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): August 1, 2005
Chico’s FAS, Inc.
(Exact Name of Registrant as Specified in its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
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| 0-21258
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59-2389435 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 11215 Metro Parkway, Fort Myers, Florida
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33912 |
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| (Address of Principal Executive Offices)
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(Zip code) |
(239) 277-6200
(Registrant’s Telephone Number, Including Area Code)
(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):
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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)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On August 1st, 2005, Chico’s FAS, Inc. (the “Company”) and James P. Frain entered
into an Employment Transition, Resignation and Release Agreement (the “ Transition Agreement”),
consistent in large measure with the Employment Agreement between the Company and Mr. Frain dated
as of May 1, 2004, and providing that, among other things and subject to the terms set forth
therein, (i) Mr. Frain will continue to provide his services as Executive Vice President and Chief
Marketing Officer until February 28, 2006 and, in consideration for performing such services, will
continue to receive his current basic salary, fiscal 2005 bonuses and fringe benefits provided to
other Chief Officers, and (ii) after February 28, 2006 and until August 31, 2006, Mr. Frain will
continue to be employed by the Company as a non-officer consulting employee and shall handle
marketing projects as assigned to him by the Company’s Chief Executive Officer or the Company’s
Chief Operating Officer, and, in consideration for performing such services, will receive a monthly
salary of $40,000 and certain continuing fringe benefits.
The foregoing description of the Transition Agreement is not complete and is qualified in its
entirety by reference to the full text of such agreement. A copy of the Transition Agreement is
filed as Exhibit 10.1 to this Report and is incorporated by reference herein.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On August 1, 2005, Chico’s FAS, Inc. (the “Company”) announced the promotion of Charles
L. Nesbit, Jr. to the position of Executive Vice President - Chief Operating Officer.
A copy of the press release issued in connection with the promotion of Mr. Nesbit is attached
to this Report as Exhibit 99.1 and is incorporated by reference herein.
Item 8.01. Other Events.
In addition to the management change noted above under Item 5.02 with respect to the
promotion of Mr. Nesbit to Executive Vice President - Chief Operating Officer, the Company
announced other management changes.
A copy of the press release issued in connection with the promotion of Mr. Nesbit and other
management changes is attached to this Report as Exhibit 99.1 and is incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
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Exhibit 10.1
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Employment Transition, Resignation, And Release Agreement between the Company
and James P. Frain dated August 1, 2005 |
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Exhibit 99.1
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Chico’s FAS, Inc. Press Release dated August 1, 2005 |
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