CHARMING SHOPPES INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-06-15: Form 8-K; Period of report 2012-06-14; Description 1.01 Entry into a Material Definitive Agreement; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2012-06-01: Form 8-K; Period of report 2012-06-01; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2012-05-15: Form 8-K; Period of report 2012-05-15; Description 8.01 Other Events; Details 8.01.
- 2012-05-03: Form 8-K; Period of report 2012-04-30; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-06-15 | 8-K | 2012-06-14 | 1.01 Entry into a Material Definitive Agreement; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 3.01 In connection with the consummation of the Merger, the Company notified the NASDAQ Stock Market (“NASDAQ”) on June 14, 2012 that each outstanding Share was converted into the right to receive an amount in cash equal to the Offer Price (as defined below) (without interest and subject to any applicable withholding tax) and the Company requested that NASDAQ (i) suspend trading in the Shares as of the close of business on Thursday, June 14, 2012 and (ii) file with the Securities and Exchange Commission an application on Form 25 to report that the Shares are no longer listed on NASDAQ. 3.02 The information set forth under Item 5.01 with regard to the Top-Up Option is incorporated by reference into this Item 3.02. 3.03 At the effective time of the Merger (the “Effective Time”), each Share not purchased in the Offer (other than Shares held directly or indirectly by the Parent, the Purchaser or the Company (as treasury stock or otherwise) or any of their respective wholly owned subsidiaries (which were automatically canceled and retired and ceased to exist) or any shareholder of the Company who was statutorily entitled to exercise appraisal rights and who duly complied with Pennsylvania law concerning the right of holders of Shares to dissent from the Merger and seek appraisal of their Shares) was converted into the right to receive an amount, in cash and without interest, equal to the Offer Price. 5.01 As previously disclosed, on May 1, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ascena Retail Group, Inc. ( “Parent”) and Parent’s wholly owned subsidiary, Colombia Acquisition Corp. (the “Purchaser”). 5.02 In connection with the consummation of the Merger, each of the following members of the Company’s Board of Directors resigned from the Board of Directors of the Company, effective immediately prior to the Effective Time: Arnaud Ajdler, Michael C. Appel, Richard W. Bennet, III, Michael J. Blitzer, Michael Goldstein, Katherine M. Hudson, Bruce J. Klatsky, Paula A. Price, Anthony M. Romano and Alan Rosskamm. 5.03 In connection with the consummation of the Merger, at the Effective Time, (i) the articles of incorporation of the Purchaser as in effect immediately prior to the Merger became the articles of incorporation of the Company following the Merger, except that the articles of incorporation were amended to state the name of the Company as “Charming Shoppes, Inc.” and provide that the common stock of the Company will have a par value of $0.01 per share, and (ii) the by-laws of the Purchaser as in effect immediately prior to the Merger became the by-laws of the Company following the Merger. | d367765d8k.htm |
| 2012-06-01 | 8-K | 2012-06-01 | 2.02 Results of Operations and Financial Condition | 2.02 On June 1, 2012 we issued a press release reporting, among other things, our sales and operating results for the three month period ended April 28, 2012. | chrs-042812_q1x8k.htm |
| 2012-05-15 | 8-K | 2012-05-15 | 8.01 Other Events | 8.01 On May 15, 2012, Charming Shoppes, Inc., a Pennsylvania corporation (the “Company”), issued a press release announcing that, pursuant to the terms of the indenture (the “Indenture”) governing its 1.125% Senior Convertible Notes due 2014 (the “Notes”), holders of the Notes have a right to convert their Notes according to the terms of the Indenture. | chrs-05152012_8xk.htm |
| 2012-05-03 | 8-K | 2012-04-30 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 On May 1, 2012, Charming Shoppes, Inc., a Pennsylvania corporation (the “Company”), Ascena Retail Group, Inc., a Delaware corporation (“Ascena”), and Colombia Acquisition Corp., a Pennsylvania corporation and wholly owned subsidiary of Ascena (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will commence a cash tender offer for all of the outstanding shares of common stock of the Company, par value $0.10 per share (the “Company Common Stock”), pursuant to the terms and subject to the conditions of the Merger Agreement. 5.02 On April 30, 2012, the Company's Board of Directors adopted resolutions to implement the relevant provisions of the Merger Agreement with respect to the Company's equity compensation plans. 8.01 On May 2, 2012, the Company and Ascena issued a joint press release announcing the proposed tender offer and merger. | chrs_8-kx04x30x2012.htm |
| 2012-04-17 | 8-K | 2012-04-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 12, 2012, Charming Shoppes, Inc. (the “Company”) approved a compensation arrangement with MaryEllen MacDowell (“MacDowell”), the president of the Company's Fashion Bug brand and a named executive officer, pursuant to which MacDowell will receive a retention bonus of $150,000 if (a) MacDowell maintains continuous employment with Fashion Bug through the earlier of April 1, 2013 or the date of closing on the sale of Fashion Bug (the “Closing Date”), or (b) Fashion Bug terminates MacDowell's employment without cause prior to the earlier of April 1, 2013 or the Closing Date. | chrs-04122012_8k.htm |
| 2012-03-29 | 8-K | 2012-03-28 | 7.01 Regulation FD Disclosure | 7.01 On March 28, 2012 we issued a press release announcing that we are scheduled to participate at The Telsey Advisory Group's 4th Annual Spring Consumer Conference on Thursday, March 29, 2012 at 10:00 a.m. eastern time at the InterContinental Hotel New York Times Square. | chrs-032812_8k.htm |
| 2012-03-28 | 8-K | 2012-03-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 22, 2012, Charming Shoppes, Inc. (the “Company”) approved annual grants of time-based stock appreciation rights (“SARs”) and restricted stock units (“RSUs”) effective April 2, 2012 to its executive officers, including certain named executive officers in the following amounts: Anthony M. Romano, 182,278 SARs and 36,000 RSUs; Eric M. Specter, 50,633 SARs and 10,000 RSUs; Colin D. Stern, 40,672 SARs and 8,033 RSUs; and Brian P. Woolf, 51,392 SARs and 10,150 RSUs. | chrs-03222012_8k.htm |
| 2012-03-27 | 8-K | 2012-03-27 | 2.02 Results of Operations and Financial Condition | 2.02 On March 27, 2012 we issued a press release reporting, among other things, our sales and operating results for the three and twelve month periods ended January 28, 2012. | chrs-012812_q4x8k.htm |
| 2012-01-12 | 8-K | 2012-01-12 | 7.01 Regulation FD Disclosure | 7.01 On January 12, 2012 we are scheduled to participate in a number of meetings with investors. | chrs-011212_8k.htm |