RH — Capital/Financing Update 2013

May 24, 2013

8-K 1 d544419d8k.htm FORM 8-K Form 8-K

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 20, 2013

RESTORATION HARDWARE HOLDINGS, INC.

(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 J, 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))

Item 8.01. Other Items.

On May 20, 2013, Restoration Hardware Holdings, Inc. (the “Company”) completed a public follow-on offering of 9,974,985 shares of its common stock (the “Offering”). All of the shares sold in the offering were sold by existing stockholders of the Company. Home Holdings, LLC (“Home Holdings”), which prior to the closing of the Offering owned in excess of 50% of the outstanding shares of the Company’s common stock, sold shares in the Offering and no longer owns in excess of 50% of the outstanding shares of the Company’s common stock. As a result of the completion of the Offering, the Company is no longer a “controlled company” as defined in Section 303A of the New York Stock Exchange listing rules.

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.

/s/ Edward Lee
Edward Lee
Vice President and Deputy General Counsel