Current Report


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 5, 2017

 

 

G-Estate Liquidation Stores, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34842   26-3171987

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(IRS Employer

Identification No.)

1926 South 67th Street

Omaha, Nebraska 68106

(Address of principal executive offices, zip code)

(402) 691-4000

(Registrant’s telephone number, including area code)

GORDMANS STORES, INC.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective May 5, 2017, Gordmans Stores, Inc. (the “Company”) changed its name to G-Estate Liquidation Stores, Inc. To effect its name change, the Company filed an amendment to its certification of incorporation to change its name effective May 5, 2017 (“Certificate of Amendment”).

In addition, effective May 5, 2017, the Company amended its bylaws to reflect the name change to G-Estate Liquidation Stores, Inc. (“Amended Bylaws”).

The name change does not affect the rights of the Company’s security holders. There were no other changes to the Company’s certificate of incorporation or bylaws in connection with the name change.

A copy of the Certificate of Amendment effecting the name change, as filed with the Delaware Secretary of State on May 5, 2017, is filed as Exhibit 3.1 hereto and is incorporated reference herein. A copy of the Amended Bylaws is filed as Exhibit 3.2 hereto and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit
Number

  

Description

3.1    Certificate of Amendment to Certificate of Incorporation, effective May 5, 2017
3.2    Amended Bylaws, effective May 5, 2017


SIGNATURE

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.

 

    G-ESTATE LIQUIDATION STORES, INC.
Date: May 11, 2017     By:   /s/ James B. Brown
    Name:   James B. Brown
    Title:   Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary


EXHIBIT INDEX

 

Exhibit
Number

  

Description

3.1    Certificate of Amendment to Certificate of Incorporation, effective May 5, 2017
3.2    Amended Bylaws, effective May 5, 2017

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

GORDMANS STORES, INC.

* * * * *

Adopted in accordance with the provisions

of §242 and/or §303 of the General Corporation Law

of the State of Delaware

* * * * *

James B. Brown, being the Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of Gordmans Stores, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Corporation ”), does hereby certify as follows:

FIRST: That the Amended and Restated Certificate of Incorporation of the Corporation be, and hereby is, amended by deleting Article One in its entirety and substituting in lieu thereof a new Article One to read as follows:

ARTICLE ONE

The name of the Corporation is G-Estate Liquidation Stores, Inc. (the “ Corporation ”).

SECOND: That the foregoing amendment has been approved by the Board of Directors of the Corporation pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware and/or authorized by an order of the United States Bankruptcy Court pursuant to the provisions of Section 303 of the General Corporation Law of the State of Delaware.

* * * * *


IN WITNESS WHEREOF, the undersigned does hereby certify under penalties of perjury that this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation is the act and deed of the undersigned and the facts stated herein are true and accordingly has hereunto set his hand this 5th day of May, 2017.

 

GORDMANS STORES, INC., a Delaware

corporation

By:   /s/ James B. Brown
Name:   James B. Brown
Title:   Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

Exhibit 3.2

FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS OF

GORDMANS STORES, INC.

The following amendment to the Amended and Restated Bylaws (the “Bylaws”) of Gordmans Stores, Inc. (the “Company”) has been adopted in accordance with the Bylaws and is set forth below:

 

  1. The heading of the Bylaws is replaced in its entirety with the following:

AMENDED AND RESTATED BYLAWS

OF

G-ESTATE LIQUIDATION STORES, INC.”

 

  2. Section 1 of Article 1 is replaced in its entirety with the following:

Section 1. Offices . G-Estate Liquidation Stores, Inc. (the “ Corporation ”) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the “ Board of Directors ”) may from time to time determine or the business of the Corporation may require.

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