Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

July 9, 2015

Date of Report (Date of Earliest Event Reported)




(Exact Name of Registrant as Specified in its Charter)




Delaware   1-35535   45-2164791
(State of Incorporation)   (Commission File Number)  

(IRS Employer

Identification Number)

10 Whatney

Irvine, California 92618

(Address of Principal Executive Offices) (Zip Code)

(949) 609-5599

(Registrant’s Telephone Number, Including Area Code)


(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:


¨ 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 1.01 Entry into a Material Definitive Agreement.

On July 9, 2015, World of Jeans & Tops, a California corporation and a wholly owned subsidiary of Tilly’s, Inc., a Delaware corporation (the “Company”), entered into Amendment No. 2 (the “Amendment”) to Amended and Restated Credit Agreement, dated as of May 3, 2012, with Wells Fargo Bank, National Association (as amended, the “Agreement”). The Amendment modifies the event of default under the Agreement with respect to a change in the composition of a majority of the Company’s board of directors (the “Company Board”) in any period of 12 consecutive months, to no longer exclude from the determination any individual whose nomination for or assumption of office as a member of the Company Board occurred as a result of a solicitation of proxies or consents that was not made by or on behalf of the Company Board.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.    Exhibit Description
10.1    Amendment No. 2 to Amended and Restated Credit Agreement, dated July 9, 2015, by and between World of Jeans & Tops and Wells Fargo Bank, National Association.


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.


Date: July 10, 2015 By: /s/ Christopher M. Lal
Name: Christopher M. Lal
Title: Vice President, General Counsel and Secretary