10-K/A


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 


 
FORM 10-K/A
(Amendment No. 1)
 
(Mark One)
 
ý                   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 2, 2013
 
or
 
o                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the period from to
 
Commission File No. 001-31390
 
CHRISTOPHER & BANKS CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 
06 - 1195422
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
2400 Xenium Lane North, Plymouth, Minnesota
 
55441
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code (763) 551-5000
 

 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
New York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act:  None
 

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 
o  YES  ý  NO
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  o  YES  ý  NO
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ý  YES  o  NO
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ý  YES  o  NO
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
 



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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  o
 
Accelerated filer  x
 
 
 
Non-accelerated filer  o
 
Smaller reporting company  o
(Do not check if a smaller reporting company)
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  o  YES  ý  NO
 
The aggregate market value of the Common Stock, par value $0.01 per share, held by non-affiliates of the registrant as of July 28, 2012, was approximately $75,320,929 based on the closing price of such stock as quoted on the New York Stock Exchange ($2.10) on such date.
 
The number of shares outstanding of the registrant’s Common Stock, par value $0.01 per share, was 36,961,735 as of March 1, 2013 (excluding treasury shares of 9,790,718).
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held June 27, 2013 (the “Proxy Statement”) are incorporated by reference into Part III.








































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EXPLANATORY NOTE
 
This Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to our Annual Report on Form 10-K for the fiscal year ended February 2, 2013, initially filed with the Securities and Exchange Commission on March 25, 2013 (the “Original Filing”), is being filed to correct a typographical error in Exhibit 23.1, Consent of Independent Public Accounting Firm, to correct the date of the report of our Independent Public Accounting Firm referenced in the exhibit, from March 22, 2013 to March 25, 2013.

Except for the foregoing amended information, this Form 10-K/A does not amend or update any other information contained in the Original Filing.


















































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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
The following documents are filed as a part of this Report: 


(3)                 Exhibits:

23.1*
Consent of KPMG LLP
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*   Filed herewith









































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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 26, 2013.
 
 
CHRISTOPHER & BANKS CORPORATION
 
 
 
 
By:
/s/ Peter G. Michielutti
 
 
 
 Peter G. Michielutti
 
 
 
 Senior Vice President,
Chief Financial Officer














































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