Kirkland's Inc. COMMONSTOCK filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 23, 2024, the Board of Directors of Kirkland’s, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Charter (the “Charter Amendment”) reducing the number of authorized shares of common stock, no par value per share, from 100,000,000 to 80,000,000. The approval and adoption of the Charter Amendment is subject to the approval of the Charter Amendment by the shareholders of the Company at the Reconvened Special Meeting (as defined below). Upon approval at the Reconvened Special Meeting, the Charter Amendment will become effective upon the filing of Articles of Amendment to the Amended and Restated Charter of the Company with the State of Tennessee Secretary of State. This description of the Charter Amendment is qualified in its entirety by reference to the text of the Form of Articles of Amendment to the Amended and Restated Charter of the Company, filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
On December 23, 2024, the Company held a Special Meeting of Shareholders (the “Special Meeting”) that was convened and adjourned due to an absence of a quorum in accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”), without any business being conducted. The Special Meeting will be re-convened with respect to all proposals at 9:00 a.m. Central Time on Wednesday, February 5, 2025 (the “Reconvened Special Meeting”) at the Company’s corporate offices at 5310 Maryland Way, Brentwood, Tennessee 37027. The time and record date for determining shareholders eligible to vote at the Reconvened Special Meeting will remain the close of business on November 5, 2024.
In accordance with Section 6 of the Bylaws, at the Reconvened Special Meeting, if a majority of the Company’s outstanding common shares entitled to vote is not present, the chair of the meeting or the holders of a majority of the share present, in person or by proxy, may adjourn the meeting to another place, date or time by announcement to shareholders present in person at the meeting and no other notice of such place, date or time need be given.
The new proxy deadline date for the Reconvened Special Meeting is 11:59 p.m. Eastern Time on February 4, 2025 for shares held directly and by 11:59 p.m. Eastern Time on February 3, 2025 for shares held in a Plan. Proxies deposited to date will remain valid for the Reconvened Special Meeting. Any shareholders who have not already voted can also vote prior to the new proxy deadline date. Shareholders who have already duly submitted voting instructions for the Special Meeting do not need to take any further action unless they wish to change or revoke their vote.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “aim,” “believe,” “can,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “forecast,” “plan,” “possible,” “intend,” “target,” or the negative of these words or other similar expressions that concern the Company’s expectations, strategy, priorities, plans, or intentions. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, the Company’s ability to consummate the Transactions and satisfy applicable closing conditions, including the receipt of its shareholders’ approval of the Nasdaq Proposal. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties, including changes in the Company’s plans or assumptions, that could cause actual results to differ materially from those projected. These risks include the risk of the Company’s shareholders not approving the Transactions, the occurrence of any event, change or other circumstances that could result in the Subscription Agreement being terminated or the Transactions not being completed on the terms reflected in the Subscription Agreement, or at all, and uncertainties as to the timing of the consummation of the Transactions; the ability of each party to consummate the Transactions; risks related to optional conversion of the convertible note under the Beyond Term Loan; risks related to the Collaboration Agreement and the Trademark License Agreement; the effect of the announcement or pendency of the Transactions on the Company’s business relationships, operating results and business generally; risks related to the Special Meeting diverting management’s attention from the Company’s ongoing business operations; unexpected costs, charges or expenses resulting from the Transactions; potential litigation relating to the Transactions that could be instituted against Beyond, the Company or their affiliates’ respective directors, managers or officers, including the effects of any outcomes related thereto; continued availability of capital and financing; the ability to obtain the various synergies envisioned in the Collaboration Agreement; the ability of the Company to successfully open Bed Bath & Beyond stores; the ability of each company to successfully market their products to the other company’s customers and to implement its plans, forecasts and other expectations with respect to its business after the completion of the transaction and realize additional opportunities for growth and innovation; and other risks detailed in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2024 and subsequent filings. All information provided in this Current Report on Form 8-K is as of the date hereof, and the Company undertakes no duty to update this information unless required by law. These forward-looking statements should not be relied upon as representing the Company’s assessment as of any date subsequent to the date of this Current Report on Form 8-K.
Additional Information and Where to Find it
In connection with the Special Meeting to approve the Nasdaq Proposal, the Company filed a definitive proxy statement on Schedule 14A with the SEC on November 8, 2024. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, COMPANY SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS, THAT ARE FILED OR WILL BE FILED WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement was mailed or made available to shareholders of the Company on or about November 8, 2024. Shareholders will be able to obtain the documents (when they become available) free of charge at the SEC’s website, http://www.sec.gov. In addition, shareholders may obtain free copies of the documents (when they become available) on the Company’s website, https://ir.kirklands.com/ or by contacting Investor Relations by mail at Attn: Investor Relations, 5310 Maryland Way, Brentwood, TN 37027.
Participants in the Solicitation
The Company and certain of its directors, executive officers and other employees, under the SEC’s rules, may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in connection with the Special Meeting to approve the Nasdaq Proposal. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Transactions and their respective direct and indirect interests in the Transactions, by security holdings or otherwise, will be if any, is included in the definitive proxy statement and other materials to be filed with the SEC in connection with the Transactions (if and when they become available). Free copies of these documents may be obtained as described in the preceding paragraph.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Form of Articles of Amendment to the Amended and Restated Charter of Kirkland’s, Inc. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Kirkland’s Inc. |
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Date: |
December 23, 2024 |
By: |
/s/ Carter R. Todd |
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Name: Carter R. Todd |