UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF ~~THE~~

THE SECURITIES EXCHANGE ACT OF 1934

Date of ~~report~~Report (Date of earliest event reported): ~~April~~May 1310, 2017 (~~April~~May 125, 2017)

HANCOCK FABRICS, INC.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	1-9482	64-0740905
(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

P.O. Box 4440

Tupelo, Mississippi 38803

(Address of Principal Executive Offices)

(662) 365-6000

(Registrant’s telephone number, including area code)

Not Applicable

(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 (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~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2~~.02 Results~~ of ~~Operations~~the ~~and~~Securities ~~Financial~~Exchange ~~Condition.~~Act of 1934.

~~The~~Emerging ~~information~~growth ~~disclosed under Item 8.01 of this report under —Monthly Operating Report and —Cautionary Note Regarding Monthly Operating Report is incorporated herein by reference.~~ 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 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

~~Monthly~~As ~~Operating~~previously ~~Report~~disclosed, on February 2, 2016, Hancock Fabrics, Inc. (the “Company”) and all of Hancock’s direct and indirect subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The chapter 11 cases (the “Chapter 11 Cases”) are being jointly administered under the caption “In re Hancock Fabrics, Inc., et al.” Case No. 16-10296.

AsOn ~~previously~~May ~~disclosed~~5, on2017, ~~February~~the 2,Company ~~2016~~filed ~~(the~~a ~~“Petition~~proposed ~~Date”),~~Joint ~~Hancock~~Chapter ~~Fabrics,~~11 ~~Inc.~~Plan of Liquidation (the “~~Hancock~~Liquidation Plan”) ~~and~~with ~~all~~the ofBankruptcy ~~Hancock’s~~Court ~~direct~~in ~~and~~the ~~indirect~~Chapter ~~subsidiaries~~11 ~~(collectively~~Cases. ~~with~~Also ~~Hancock~~on May 5, 2017, the ~~“Debtors”)~~Company filed ~~voluntary~~with ~~petitions~~the ~~for~~Bankruptcy ~~relief~~Court ~~under~~a ~~chapter~~disclosure 11statement ofrelating ~~title~~to 11the ofLiquidation Plan (the ~~United~~“Disclosure ~~States~~Statement”), ~~Code~~which indescribes the ~~United~~Liquidation ~~States~~Plan ~~Bankruptcy~~and ~~Court for~~ the ~~District~~solicitation of ~~Delaware~~votes (to approve the ~~“Bankruptcy~~same ~~Court”,~~from ~~and~~certain of the ~~filings~~Debtors’ ~~therein,~~creditors with respect to the “Chapter 11 ~~Filings”)~~Cases. The ~~chapter~~Liquidation 11Plan ~~cases~~is ~~(the~~subject ~~“Chapter~~to, 11among ~~Cases”)~~other ~~are~~matters, ~~being~~approval ~~jointly~~by ~~administered~~certain ~~under~~of the ~~caption~~Debtors’ ~~“In~~creditors reand ~~Hancock~~confirmation ~~Fabrics,~~by ~~Inc.,~~the etBankruptcy alCourt.” ~~Case No. 16-10296.~~

~~During~~Copies of the ~~pendency~~Liquidation ofPlan and the ~~Chapter~~Disclosure 11Statement ~~Cases,~~are ~~Hancock~~attached ~~has~~hereto ~~adopted~~as aExhibits ~~modified~~10.1 ~~reporting~~and ~~program~~10.2, ~~with~~respectively, ~~respect~~and toare ~~its~~herein ~~reporting~~incorporated ~~obligations~~by ~~under~~reference ~~federal~~in ~~securities~~their ~~laws~~entirety. InCopies ~~lieu~~ of ~~filing~~the ~~annual~~Liquidation ~~reports~~Plan onand ~~Form~~the ~~10-K~~Disclosure ~~and~~Statement ~~quarterly~~are ~~reports~~also onpublicly ~~Form~~available ~~10-Q,~~on ~~each~~the ~~month~~Internet ~~Hancock~~and ~~will~~may ~~file~~be ~~with~~accessed ~~the~~at ~~Securities~~http://pacer.psc.uscourts.gov ~~and~~or ~~Exchange~~www.kccllc.net/hancockfabrics. ~~Commission~~The aforegoing ~~current~~description ~~report~~of onthe ~~Form~~Liquidation ~~8-K~~Plan ~~that~~and ~~will~~the ~~have~~Disclosure ~~attached~~Statement tois itqualified ~~the~~in ~~monthly~~its ~~financial~~entirety ~~report~~by ~~required~~reference to bethe ~~filed~~Liquidation ~~with~~Plan and the ~~Bankruptcy~~Disclosure ~~Court~~Statement.

OnThe ~~April~~Disclosure 12Statement was approved by the Bankruptcy Court on May 5, 2017,. ~~the~~A ~~Debtors~~copy ~~filed~~of ~~their~~the ~~monthly~~Order ~~operating~~of ~~report~~the ~~for~~Bankruptcy Court approving the ~~period~~Disclosure ~~beginning~~Statement ~~February~~is ~~26,~~attached ~~2017~~hereto as Exhibit 10.3 and ~~ending~~is ~~April~~herein 1,incorporated ~~2017~~by ~~(the~~reference ~~“Monthly~~in ~~Operating~~its ~~Report”)~~entirety. ~~with~~The Liquidation Plan has not been approved by the Bankruptcy Court. The ~~Monthly~~hearing ~~Operating~~at ~~Report~~which the Company will seek Bankruptcy Court approval of the Liquidation Plan is ~~attached~~set ~~hereto~~for June 12, 2017, as described further in Exhibit 9910.13 hereof. The Disclosure Statement and isthe ~~incorporated~~Liquidation Plan remain subject to change, are described herein and attached hereto for informational purposes only, and should not be relied upon by ~~reference~~any party. This Current Report on Form 8-K is not a solicitation to accept or reject the proposed Liquidation Plan. Any such solicitation will be made pursuant to and in accordance with the Disclosure Statement and applicable law, including orders of the Bankruptcy Court.

~~Cautionary~~Item ~~Note~~9.01 Financial ~~Regarding~~Statements ~~Monthly~~and ~~Operating Report~~Exhibits.

Hancock cautions investors and potential investors not to place undue reliance upon the information contained in 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 Hancock. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Chapter 11 Cases. Hancock is not required to publicly update the Monthly Operating Report to reflect more current facts or estimates or the occurrence of future events, including if the facts, estimates and assumptions upon which the Monthly Operating Report is based are erroneous. The Monthly Operating Report was not audited or reviewed by independent public accountants, does not contain all of the information and footnotes required by generally accepted accounting principles in the United States, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in Hancock’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in Hancock’s reports pursuant to the Securities Exchange Act of 1934 (~~the “Exchange Act”~~d), and such information might not be indicative of Hancock’s financial condition or operating results for the period that would be reflected in Hancock’s financial statements or in its reports pursuant to the Exchange Act Exhibits. ~~Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.~~

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description

10.1	Debtors’ Second Amended Joint Chapter 11 Plan of Liquidation, filed by Hancock Fabrics, Inc., with the United States Bankruptcy Court for the District of Delaware on May 5, 2017.

~~(d) Exhibits~~10.2 Debtors’ Second Amended Disclosure Statement for Debtors’ Second Amended Joint Chapter 11 Plan of Liquidation, filed by Hancock Fabrics, Inc., with the United States Bankruptcy Court for the District of Delaware on May 5, 2017.

	Exhibit Number	Description
	99.1	Monthly Operating Report for the period beginning February 26, 2017 and ending April 1, 2017.

10.3

Order (A) Approving Second Amended Disclosure Statement With Respect to Debtors’ Second Amended Joint Chapter 11 Plan of Liquidation Dated as of May 5, 2017 (B) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject Debtors’ Second Amended Joint Chapter 11 Plan of Liquidation and (C) Scheduling a Hearing on Confirmation of Debtors’ Second Amended Joint Chapter 11 Plan of Liquidation and Approving Related Procedures, entered by the United States Bankruptcy Court for the District of Delaware on May 5, 2017.

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or similar expressions. These statements about Hancock’s expectations, beliefs, plans, objectives, assumptions and future events are not statements of historical fact and reflect only Hancock’s current expectations regarding these matters. Hancock’s actual actions and results may differ materially from what is expressed or implied by these statements due to a variety of factors, including: (i) the potential adverse impact of the Chapter 11 Filings on Hancock’s liquidity or results of operations; (ii) the outcome or timing of the Chapter 11 Cases; (iii) the effect of the Chapter 11 Filings on Hancock’s relationships with third parties, regulatory authorities and employees; (iv) the actions and decisions of creditors, regulators and other third parties that have an interest in the Chapter 11 Cases, including proceedings that may be brought by third parties in connection with the Chapter 11 Cases; (v) the Debtors’ ability to obtain the approval of the Bankruptcy Court with respect to motions filed in the Chapter 11 Cases and the outcomes of Bankruptcy Court rulings and the Chapter 11 Cases in general; (vi) restrictions on the Debtors due to the terms of debtor-in-possession financing facilities and restrictions imposed by the Bankruptcy Court; (vii) the increased administrative costs related to the Chapter 11 Cases; (viii) Hancock’s ability to maintain adequate liquidity to fund operations during the Chapter 11 Cases and thereafter; (ix) any revisions to the Monthly Operating Report or the February Monthly Operating Report and (x) other factors listed from time to time in Hancock’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made and Hancock undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, whether as a result of new information, future events or otherwise, except as required by law.

SIGNATURE

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

	~~HANCOCK FABRICS, INC.~~	HANCOCK FABRICS, INC.
Date: April 13, 2017	By:	/s/ Rebecca I. Flickz
Dated: May 10, 2017		By:	/s/ Rebecca I. Flick
	~~Name:~~	~~Rebecca I. Flick~~Name:	Rebecca I. Flick
	~~Title:~~	~~Executive Vice President and Chief Financial Officer~~Title:	Executive Vice President and Chief Financial Officer

Filing Compare · HANCOCK FABRICS INC