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.

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.

Ascena Retail Group, Inc. Exhibit
EX-3.1 2 exhibit31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1CERTIFICATE OF AMENDMENTTO THETHIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATIONOFASCENA RETAIL GROUP,…
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About ASCENA RETAIL GROUP, INC. (NASDAQ:ASNA)

Ascena Retail Group, Inc. is a specialty retailer of apparel for women and tween girls. The Company operates through six segments: ANN, Justice, Lane Bryant, maurices, dressbarn and Catherines. The ANN segment offers feminine classics and fashion choices, sold primarily under the Ann Taylor and LOFT brands. The Justice segment offers apparel to girls who are aged 6 to 12. The Lane Bryant segment offers apparel to female customers in plus-sizes 14-28. The maurices segment offers women’s casual clothing, career wear, dressy apparel, active wear and accessories. The dressbarn segment consists of the specialty retail, outlet and e-commerce operations of the dressbarn brand. The Catherines segment offers classic apparel and accessories to female customers for wear-to-work and casual lifestyles. As of July 30, 2016, the Company operated approximately 4,900 stores in 49 United States’ states, the District of Columbia, Canada and Puerto Rico.