Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
______________
AMENDMENT
NO. 1
TO
FORM
8-K
ON
FORM 8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): February 1,
2010
FREDERICK’S OF HOLLYWOOD
GROUP INC.
(Exact
Name of Registrant as Specified in Charter)
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New
York
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1-5893
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13-5651322
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1115
Broadway, New York, New York
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10010
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area
code: (212)
798-4700
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 (see General Instruction A.2. below):
¨ 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))
Item
3.02 Unregistered
Sales of Equity Securities
See Item 8.01, which is incorporated by
reference herein.
Item
8.01 Other
Events.
On May 18, 2010, Frederick’s of
Hollywood Group Inc. (“Company”) completed the previously announced Debt
Exchange and Preferred Stock Conversion Agreement, dated as of February 1, 2010,
with Fursa Capital Partners LP, Fursa Master Rediscovered Opportunities Fund
L.P., Blackfriars Master Vehicle LLC – Series 2, and Fursa Master Global Event
Driven Fund L.P. (collectively, the “Holders”). At the closing, the
Company issued to the Holders an aggregate of 8,664,373 shares of common stock
(“Conversion and Exchange Shares”) upon exchange of approximately $14.3 million
of outstanding Tranche C debt and accrued interest, and conversion of
approximately $8.8 million of Series A preferred stock, including accrued
dividends, at an effective price of approximately $2.66 per share.
The Company also issued to the Holders
three, five and seven-year warrants, each to purchase 500,000 shares of common
stock (for an aggregate of 1,500,000 shares of common stock) (“Warrant Shares”)
at exercise prices of $2.00, $2.33 and $2.66 per share,
respectively. Following the transaction, the Holders’ aggregate
beneficial ownership of the Company’s common stock increased from approximately
33.0% to approximately 47.4%. The Company has registered for re-sale
the Conversion and Exchange Shares and Warrant Shares, as well as the other
securities beneficially owned by the Holders, pursuant to a registration
statement filed by the Company with the Securities and Exchange
Commission.
As a result of the transaction, which
was approved by the Company’s shareholders at its Annual Meeting held on May 12,
2010, the balance sheet effect was an increase to shareholders’ equity of
approximately $23.1 million.
On May
19, 2010, the Company issued a press release attached hereto as Exhibit 99.1,
announcing the matters described in this Item 8.01.
Item
9.01 Financial
Statements and Exhibits.
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Exhibit
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Description
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99.1
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Press
Release, dated May 19, 2010, announcing closing of Debt Exchange and
Preferred Stock Conversion
Agreement.
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, Frederick’s of Hollywood Group Inc. has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: May
19, 2010
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FREDERICK’S OF
HOLLYWOOD GROUP INC. |
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By:
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/s/ Thomas
Rende |
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Thomas
Rende |
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Chief
Financial Officer |
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(Principal
Financial and Accounting Officer) |
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