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CPICQ > SEC Filings for CPICQ > Form 8-K on 1-May-2013All Recent SEC Filings

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Form 8-K for CPI CORP


1-May-2013

Bankruptcy or Receivership, Change in Directors or Principal Officers, Other Events


ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP.

BANKRUPTCY

On May 1, 2013, CPI Corp., a Delaware corporation ("the Company"), filed for bankruptcy protection under the provisions of Chapter 7 of the United States Bankruptcy Code (the "Bankruptcy Filing") in the United States Bankruptcy Court for the Court of Delaware, Case Number 13-11158 (the "Bankruptcy Court"). In addition, certain of the Company's subsidiaries, Bella Pictures Holdings LLC, a Delaware limited liability company, Centrics Technology, Inc., a Delaware corporation, Consumer Programs Incorporated , a Missouri corporation, Consumer Programs Partner, Inc., a Delaware corporation, CPI Canadian Holdings, Inc., a Delaware corporation, CPI Images LLC, a Missouri corporation, CPI International Holdings, Inc., a Delaware corporation, CPI Prints Plus, Inc., a Delaware corporation, CPI Research & Development, Inc., a Delaware corporation, CPI Technology Corp., a Missouri corporation, Image Source, Inc., a Missouri corporation, Myportraits.com Inc., a Missouri corporation, Ridgedale Prints Plus, Inc., a Minnesota corporation, Sandy Realty Holding, LLC, a Missouri limited liability company, and Texas Portraits L.P., a Delaware limited partnership (collectively, the "Filing Subsidiaries"), were filed for bankruptcy protection under the provisions of Chapter 7 of the United States Bankruptcy Code (the "Bankruptcy Filing") in the Bankruptcy Court. Effective as of the date of the Bankruptcy Filing, the Bankruptcy Court assumed jurisdiction and control of the Company and the Filing Subsidiaries. The Bankruptcy Court will name a receiver, trustee, fiscal agent or similar officer at a later date. The Case Numbers for each of the filings is as follows:

Case Number Filing Entity

  13-11158    CPI Corp. (DE)
  13-11159    Bella Pictures Holdings LLC (DE)
  13-11160    Centrics Technology Inc. (DE)
  13-11161    Consumer Programs Incorporated (MO)
  13-11162    Consumer Programs Partner Inc. (DE)
  13-11163    CPI Canadian Holdings, Inc. (DE)
  13-11164    CPI Images LLC (MO)
  13-11165    CPI International Holdings, Inc. (DE)
  13-11166    CPI Prints Plus, Inc. (DE)
  13-11167    CPI Research & Development, Inc. (DE)
  13-11168    CPI Technology Corp. (MO)
  13-11169    Image Source, Inc. (MO)
  13-11171    Myportraits.com Inc. (MO)
  13-11172    Ridgedale Prints Plus, Inc. (MN)
  13-11173    Sandy Realty Holding, LLC (MO)
  13-11174    Texas Portraits L.P. (DE)

The assets of the Company and the Filing Subsidiaries will be liquidated in accordance with federal bankruptcy code.

As mentioned in a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2013, on April 15, 2013, three of the Company's Canadian subsidiaries, CPI Corp., an unlimited liability company organized under the laws of Nova Scotia, CPI Portrait Studios of Canada Corp., an unlimited liability company organized under the laws of Nova Scotia, and CPI Canadian Images, an Ontario partnership, were subject to an order by the Superior Court of Justice in the Province of Ontario pursuant to Section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, cB-3, as amended and Section 101 of the Courts of Justice Act, R.S.O. 1990, C.C.43, as amended, in which Duff & Phelps Canada Restructuring Inc. was appointed as receiver and receiver and manager without security of all of the assets, undertakings and properties of such Canadian subsidiaries, acquired for, or used in relation to a business carried on by such Canadian subsidiaries, including all proceeds thereof. The Court File No. is 13-10069-00CL.

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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

DEPARTURE OF DIRECTORS AND CERTAIN OFFICERS

(a) On May 1, 2013 effective upon the appointment of a trustee by the Bankruptcy Court, the employment of James Abel, Interim President and Chief Executive Officer and Jane Nelson, Secretary and General Counsel terminated. Following the first meeting of creditors, Dale Heins and Rose O'Brien will resign their positions as Treasurer and Assistant Treasurer, respectively.

(b) On May 1, 2013 effective upon the appointment of a trustee by the Bankruptcy Court, all of the directors of the Company (James Abel, David Meyer, Eric Salus, Michael Koeneke and Turner White) resigned as members of the Company's Board of Directors. The Company has no current members of the Board of Directors.



ITEM 8.01 OTHER EVENTS.

The Company has received notice from Computershare Trust Company N.A., the transfer agent for the Company, that Computershare Trust Company N.A. is terminating its appointment as transfer agent of the Company effective May 17, 2013.

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