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): December 10, 2012
| TILE SHOP HOLDINGS, INC. |
| (Exact name of registrant as specified in its charter) |
Delaware |
001-35629 |
45-5538095 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 14000 Carlson Parkway, Plymouth, Minnesota 55441 |
| (Address of principal executive offices, including ZIP code) |
| (763) 852-2901 |
| (Registrant’s telephone number, including area code) |
_______________________
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 C.F.R. §230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §230.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §13e-4(c)) |
Item 8.01 Other Events.
On December 10, 2012, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing that certain of its stockholders (the “Selling Stockholders”) had commenced an underwritten public offering of 4,000,000 shares of the Company’s common stock. The Selling Stockholders will grant underwriters for the offering a 30-day option to purchase up to an additional 600,000 shares of common stock on the same terms and conditions to cover any over-allotments.
Citigroup Global Markets Inc. and Robert W. Baird & Co. Incorporated will act as joint book-running managers and representatives of the underwriters for the offering by the Selling Stockholders. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. These forward-looking statements include any statements regarding the Company’s strategic and operational plans. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. The Company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances.
Item 9.01 Exhibits
99.1 Press Release of Tile Shop Holdings, Inc., dated December 10, 2012
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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 on December 10, 2012.
| TILE SHOP HOLDINGS, INC. | ||
| By: | /s/ Timothy C. Clayton | |
| Name: | Timothy C. Clayton | |
| Title: | Chief Financial Officer | |
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FOR IMMEDIATE RELEASE
Tile SHOP Announces Offering of Common Stock by Selling Stockholders
Plymouth, Minnesota – December 10, 2012 – Tile Shop Holdings, Inc. (NASDAQ: TTS) (the “Company”), a specialty retailer of manufactured and natural stone tiles, setting and maintenance materials, and related accessories, today announced that certain of its stockholders (the “Selling Stockholders”) have commenced an underwritten public offering of 4,000,000 shares of the Company’s common stock. The Selling Stockholders will grant the underwriters for the offering a 30-day option to purchase up to an additional 600,000 shares of common stock on the same terms and conditions to cover any over-allotments.
The Company will not sell any shares of common stock in the proposed offering. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Citigroup and Robert W. Baird & Co. Incorporated will serve as joint book-running managers and representatives of the underwriters for the offering. Telsey Advisory Group LLC, Wedbush Securities Inc., Houlihan Lokey Capital, Inc., and Sidoti & Company, LLC will serve as co-managing underwriters for the offering.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission (the “SEC”) but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Before you invest, you should read the prospectus in the registration statement (as may be amended) and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting the SEC’s web site at: www.sec.gov. Alternatively, copies of the preliminary and final prospectuses relating to the offering, when available, may be obtained from:
| Citigroup Global Markets Inc. | Robert W. Baird & Co. Incorporated | ||
| Attention: | Attention: c/o Syndicate Department | ||
| c/o Broadridge Financial Solutions | 777 E. Wisconsin Avenue | ||
| 1155 Long Island Avenue | Milwaukee, WI 53202 | ||
| Edgewood, NY 11717 | Phone: (800) 792-2473 | ||
| Phone: (800) 831-9146 | syndicate@rwbaird.com |
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful. The offering of these securities will be made only by means of a prospectus.
About Tile Shop Holdings and The Tile Shop
Tile Shop Holdings is the parent company of The Tile Shop. Tile Shop Holdings’ common stock is listed on the NASDAQ Global Market under the ticker symbol “TTS” and its warrants trade on the OTCBB under the symbol “TTSAW.”
The Tile Shop is a specialty retailer of manufactured and natural stone tiles, setting and maintenance materials, and related accessories in the United States. The Tile Shop offers a wide selection of products, attractive prices, and exceptional customer service in an extensive showroom setting. The Tile Shop operates 64 stores in 21 states, with an average size of 23,000 square feet.
Forward Looking Statements
This press release includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward looking statements include any statements regarding the Company’s strategic and operational plans. Forward looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward looking statements. The Company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances. Investors are referred to the most recent reports filed with the SEC by the Company.
Contact:
Investors and Media: Brad Cohen: 763-852-2988 investorrelations@tileshop.com