cbk_Current folio_10K_Amendment (2016)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-K/A
(Amendment No. 1)

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 30, 2016 

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period from  to

 

Commission File No. 001-31390

 

CHRISTOPHER & BANKS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

 

06 - 1195422

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

2400 Xenium Lane North, Plymouth, Minnesota

 

55441

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (763) 551-5000

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of each class

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

  YES   NO

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YES    NO

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES    NO

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES    NO

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

Large accelerated filer 

 

Accelerated filer  

 

 

 

Non-accelerated filer 

 

Smaller reporting company 

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    YES    NO

 

The aggregate market value of the Common Stock, par value $0.01 per share, held by non-affiliates of the registrant as of July 31, 2015, was approximately $117.3 million based on the closing price of such stock as quoted on the New York Stock Exchange ($3.23) on such date.

 

The number of shares outstanding of the registrant’s Common Stock, par value $0.01 per share, was 37.1 million as of March 11, 2016 (excluding treasury shares of 9.8 million).

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held (the “Proxy Statement”) are incorporated by reference into Part III.

 

 

 


 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to our Annual Report on Form 10-K for the fiscal year ended January 30, 2016, initially filed with the Securities and Exchange Commission on March 18, 2016 (the “Original Filing”), is being filed to replace the following exhibit from the Original Filing:

 

24.1Powers of Attorney

 

The attached Exhibit 24.1 was signed prior to the date of the Original filing. Except for the foregoing amended information and the exhibits listed below, this Form 10-K/A does not amend or update any other information contained in the Original Filing.

 

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

The following exhibits are filed as part of this Report:

 

(3)Exhibits:

 

 

 

 

24.1

 

Powers of Attorney

31.1

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

 

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

Date: March 22, 2016

CHRISTOPHER & BANKS CORPORATION

 

 

 

 

By:

/s/ Peter G. Michielutti

 

 

 

Peter G. Michielutti

 

 

 

Executive Vice President, Chief Operating Officer

 

 

 

and Chief Financial Officer

 

 

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on March 22, 2016.

 

 

CHRISTOPHER & BANKS CORPORATION

 

 

 

 

By:

/s/ LuAnn Via

 

 

 

LuAnn Via

 

 

 

President, Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ LuAnn Via

 

President, Chief Executive Officer and Director

 

March 22, 2016

LuAnn Via

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Peter G. Michielutti

 

Executive Vice President, Chief Operating

 

March 22, 2016

Peter G. Michielutti

 

Officer and Chief Financial Officer

 

 

 

 

(Principal Financial Officer and

 

 

 

 

Principal Accounting Officer)

 

 

 

 

 

 

 

*

 

Director and Board Chair

 

 

Lisa W. Wardell

 

 

 

 

 

 

 

 

 

*

 

Director

 

 

Mark A. Cohn

 

 

 

 

 

 

 

 

 

*

 

Director

 

 

Edwin J. Holman

 

 

 

 

 

 

 

 

 

*

 

Director

 

 

Anne L. Jones

 

 

 

 

 

 

 

 

 

*

 

Director

 

 

David A. Levin

 

 

 

 

 

 

 

 

 

*

 

Director

 

 

William F. Sharpe, III

 

 

 

 

 

 

 

 

 

*

 

Director

 

 

Paul L. Snyder

 

 

 

 

 

 

 

 

 

*

 

Director

 

 

Patricia A. Stensrud

 

 

 

 

 

 

 

 

 

*By:

/s/ Peter G. Michielutti

 

 

 

 

 

Peter G. Michielutti

 

 

 

 

 

Attorney-in-Fact pursuant to Powers of Attorney filed herewith

 

 

 

 

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