form8kmay152009.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) May 15, 2009
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CHARMING
SHOPPES, INC.
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(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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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3750 STATE ROAD, BENSALEM,
PA 19020
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(Address
of principal executive offices) (Zip
Code)
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(215)
245-9100
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(Registrant’s
telephone number, including area
code)
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NOT APPLICABLE
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(Former
name or former address, if changed since last
report.)
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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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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
7.01. Regulation FD Disclosure.
On May
15, 2009 Alan Rosskamm, the Non-Executive Chairman of our Board of Directors,
and James P. Fogarty, our President and Chief Executive Officer, wrote letters
to our shareholders that were delivered with our Form 10-K for the fiscal year
ended January 31, 2009 and the proxy statement for our annual meeting to be held
on June 25, 2009. These letters included, among other things,
commentary on our financial and operating results for the fiscal year ended
January 31, 2009. Copies of these letters are attached as Exhibits to
this Report on Form 8-K.
The
attached exhibits may contain certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 concerning our
operations, performance, and financial condition. Such forward-looking
statements are subject to various risks and uncertainties that could cause
actual results to differ materially from those indicated. Such risks and
uncertainties may include, but are not limited to: the failure to consummate our
identified strategic solution for our non-core assets; the failure to
effectively implement our planned consolidation, cost, and capital budget
reduction plans and our store closing plans; the failure to implement our
business plan for increased profitability and growth in our retail stores and
direct-to-consumer segments; the failure to effectively implement our plans for
a new organizational structure and enhancements in our merchandise and
marketing; the failure to effectively implement our plans for the transformation
of our brands to a vertical specialty store model; the failure to achieve
increased profitability through the adoption by our brands of a vertical
specialty store model; the failure to achieve improvement in our competitive
position; the failure to continue receiving financing at an affordable cost
through the availability of our credit card securitization facilities and
through the availability of credit we receive from our suppliers and their
agents; the failure to maintain efficient and uninterrupted order-taking and
fulfillment in our direct-to-consumer business; changes in or miscalculation of
fashion trends; extreme or unseasonable weather conditions; economic downturns;
escalation of energy costs; a weakness in overall consumer demand; the failure
to find suitable store locations; increases in wage rates; the ability to hire
and train associates; trade and security restrictions and political or financial
instability in countries where goods are manufactured; the interruption of
merchandise flow from our centralized distribution facilities; competitive
pressures; and the adverse effects of natural disasters, war, acts of terrorism,
or threats of either, or other armed conflict, on the United States and
international economies. These, and other risks and uncertainties, are
detailed in our filings with the Securities and Exchange Commission, including
our Annual Report on Form 10-K for the fiscal year ended January 31, 2009, our
Quarterly Reports on Form 10-Q and our other filings with the Securities and
Exchange Commission. We assume no duty to update or revise our
forward-looking statements even if experience or future changes make it clear
that any projected results expressed or implied therein will not be
realized.
In
accordance with general instruction B.2 to Form 8-K, the information included in
this Item 7.01, and the exhibits attached hereto, shall be deemed to be
“furnished” and shall not be deemed to be “filed” with the Securities and
Exchange Commission for purposes of Section 18 of the Securities Exchange Act of
1934, as amended.
Item
9.01. Financial Statements and Exhibits.
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:
May 19, 2009
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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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EXHIBIT
INDEX