- Current report filing (8-K)
November 12 2008 - 3:05PM
Edgar (US Regulatory)
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): November 6, 2008
Citi
Trends, Inc.
(Exact name of
registrant as specified in its charter)
Delaware
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000-51315
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52-2150697
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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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104
Coleman Blvd., Savannah, Georgia
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31408
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(Address
of principal executive offices)
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(Zip
Code)
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Registrants
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):
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
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 November 6, 2008, Citi Trends, Inc, (the
Company)
accepted an
offer from UBS AG (together with its affiliates, UBS), providing the Company
with rights related to the auction rate securities currently held by the
Company in accounts with UBS (the Rights).
The par value of the auction rate securities held in the Companys
accounts at UBS is $44,325,000.
The
Rights permit the Company to require UBS to purchase the Companys auction rate
securities at par value, which is defined as the price equal to the liquidation
preference of the auction rate securities plus accrued but unpaid dividends or
interest, at any time during the period of June 30, 2010 through July 2,
2012. If the Company does not exercise its Rights, the auction rate securities
will continue to accrue interest as determined by the auction process. If the
Rights are not exercised before July 2, 2012 they will expire and UBS will
have no further obligation to buy the Companys auction rate securities. Under
the terms of the Rights, UBS will have the right, in its discretion, to
purchase or sell the Companys auction rate securities at any time until July 2,
2012, without prior notice so long as the Company receives a payment at par
value upon any sale or disposition. UBS will only exercise its discretion to
purchase or sell the Companys auction rate securities for the purpose of
restructurings, dispositions or other solutions that will provide the Company
with par value for its auction rate securities.
As
a condition to accepting the offer of Rights, the Company released UBS from all
claims except claims for consequential damages relating to its marketing and
sales of auction rate securities. The Company also agreed not to serve as a
class representative or receive benefits under any class action settlement or
investor fund.
In
addition, if the Company so requests, prior to June 30, 2010, UBS Bank USA
or an affiliate (collectively, UBS Bank) will establish a credit line for the
Company in an amount up to 75% of the market value of the auction rate
securities that the Company pledges as collateral. The Company does not
presently intend to avail itself of this credit line.
UBS
obligations under the Rights are not secured by its assets and do not require
UBS to obtain any financing to support its performance obligations under the
Rights. UBS has disclaimed any assurance that it will have sufficient financial
resources to satisfy its obligations under the Rights.
The
foregoing description of the ARS Rights does not purport to be complete and is
qualified in its entirety by reference to (i) UBS AGs filings with the
Securities and Exchange Commission relating to the Rights, including without
limitation UBS AGs Registration Statement on Form F-3 as filed with the
Commission on October 7, 2008.
2
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.
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CITI
TRENDS, INC.
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Date:
November 12, 2008
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By:
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/s/
Bruce D. Smith
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Name:
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Bruce
D. Smith
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Title:
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Chief
Financial Officer
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3
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