form8kjuly162008.htm
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): July 16, 2008
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CHARMING
SHOPPES, INC.
(Exact
name of registrant as specified in its charter)
_____________
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PENNSYLVANIA
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000-07258
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23-1721355
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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450 WINKS LANE,
BENSALEM, PA
(Address
of principal executive offices)
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19020
(Zip
Code)
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Registrant’s
telephone number, including area code: (215)
245-9100
________________________________________
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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.
On July
9, 2008 we issued a press release announcing the resignation of Dorrit J. Bern
as President, Chief Executive Officer, and a Director of Charming Shoppes, Inc.
(the “Company”) and that Alan Rosskamm, the Company’s Chairman of the Board,
will serve as Interim Chief Executive Officer while a search is conducted for
Ms. Bern’s successor. A copy of that press release was filed as
Exhibit 99.1 to the Company’s Form 8-K dated July 8, 2008 and filed on July 14,
2008.
On July
16, 2008 the Company’s Compensation Committee approved a monthly salary of
$100,000 to be paid to Mr. Rosskamm for his services as Interim Chief Executive
Officer until a permanent Chief Executive Officer succeeding Ms. Bern is
appointed. In addition, the Company’s Compensation Committee approved
a grant of 41,152 stock appreciation rights to Mr. Rosskamm. Each
stock appreciation right represents the right to receive, at exercise, a number
of shares of the Company’s Common Stock with a fair market value at the date of
exercise equal to the appreciation in value of shares over the base
amount. The base amount is $4.60 per share, which is the fair market
value of a share on July 16, 2008 (the grant date).
The stock
appreciation rights granted to Mr. Rosskamm will vest and become exercisable in
full on the earlier to occur of the following: (i) on the date that the first
permanent Chief Executive Officer immediately succeeding Ms. Bern commences
employment, (ii) upon a change of control, (iii) upon Mr. Rosskamm’s death, or
(iv) upon termination of Mr. Rosskamm’s services as a Director of the Company
due to disability. The stock appreciation rights agreement will
terminate and will no longer be exercisable at the earlier of (i) the seventh
anniversary of the grant date, (ii) the expiration of a one-year period after
Mr. Rosskamm ceases to be both a Director and employee of the Company by reason
of voluntary termination; involuntary termination (other than for cause) or
removal (other than for cause) if the stock appreciation rights granted to him
will have already vested and become exercisable at the time of such cessation;
or the date of such cessation if the stock appreciation rights granted to him
have not already vested and become exercisable at the time of such cessation, or
(iii) the expiration of a one-year period after Mr. Rosskamm ceases to be both a
Director and employee of the Company by reason of death or
disability.
SIGNATURES
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.
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CHARMING SHOPPES,
INC.
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(Registrant)
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Date: July
18, 2008
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/S/ ERIC M.
SPECTER
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Eric
M. Specter
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Executive
Vice President
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Chief
Financial Officer
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