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 report): ~~February~~July 824, 2012

ROOMSTORE, INC.

(Exact name of registrant as specified in its charter)

Virginia	000-54019	54-1832498
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer ID #)
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. Employer ID #)

12501 Patterson Avenue

Richmond, Virginia 23238

(Address of principal executive offices)

(804) 784-7600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if change 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 2 1.03 ~~Creation~~Bankruptcy ofor aReceivorship ~~Direct Financial Obligation~~

As previously reported, ~~in the Current Report~~ on ~~Form~~December 12, ~~8-K~~2011, ~~filed by~~ RoomStore, Inc. (the “Company”) onfiled ~~December 16,~~a ~~2011,~~voluntary ~~pursuant~~petition tofor arelief under ~~hearing~~Chapter ~~held~~11 onof ~~December 13,~~the ~~2011,~~United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court ~~for~~of the Eastern District of Virginia (the “Bankruptcy Court”), (Case No. 11-37790-DOT) ~~entered~~(the an“Chapter ~~interim~~11 ~~order~~Case”). ~~on December~~On July 1420, ~~2011~~2012, ~~authorizing~~ the Company tofiled ~~execute~~a ~~all~~motion ~~documents~~in ~~necessary~~the toBankruptcy ~~obtain post-petition~~Court, ~~Debtor-in-Possession~~seeking ~~financing up~~ to aconvert ~~maximum~~the ~~amount~~Company’s ofChapter ~~$14~~11 ~~million,~~Case ~~subject~~ to (a~~) carve~~ ~~out~~Chapter ~~for~~7 ~~professional~~bankruptcy ~~fees in an amount increasing over time to $500~~case,~~000,~~ and ~~(b) certain~~asking ~~other borrowing restrictions (~~the ~~“DIP Facility”)~~court ~~from~~to ~~Wells~~immediately ~~Fargo~~appoint ~~Bank,~~a ~~National~~Chapter ~~Association~~7 ~~(“Wells Fargo”), the Company’s existing lender~~Trustee. On ~~December~~July 1524, ~~2011~~2012, the ~~Company executed a Ratification and Amendment Agreement (the “Ratification~~ ~~Agreement”)~~court togranted ~~obtain and secure~~ the ~~DIP Facility. Under the terms of the Ratification Agreement, Wells Fargo has the discretion to apply the~~ Company’s ~~post-petition~~motion ~~payments~~ and ~~proceeds~~thereafter ~~first~~Lynn toTavenner ~~amounts~~with ~~owed pre-petition to Wells Fargo before applying payments and proceeds against post-petition advances. At~~ the ~~time~~law offirm ~~the filing~~ of ~~the~~Tavenner & ~~Chapter 11 case~~Beran, ~~the~~PLC ~~Company~~was ~~owed~~appointed ~~Wells~~as ~~Fargo~~the ~~approximately~~Chapter ~~$5.~~7 ~~million.~~Trustee ~~The Bankruptcy Court entered a final order on January 5, 2012 (the “Final Order”) authorizing the DIP Facility. The Company paid financing fees of $150,000 on December 15, 2011~~ for the ~~DIP Facility~~Company.

~~On January~~Item ~~20, 2012, Wells Fargo assigned all of its interests and obligations under the loan agreements to Salus Capital Partners, LLC (“Salus”)~~2.01 ~~Subsequent~~Completion ~~to this assignment, the Company and Salus have agreed to revise certain terms~~ of ~~the~~Acquisition ~~DIP~~or ~~Facility~~Disposition (the revised DIP Facility hereinafter referred to as the “New DIP Facility”). The Bankruptcy Court approved these revisions by court order entered on February 8, 2012. The New DIP Facility increased the maximum amount of ~~the~~Assets facility to $15 million. The Company paid financing fees of $150,000 on February 8, 2012 for the New DIP Facility and, upon the assignment of the DIP Facility to Salus, received a waiver from Wells Fargo of an additional $130,000 fee due to Wells Fargo. The Company entered into the New DIP Facility because the borrowing base formula in the New DIP Facility provides substantial incremental liquidity, including (i) up to $3 million of borrowing availability in respect of certain pledged equity, and (ii) increased advance rates on eligible inventory and real estate. This financing should enable the Company to meet its post filing obligations in the ordinary course of business, fund its operations and pay for merchandise, and finance the costs associated with the Chapter 11 process.

~~Loans~~On ~~made~~June 26, ~~under~~2012, the ~~New~~Bankruptcy ~~DIP~~Court ~~Facility~~approved ~~bear~~an ~~interest~~order atallowing athe ~~rate~~Company ~~equal~~to enter into two agency agreements to 3sell its remaining operating assets.0% ~~plus~~The ~~the~~Company ~~highest~~entered ofinto an Agency Agreement (athe “Hilco Agency Agreement”) dated June 27, 2012 between the ~~federal~~Company ~~funds~~and ~~rate~~a ~~plus~~joint ~~0.5%~~venture comprised of Hilco Merchant Resources, ~~(b) three~~LLC, ~~month~~SB ~~LIBOR~~Capital ~~plus~~Group, 1LLC, Planned Furniture Promotions, Inc.0%, orand Tiger Capital Group, Inc. (ccollectively, the “Agent”) , pursuant to which Agent was given the JPright ~~Morgan~~to ~~Chase~~liquidate ~~Bank~~all ~~N.A.~~of the merchandise in twenty of the Company’s furniture retail stores (the “~~prime~~Hilco ~~rate~~Closed Stores”) asand ~~announced~~the Company’s distribution center located in Rocky Mount, North Carolina. In ~~from~~addition, ~~time~~the toCompany ~~time~~entered atinto ~~its~~an ~~principal~~Agency ~~office~~Agreement in(the ~~New~~“FAA ~~York~~Agency Agreement”) dated June 27, ~~New~~2012 ~~York.~~between ~~The~~the Company isand ~~required~~Furniture toAsset ~~pay~~Acquisition anLLC ~~unused~~(“FAA”) ~~line~~to ~~fee~~transfer ofto ~~0.75%~~FAA (i) ~~per~~all ~~annum,~~of ~~paid~~the ~~monthly~~inventory of the Company’s one store in ~~arrears~~Richmond, Virginia and ~~fees~~seven ofstores ~~3.0% per~~in ~~annum~~North onand South Carolina and the ~~stated~~going ~~amount~~out of ~~outstanding~~business ~~documentary letters~~rights ofin ~~credit~~North and ~~3.0% per~~South ~~annum~~Carolina, on (ii) the ~~principal~~lease ~~balance~~disposition rights of ~~outstanding~~the ~~letters~~Company’s ofone ~~credit.~~store Inin ~~addition~~Richmond, Virginia and in six stores in North and South Carolina (the ~~Company~~store in Myrtle Beach, South Carolina is ~~required~~excluded), subject to ~~pay~~FAA’s ~~collateral~~payment ~~monitoring~~of ~~fees~~all ofcure ~~$5,000~~amounts ~~per~~then ~~month~~owed, ~~fully~~(iii) the ~~earned~~rights ~~and~~to ~~payable~~the “RoomStore” name in ~~advance~~the ~~each~~greater Richmond, ~~month~~Virginia ~~that~~area ~~the New~~and ~~DIP~~in ~~Facility~~the isStates ~~outstanding.~~of ~~The~~North ~~interest~~and ~~rate~~South ~~applicable~~Carolina, toand ~~advances~~(iv) all ~~against~~of the ~~pledged~~customer ~~equity~~lists ~~components~~and ~~added~~other tocustomer data of the ~~borrowing~~Company’s ~~base~~customers isin ~~13.0%~~the ~~until~~greater 90Richmond, ~~days~~Virginia ~~after~~area ~~February 8,~~and ~~2012,~~in ~~subject~~the toStates ~~reduction~~of ~~thereafter~~North and South Carolina. ~~The~~Upon ~~New~~the ~~DIP~~consummation ~~Facility matures~~of onthe transactions set forth in agency agreements described above, the ~~earliest~~only toremaining ~~occur~~assets of the Company will be: (ai) ~~June 12~~its 65% interest in Mattress Discounters Group, ~~2013~~LLC, (bii) the ~~effective~~Rocky ~~date~~Mount, North Carolina distribution center property, and (iii) a 31% interest in Creative Distribution Services, LLC. Creative Distribution Services owns a retail location in Lanham, Maryland and a distribution center in Orangeburg, South Carolina.

ofGiven athat ~~plan of reorganization of~~ the Company, ~~(c) the~~has ~~consummation~~ceased ~~of a sale or sales of~~ all ~~or substantially all of the Company’s assets and properties or of all equity interests in the Company~~operations, ~~(d) the~~a ~~last~~Chapter ~~termination~~7 ~~date~~Trustee ~~set~~has ~~forth~~been ~~in the Final Order of the Bankruptcy Court~~appointed, and ~~(e) the~~there ~~payment~~are inno ~~full~~remaining ~~of all of the Company’s obligations under the New DIP Facility after notice by the Company to Salus of the~~officers ~~Company’s~~and ~~intent~~directors toas ~~terminate the New DIP Facility. Under the New DIP Facility, in the event that the Company has not, on or before the close~~ of ~~business on April~~July 1524, 2012, ~~repaid~~ the ~~New DIP Facility in full or filed a Chapter 11 plan in form and substance reasonably satisfactory to Salus, the~~ Company isdoes ~~required,~~not byanticipate ~~April 26,~~filing ~~2012,~~any tofurther ~~commence~~reports ~~the~~with ~~sale of all of its assets, other than leases and fixtures, and by May 11, 2012, commence an auction for~~ the ~~sale~~United ofStates ~~all~~Securities ~~of its leases~~ and ~~fixtures,~~Exchange ~~provided, however, that the Company can extend the term of the New DIP Facility if certain retail store leases are extended by the landlords of such leases~~Commission.

ToItem 5.02 ~~secure~~Departure ~~repayment~~ of ~~all~~Directors ~~pre-petition~~or ~~and~~Certain ~~post-petition~~Officers; ~~obligations,~~Election ~~Salus~~of ~~was~~Directors; ~~granted~~Appointment aof ~~first priority and perfected security interest~~Certain ~~and~~Officers; ~~lien~~Compensatory onArrangements ~~all assets~~ of ~~the~~Certain ~~Company,~~Officers ~~except for the Company’s real property located at 1008 Highway 501 in Myrtle Beach, South Carolina.~~

~~There~~Effective ~~can~~June 26, be2012, noSteven ~~assurance~~Giordano ~~that~~resigned ~~cash~~as President onand ~~hand,~~CEO ~~cash~~of ~~generated~~the ~~through operations~~Company, ~~cash~~and ~~generated~~also ~~through~~resigned ~~liquidation~~from ofthe ~~assets~~Board ~~and~~of ~~other~~Directors ~~available~~of ~~funds~~the ~~will~~Company. beEffective ~~sufficient~~June 27, to2012, ~~meet~~Ned ~~the Company~~Crosby’s ~~reorganization~~ oremployment ~~ongoing~~with ~~cash~~the ~~needs~~Company orended. ~~that~~Mr. Crosby was the ~~Company~~Chief ~~will~~Merchandising ~~remain~~Officer infor ~~compliance~~the ~~with~~Company. Effective ~~all~~July 11, ~~necessary~~2012, ~~terms~~Brian ~~and~~Bertonneau ~~conditions~~resigned ofas ~~the~~Senior ~~New~~VP, ~~DIP~~General ~~Facility~~Counsel orand ~~that~~Secretary of the ~~lending~~Company. ~~commitments~~Effective ~~under~~July 24, ~~the~~2012, ~~New~~all ~~DIP~~remaining ~~Facility~~officers ~~will~~and ~~not~~directors beof ~~terminated by~~ the ~~lenders~~Company resigned.

Item 7.01 Regulation FD Disclosure

On February 1, 2012, the Company filed its unaudited monthly operating report (the “Monthly Operating Report”) for the interim period from December 12, 2011 through December 31, 2011 with the Bankruptcy Court. A copy of the Monthly Operating Report is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information set forth in this Item 7.01 (including Exhibit 99.1 attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

Although the Company expects to file its Quarterly Report on Form 10-Q for the quarter ended November 30, 2011 in the near future, it has opted to include the Monthly Operating Report in this Current Report on Form 8-K to provide certain financial information to the public in the interim. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with reporting requirements of the Bankruptcy Court and the United States Bankruptcy Code, 11 U.S.C. Sections 101-1532. The financial information contained in the Monthly Operating Report is preliminary and unaudited and does not purport to show the Company’s financial statements in accordance with generally accepted accounting principles (“GAAP”) and, therefore, may exclude items required by GAAP. Among other items, the Monthly Operating Report specifically excludes any information relating to Mattress Discounters Group, LLC (“MDG”). The Company owns 65% of MDG, but MDG is not part of the Company’s Chapter 11 proceedings and is therefore excluded from the financial

information set forth in the Monthly Operating Report. The Monthly Operating Report also does not include footnotes that would ordinarily be contained in the financial statements in the Company’s quarterly and annual reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Monthly Operating Report contains information for periods that may be shorter or otherwise different from those contained in reports required pursuant to the Exchange Act. The financial information has not been reviewed or otherwise verified for accuracy or completeness by the Company’s independent registered public accountants, and there can be no assurance that the Monthly Operating Report is complete. The Company cautions readers not to place undue reliance on the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company, and which may be subject to revision. The Monthly Operating Report should not be used for investment purposes and the information in the Monthly Operating Report should not be viewed as indicative of future results.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Exhibits

ExhibitNo.		Description
10.1		Ratification Agreement, dated as of December 15, 2011, by and among Wells Fargo Bank, N.A., in its capacity as agent acting for and behalf of the financial institutions from time to time party to the Loan Agreement as lenders (the “Lenders”), the Lenders, RoomStore, Inc. and Mattress Discounters Group, Inc.
10.2		Third Amendment to Loan and Security Agreement and First Amendment to Ratification Agreement, dated as of February 6, 2012, by and among Salus Capital Partners, LLC (as assignee of Wells Fargo Bank, N.A.), in its capacity as agent acting for and behalf of the financial institutions from time to time party to the Loan Agreement as lenders (the “Lenders”), the Lenders, RoomStore, Inc. and Mattress Discounters Group, Inc.
99.1		Monthly Operating Report for the period from December 12, 2011 through December 31, 2011

This Current Report on Form 8-K and the exhibits filed herewith contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the Company’s beliefs concerning future business conditions, outlook based on currently available information and statements regarding the Company’s expectations concerning the bankruptcy process. The Company’s actual

results could differ materially from those anticipated in the forward-looking statements as a result of these risks and uncertainties. These risks and uncertainties, include, without limitation, (1) the ability of the Company to develop, pursue, confirm and consummate one or more plans of reorganization or liquidation with respect to the bankruptcy case; (2) the ability of the Company to obtain court approval of its motions in the bankruptcy case pursued by it from time to time; (3) risks associated with third parties seeking and obtaining Bankruptcy Court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans, or the appointment of a trustee or to convert the cases to Chapter 7 cases; (4) potential adverse developments with respect to the Company’s liquidity or results of operations; (5) the ability of the Company to fund and execute its business plan; (6) the ability of the Company to retain and compensate key executives and other key employees; and (7) any further deterioration in the macroeconomic environment or consumer confidence. Discussion of additional factors that could cause actual results to differ materially from management’s projections, forecasts, estimates and expectations is set forth under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended February 28, 2011, and in more recent filings made by the Company with the Securities and Exchange Commission. Each forward-looking statement, including, without limitation, financial guidance, speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RoomStore, Inc.	~~RoomStore, Inc.~~
February 16, 2012		By:	/s/ Lewis M. Brubaker, Jr.
July 24, 2012	By:	/s/ Lewis M. Brubaker
	Name:	~~Name:~~Lewis M. Brubaker	~~Lewis M. Brubaker, Jr.~~
	Title:	~~Title:~~Senior VP and CFO	~~Senior VP and Chief Financial Officer~~

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