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. Forward-looking statements are statements related to future, not past, events, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "estimate," "forecast," "target," "preliminary," or "range," and include, without limitation, statements about the effects and




impact of the reverse stock split. The risks and uncertainties include, but are not limited to: potential volatility in the price of the Company’s common stock following the reverse stock split, the Company's ability to comply with the continued listing criteria of Nasdaq, including listing criteria based upon the Company’s market capitalization, and risks arising from the potential suspension of trading of the Company's common stock on that exchange. These and other factors that could cause results to differ materially from those described in the forward-looking statements contained in this press release can be found in the Company’s Annual Report on Form 10-K and in other filings with the SEC. Refer to the Company’s most recent SEC filings for any updates concerning these and other risks and uncertainties that may affect the Company’s operations and performance. Undue reliance should not be placed on forward-looking statements, which are only current as of the date they are made. The Company assumes no obligation to update or revise its forward-looking statements, except as may be required by applicable law.

About ascena retail group, inc.

ascena retail group, inc. (Nasdaq: ASNA) is a national specialty retailer offering apparel, shoes, and accessories for women under the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion (Dressbarn) segments, and for tween girls under the Kids Fashion segment (Justice). ascena retail group, inc. through its retail brands operates ecommerce websites and approximately 3,400 stores throughout the United States, Canada and Puerto Rico.

For more information about ascena retail group, inc. visit: ascenaretail.com, AnnTaylor.com, factory.anntaylor.com, LOFT.com, outlet.loft.com, louandgrey.com, lanebryant.com, Catherines.com, Dressbarn.com, and shopjustice.com.
 
 
 
 
CONTACT:
For investors:
For media:
 
ICR, Inc.
ascena retail group, inc.
 
Jean Fontana
Shawn Buchanan
 
Managing Director
Corporate Communications
 
(646) 277-1214
(212) 541-3418
 
Jean.Fontana@icrinc.com
shawn_buchanan@anninc.com
 
 
 
 
Jessica Schmidt
 
 
Senior Vice President
 
 
(646) 677-1806
 
 
Jessica.Schmidt@icrinc.com