Citi Trends Inc - Post-Effective Amendment to Registration Statement (POS AM)
April 15 2008 - 3:23PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on April 15, 2008
Registration
No. 333-141908
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CITI TRENDS, INC.
(Exact name of Registrant as specified in its
charter)
Delaware
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52-2150697
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(State or other
jurisdiction of incorporation or organization)
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(IRS employer
identification number)
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104 Coleman
Boulevard
Savannah, Georgia 31408
(912) 236-1561
(Address, including zip code, and telephone
number, including area code, of registrants principal executive offices)
R. Edward
Anderson
Chief Executive Officer
Citi Trends, Inc.
104 Coleman Boulevard
Savannah, Georgia 31408
(912) 236-1561
(Name, address, including zip
code, and telephone number, including area code, of agent for service)
Copies to:
Gary C. Ivey, Esq.
Alston &
Bird LLP
101 South Tryon
Street
Charlotte, NC
28280-4000
(704) 444-1090
(704) 444-1111 (Fax)
Approximate date of commencement of
proposed sale to the public:
THIS POST-EFFECTIVE AMENDMENT DEREGISTERS THOSE SHARES OF COMMON STOCK
THAT REMAIN UNSOLD HEREUNDER AS OF THE EFFECTIVE DATE HEREOF.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please check
the following box.
o
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
o
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
o
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
o
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box.
o
If this Form is a post-effective amendment to a
registration statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities pursuant to Rule 413(b) under
the Securities Act, check the following box.
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act. (Check one):
Large Accelerated Filer
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Accelerated Filer
T
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Non-Accelerated Filer
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Smaller Reporting Company
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(Do not check if a smaller reporting company)
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DEREGISTRATION OF SECURITIES
On
April 5, 2007, Citi Trends, Inc. (the Company), filed a
registration statement on Form S-3 (No. 333-141908) as amended by Amendment No. 1 on May 9, 2007, which
registered 3,300,000 shares of its common stock for resale by the selling
stockholders named therein from time to time.
Registration Statement No. 333-141908 was declared effective by the
Commission on May 11, 2007. The selling
stockholders resold an aggregate of 2,455,250 shares under Registration
Statement No. 333-141908.
On September 18, 2007, the Company filed a Registration
Statement on Form S-3 (No. 333-146150), as amended by Amendment No. 1
on October 9, 2007, which, upon effectiveness, acted as Post-Effective
Amendment No. 1 to Registration Statement No. 333-141908 pursuant to Rule 429
under the Securities Act of 1933, as amended, and effectively deregistered
718,083 shares of common stock from Registration Statement No. 333-141908
and registered such shares on Registration Statement 333-146150. Registration Statement No. 333-146150
was declared effective October 9, 2007.
After Registration Statement 333-146150 became
effective, 126,667 shares of common stock of the Company remained unsold under
Registration Statement No. 333-141908.
In accordance with the undertaking contained in
Registration Statement 333-141908, pursuant to Item 512(a)(3) of
Regulation S-K, the Company hereby removes from registration a total of 126,667
shares that remain unsold under Registration Statement No. 333-141908.
2
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Savannah, State
of Georgia, on the 15
th
of April, 2008.
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CITI
TRENDS, INC.
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By:
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/s/
R. Edward Anderson
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R.
Edward Anderson
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Chief
Executive Officer
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(Principal
Executive Officer)
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By:
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/s/
Bruce D. Smith
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Bruce D.
Smith
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Senior Vice
President and Chief Financial
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Officer
(Principal Financial and Accounting Officer)
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
R. Edward Anderson
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Chief
Executive Officer & Director
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April 15, 2008
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R.
Edward Anderson
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(Principal
Executive Officer)
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/s/
Bruce D. Smith
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Senior
Vice President and
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April 15, 2008
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Bruce
D. Smith
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Chief
Financial Officer
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(Principal
Financial and Accounting Officer)
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*
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Director
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April 15, 2008
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Lawrence
E. Hyatt
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*
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Director
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April 15, 2008
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John
S. Lupo
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*
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Director
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April 15, 2008
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Patricia
M. Luzier
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*By:
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/s/
R. Edward Anderson
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R.
Edward Anderson
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(Attorney-in-fact
for each
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of
the persons indicated)
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