Ascena Retail Group, Inc.
Extract: Charter Amendment (Plain English Desc) from a 8-K on 12/19/2019   Download
SEC Document
SEC Filing
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.

Pursuant 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.