Document


Registration No. 333-
As filed with the Securities and Exchange Commission on August 3, 2018

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM S‑8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
CHRISTOPHER & BANKS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 
(State or other jurisdiction
of incorporation or organization)
 
 
 
06-1195422 
(I.R.S. Employer
Identification No.)
2400 Xenium Lane North
Plymouth, Minnesota 55441

(Address of principal executive offices,
including zip code)

Christopher & Banks 2018 Stock Incentive Plan
(Full title of the plan)
Luke R. Komarek, Esq.
Senior Vice President, General Counsel and Corporate Secretary
Christopher & Banks Corporation
2400 Xenium Lane North
Plymouth, Minnesota 55441
(763) 551-5000
(Name, address and telephone number,
including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer  ☐
 
 
Non-accelerated filer  ☒ (Do not check if a smaller reporting company)
Smaller reporting company  ☐
 
 
 
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 7(a)(2)(B) of the Securities Act. ☐





CALCULATION OF REGISTRATION FEE
Title of securities to be registered
 
Amount to be registered(1)
 
Proposed maximum offering price per share(2)
 
Proposed maximum aggregate offering price(2)
 
Amount of registration fee
Common stock, par value $0.01 per share
 
3,000,000
 

$0.97

 

$2,910,000

 
$
362.29


(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of shares of common stock, par value $0.01 per share (the “Common Stock”), of Christopher & Banks Corporation (the “Company” or “Registrant”) that may be issuable as a result of a stock split, stock dividend or similar transactions under the Christopher & Banks Corporation 2018 Stock Incentive Plan (the “2018 SIP”). The shares being registered hereby consist of 3,000,000 shares to be offered under the 2018 SIP.
(2)
Estimated solely for the purpose of calculating the registration fee, based, in accordance with Rule 457(c) and Rule 457(h) of the Securities Act, on the average of the high and low prices for the Common Stock as quoted on the New York Stock Exchange on August 2, 2018.







EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register 3,000,000 shares of common stock of Christopher & Banks Corporation (the “Company”) that may be offered or sold pursuant to the 2018 SIP. An aggregate of up to 3,664,774 shares of the Company’s common stock subject to any award outstanding under the Christopher & Banks Corporation 2014 Stock Incentive Plan, as amended from time to time, that, after June 13, 2018, are not purchased, are forfeited or are reacquired by the Company are also available under the 2018 SIP and were previously registered on July 21, 2014 (Registration No. 333-197543).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.    Plan Information.
See Item 2 below.
Item 2.    Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in Part I of this Registration Statement on Form S-8 will be sent or given to participants in the 2018 SIP as specified by Rule 428(b)(1) under the Securities Act.  Such documents are not required to be, and are not being, filed with the Securities and Exchange Commission (the “SEC”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.  Such documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement on Form S-8, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.  We will provide without charge to any person, upon written or oral request of such person, a copy of each document incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in the Prospectus as set forth in Form S-8), other than exhibits to such documents that are not specifically incorporated by reference, the other documents required to be delivered pursuant to Rule 428(b) under the Securities Act and additional information about the 2018 SIP. Requests should be directed to the Corporate Secretary of Christopher & Banks Corporation, 2400 Xenium Lane North, Plymouth, Minnesota 55441, telephone number (763) 551-5000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference.
The following documents, which have been filed with the SEC by Christopher & Banks Corporation (“we,” “us,” “our” or “Christopher & Banks”), are incorporated by reference into this Registration Statement:
(a)    Our Annual Report on Form 10-K for the fiscal year ended February 3, 2018;
(b)    Our Quarterly Report on Form 10-Q for the quarter ended May 5, 2018;
(c)    Our Current Reports on Form 8-K filed but not furnished with the SEC after March 9, 2018; and
(d)    The description of our Common Stock contained in any registration statement or report filed by us under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

II-1



All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of the filing of such documents.
Item 4.    Description of Securities.
Not applicable.
Item 5.    Interests of Named Experts and Counsel.
Not applicable.
Item 6.    Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as amended, provides that, under certain circumstances, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at its request in such capacity in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
The Eighth Article of our Restated Certificate of Incorporation provides that a director will not be liable to Christopher & Banks or its stockholders for monetary damages for a breach of a fiduciary duty as a director, except for liability: (1) for any breach of the director’s duty of loyalty to Christopher & Banks or its stockholders, (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the Delaware General Corporation Law, as amended (the “DGCL”), which makes directors personally liable for unlawful payment of dividends or unlawful stock repurchases or redemptions, or (4) for any transaction from which the directors derived an improper personal benefit.
The Ninth Article of our Restated Certificate of Incorporation provides that our officers and directors will be indemnified to the full extent permitted by Section 145 of the DGCL, and Article V, Section 2 of our Seventh Amended and Restated By-Laws, as amended, provides that our officers and directors will be indemnified to the full extent permitted by law.
We maintain directors’ and officers’ liability insurance which covers certain liabilities and expenses of our directors and officers and covers Christopher & Banks for reimbursement of payments to directors and officers in respect of such liabilities and expenses.
We enter into indemnification agreements with each of our directors and certain of our officers. The indemnification agreements provide that we shall, subject to certain exceptions, indemnify and pay or advance the costs of defense of a director or officer who is made or threatened to be made a party to a proceeding by reason of their former or present official capacities with Christopher & Banks or our subsidiaries.

II-2



Item 7.    Exemption from Registration Claimed.
Item 8.    Exhibits.
Exhibit No.
Description
4.1
Form of certificate for shares of common stock of Christopher & Banks Corporation (incorporated herein by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q for the fiscal quarter ended August 28, 2010 filed October 7, 2010).
4.2
Christopher & Banks Corporation 2018 Stock Incentive Plan, effective as of June 13, 2018 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 18, 2018).
5.1
23.1
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).*
23.2
23.3
24.1
___________
*Filed herewith.

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Item 9.    Undertakings.
(a)    The undersigned registrant hereby undertakes:
(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii)    To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)    The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


II-4



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plymouth, State of Minnesota, on the 3rd day of August, 2018.
CHRISTOPHER & BANKS CORPORATION
 
 
By:
/s/ Luke R. Komarek
 
Luke R. Komarek
 
Senior Vice President, General Counsel
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed as of this 3rd day of August, 2018.
Signature
 
Title
*
 
 
Keri L. Jones
 
President, Chief Executive Officer and Director
(Principal Executive Officer)
*
 
 
Richard Bundy
 
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
*
 
 
Marc A. Ungerman
 
Vice President, Controller
(Principal Accounting Officer)
*
 
 
Kent Kleeberger
 
Non-Executive Chair and Director
*
 
 
Jonathan Duskin
 
Director
*
 
 
Seth Johnson
 
Director
*
 
 
William F. Sharpe, III
 
Director
*
 
 
Joel N. Waller
 
Director
*
 
 
Laura Weil
 
Director
 
 
 
*By: /s/ Luke R. Komarek
Luke R. Komarek
Attorney-in-Fact


Exhibit


Exhibit 5.1
[Dorsey & Whitney LLP Letterhead]

August 3, 2018
Christopher & Banks Corporation
2400 Xenium Lane North
Plymouth, Minnesota 55441

Re:    Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as external legal counsel to Christopher & Banks Corporation, a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) relating to the registration of the offer and sale by the Company of up to 3,000,000 shares of common stock, $0.01 par value per share, of the Company (the “Shares”) issuable to the employees or officers of the Company and its affiliates pursuant to the Christopher & Banks Corporation 2018 Stock Incentive Plan, effective as of June 13, 2018 (the “2018 SIP”).
We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares when issued and delivered in accordance with the terms of the 2018 SIP, and any relevant agreements thereunder, will be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the Delaware General Corporation Law.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,
/s/    Dorsey & Whitney LLP
JBA/TSH




Exhibit


Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Christopher & Banks Corporation:

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 9, 2018, relating to the consolidated financial statements of Christopher & Banks Corporation and subsidiaries, and the effectiveness of Christopher & Banks Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Christopher & Banks Corporation for the year ended February 3, 2018.

/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
August 3, 2018



Exhibit


Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Christopher & Banks Corporation:

We consent to the use of our report dated March 16, 2017, with respect to the consolidated balance sheet of Christopher & Banks Corporation and subsidiaries as of January 28, 2017, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the fiscal years in the two-year period ended January 28, 2017, which report appears in the February 3, 2018 annual report on Form 10-K of Christopher & Banks Corporation.
/s/ KPMG LLP
Minneapolis, Minnesota
August 3, 2018



Exhibit


Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Keri L. Jones, Marc A. Ungerman and Luke R. Komarek, and each of them, as the undersigned’s true and lawful attorneys-in-fact and agents, each acting alone, with the powers of substitution and revocation, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8, and any and all amendments (including post-effective amendments) thereto, relating to the issuance of shares of common stock of Christopher & Banks Corporation pursuant to Christopher & Banks Corporation 2018 Stock Incentive Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with such state commissions and other agencies as necessary, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of this by the following persons in the capacities indicated below and on the dates indicated.

Signature
 
Title
Date
/s/ Keri L. Jones
 
President, Chief Executive Officer and Director
(Principal Executive Officer)
June 22, 2018
Keri L. Jones
 
 
 
 
 
/s/ Richard Bundy
 
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
July 10, 2018
Richard Bundy
 
 
 
 
 
 
 
/s/ Marc A. Ungerman
 
Vice President, Controller
(Principal Accounting Officer)
June 22, 2018
Marc A. Ungerman
 
 
 
 
 
/s/ Kent Kleeberger
 
Non-Executive Chair and Director
July 10, 2018
Kent Kleeberger
 
 
 
 
 
 
 
/s/ Jonathan Duskin
 
Director
June 28, 2018
Jonathan Duskin
 
 
 
 
 
 
 
/s/ Seth Johnson
 
Director
June 30, 2018
Seth Johnson
 
 
 
 
 
 
 
/s/ William F. Sharpe, III
 
Director
July 2, 2018
William F. Sharpe, III
 
 
 
 
 
 
 
/s/ Joel N. Waller
 
Director
June 26, 2018
Joel N. Waller
 
 
 
 
 
 
 
/s/ Laura Weil
 
Director
June 28, 2018
Laura Weil