bebe stores, inc. (NASDAQ:BEBE) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On December8, 2016, bebe stores, inc. (the Company) filed
its Fifth Amended and Restated Articles of Incorporation (the
Articles of Incorporation) with the Secretary of State of
the State of California to effect a 1-for-10 reverse stock split
of its common stock.
As disclosed in our Current Report on Form 8-K, Item5.07,
Submission of Matters to a Vote of Security Holders, filed on
December18, 2015, on December15, 2015, the Companys shareholders,
by an affirmative vote of at least a majority of the shares of
common stock outstanding and entitled to vote on the matters,
approved a proposal authorizing the Companys board of directors
(the Board), in its discretion, to effect a reverse stock
split of the Companys outstanding shares of common stock at any
whole number ratio not less than 1-for-3 and not greater than
1-for-10. The Board has approved the reverse stock split and a
1-for-10 split ratio.
As a result of the reverse stock split, every ten shares of the
Companys pre-reverse split common stock will be converted
automatically into one share of common stock. No fractional
shares will be issued as a result of the reverse stock split, and
shareholders who otherwise would be entitled to a fractional
share will receive, in lieu thereof, a cash payment equal to the
average closing price of the Companys common stock as quoted on
NASDAQ for the five trading days immediately preceding December8,
2016, multiplied by the number of shares of pre-split common
stock held by the shareholder that would otherwise have been
exchanged for such fractional share. Also, as a result of the
reverse stock split, the number of the authorized shares of the
Companys common stock will be reduced as set forth in the
Articles of Incorporation. The reverse stock split will not alter
the par value of the Companys common stock or modify any voting
rights or other terms of the Companys common stock. Proportional
adjustments will be made to shares of the Companys common stock
issuable upon exercise or conversion of the Companys outstanding
equity incentive awards, and the applicable per share exercise
price of such securities in accordance with their terms.
The Articles of Incorporation are filed as Exhibit 3.1 to this
report and is incorporated by reference herein.
Item5.07 Submission of Matters to a Vote of Security
a) Our 2016 Annual Meeting of Shareholders was held in Los
Angeles, California, on December6, 2016. There were 80,069,785
shares of our common stock outstanding and entitled to vote at
the meeting as of the record date of October24, 2016, and of such
shares, there were 70,296,551 shares present in person or
represented by proxy at the meeting.
b) The following directors were elected:
Biographical reference* and Committee assignments listed below.
c) The appointment of Deloitte Touche LLP as our independent
registered public accounting firm for the fiscal year ending
July1, 2017, was approved with 66,799,728 votes in favor and
3,368,665 votes withheld. There were 128,158 abstentions.
* Biographical information on each director is found in our most
recent Form DEF 14 filed October28, 2016.
Subsequent to this election of directors, the Board filled its
Committee posts as follows:
Robert Galvin (Chair)
Compensation and Management Development Committee
Seth Johnson (Chair)
Nominating and Corporate Governance Committee
Brett Brewer (Chair)
Item9.01 Financial Statements and Exhibits.
|3.1||Fifth Amended and Restated Articles of Incorporation.|
About bebe stores, inc. (NASDAQ:BEBE)
bebe stores, inc. designs, develops and produces a range of contemporary women’s apparel and accessories. The Company’s product offering includes a range of separates, tops, dresses, active wear and accessories for a range of occasions. It designs and develops its merchandise in-house, which is manufactured to its specifications and it also sources directly from third-party manufacturers. The Company also offers accessories, which include jewelry, optical, fragrance, shoes and handbags. The Company operates stores in the United States, Puerto Rico and Canada. In addition, it has an online store at www.bebe.com that ships to customers in the United States, Canada, Puerto Rico, the United States Protectorates and internationally via its third-party providers, International Checkout and Shoprunner. It has international stores operated by licensees in South East Asia, the United Arab Emirates, Russia, South America, Turkey and other territories. bebe stores, inc. (NASDAQ:BEBE) Recent Trading Information
bebe stores, inc. (NASDAQ:BEBE) closed its last trading session down -0.05 at 5.87 with 101,416 shares trading hands.