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): February 20, 2020
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 001-35720 | | 45-3052669 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
|
15 Koch Road, Suite K, Corte Madera, California 94925 |
(Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (415) 924-1005
N/A
(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 (see General Instruction A.2. below):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading symbol | | Name of each exchange on which registered |
Common Stock, $0.0001 par value | | RH | | New York Stock Exchange |
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. ☐
On February 20, 2020, RH (the “Company”) provided notice (the “Notice”) pursuant to the indenture (the “Indenture”), dated as of June 23, 2015, by and among the Company, Restoration Hardware, Inc. and U.S. Bank National Association (the “Trustee”), which governs the Company’s 0.00% Convertible Senior Notes due 2020 (the “2020 Notes”), that its 2020 Notes, as described further in the Notice, have become convertible pursuant to the terms of the Indenture. Pursuant to the terms of the Indenture, the 2020 Notes will remain convertible until 5:00 pm (EDT) on July 13, 2020. A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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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| | | | RH |
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Dated: February 20, 2020 | | | | By: | | /s/ Jack Preston |
| | | | | | Jack Preston |
| | | | | | Chief Financial Officer |
