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 reported): May 18, 2006
Citi Trends, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 333-123028 | 52-2150697 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 102 Fahm Street, Savannah, Georgia | 31401 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (912) 236-1561
Former name or former address, if changed since last report: Not applicable
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 1.01. Entry into a Material Definitive Agreement.
On May 18, 2006, Citi Trends, Inc., a Delaware corporation ( the “Company”), entered into an amendment (the “Fifth Amendment”) to its Loan and Security Agreement dated April 2, 1999, as amended (the “Loan Agreement”), with Wachovia Bank, N.A. The Fifth Amendment provides, subject to certain conditions, that the reduction by Hampshire Equity Partners, L.P., the Company’s largest stockholder, of its investment in the Company is not an event of default under the Loan Agreement.
Item 2.02. Results of Operations and Financial Condition.
On May 18, 2006, the Company issued a press release reporting its financial results for the thirteen weeks ended April 29, 2006 (the “Earnings Announcement”). A copy of the Earnings Announcement is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and the contents of which are incorporated herein solely for purposes of this Item 2.02 disclosure. On May 18, 2006, the Company held a conference call to discuss its financial results for the thirteen weeks ended April 29, 2006. A transcript of that conference call is attached to this Current Report as Exhibit 99.2.
The information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.
Item 7.01. Regulation FD Disclosure.
A copy of the Earnings Announcement is furnished by being attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 18, 2006 | |
| 99.2 | Transcript of conference call held by Citi Trends, Inc. on May 18, 2006. | |
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SIGNATURE
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 thereunto duly authorized.
| CITI TRENDS, INC. | ||||
| Date: May 23, 2006 | ||||
| By: | /s/ Thomas W. Stoltz | |||
| Name: | Thomas W. Stoltz | |||
| Title: | Chief Financial Officer | |||
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Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 18, 2006. | |
| 99.2 | Transcript of conference call held by Citi Trends, Inc. on May 18, 2006. | |
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