Vince Holding Corp. (NYSE:VNCE) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03Material Modification to Rights of Security Holders
On October 23, 2017, Vince Holding Corp. (the “Company”) filed with the Secretary of State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, to effect a reverse stock split (the “Reverse Stock Split”), as described in its Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on October 2, 2017 (the “Information Statement”). The Certificate of Amendment and, as a result, the Reverse Stock Split took effect on October 23, 2017 and the common stock will begin trading on a split-adjusted basis when the market opens on October 24, 2017.
to the Reverse Stock Split, shares of common stock were automatically consolidated at the rate of one for ten (1 for 10) without any further action on the part of the stockholders. All fractional shares owned by each stockholder were aggregated and to the extent after aggregating all fractional shares any stockholder was entitled to a fraction of a share, such stockholder became entitled to receive, in lieu of the issuance of such fractional share, a cash payment based on a pre-split cash in lieu rate of $0.48, which is the average closing price per share (as adjusted to give effect to the Reverse Stock Split) on the New York Stock Exchange (“NYSE”) on the five (5) consecutive trading days immediately preceding October 23, 2017.
Following the Reverse Stock Split, stockholders holding certificated shares are required to exchange their stock certificates for new stock certificates representing the appropriate number of shares of the common stock resulting from the Reverse Stock Split and will be furnished the necessary materials and instructions for the surrender and exchange of share certificates at the appropriate time by our transfer agent. Stockholders will not have to pay any transfer fee or other fee in connection with such exchange.
Certain of the Company’s registered holders of the Company’s common stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action to receive whole shares reflecting the Reverse Stock Split, subject to adjustment for treatment of fractional shares.
The Company’s shares of common stock will continue to trade on the NYSE under the symbol “VNCE” but will trade under the new CUSIP number 92719W207. The Reverse Stock Split was intended to increase the market price per share of the Company’s common stock in order to comply with the NYSE’s continued listing standards relating to minimum price per share.
For all the terms and conditions of the Certificate of Amendment reference is hereby made to such certificate annexed hereto as Exhibit 3.1. All statements made herein concerning the Certificate of Amendment and the Information Statement are qualified by references to said documents.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 hereof is incorporated by reference into this item 5.03.
The Certificate of Amendment also decreased the number of authorized shares of common stock from two hundred fifty million (250,000,000) shares to one hundred million (100,000,000) shares.
Item 8.01 Other Events.
On October 24, 2017, the Company issued a press release announcing the effectiveness of the Reverse Stock Split. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
VINCE HOLDING CORP. ExhibitEX-3.1 2 vnce-ex31_166.htm EX-3.1 vnce-ex31_166.htm EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VINCE HOLDING CORP. (under Section 242 of the Delaware General Corporation Law) Pursuant to Section 242 of the General Corporation Law of the State of Delaware,…To view the full exhibit click here
About Vince Holding Corp. (NYSE:VNCE)
Vince Holding Corp. (Vince) is a contemporary fashion brand known for modern style and everyday luxury essentials. The Company offers a range of women’s and men’s apparel, women’s and men’s footwear, and handbags. It operates in two segments: wholesale and direct-to-consumer. Its wholesale segment consists of sales to department stores and specialty stores in the United States and in select international markets. Its direct-to-consumer segment includes its retail and outlet stores, and its e-commerce business. It operates approximately 50 stores, which consisted of over 30 Company-operated full-price retail stores and over 10 Company-operated outlet locations. The direct-to-consumer segment also includes its e-commerce Website, www.vince.com. It offers women’s line under the Vince brand, which includes seasonal collections of cashmere sweaters and silk blouses, leather and suede leggings and jackets, dresses, denim, pants, tanks and t-shirts, and an assortment of outerwear.