- Current report filing (8-K)
March 22 2010 - 3:07PM
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):
March 16, 2010
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 Boulevard, 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 March 22, 2010,
Citi Trends, Inc. (the Company) amended its revolving credit facility in
an aggregate principal amount of $20 million (of which $5 million will be
available for the issuance of letters of credit) with Bank of America (the Credit
Agreement) to extend the term until March 22, 2012. The Company also caused its subsidiary, Citi
Trends Marketing Solutions, Inc., to be joined as a party to, and guarantor
under, the Credit Agreement. The loans
under the Credit Agreement are available for short-term working capital and
other general corporate purposes of the Company. The Company has not yet had a need to borrow
under the Credit Agreement.
The Credit Agreement is
unsecured with an agreement not to pledge any of the assets of the Company and
an agreement not to provide a negative pledge to any other party. Loans under
the Credit Agreement shall bear interest at either (a) a rate equal to the
highest of (i) the Federal Funds Rate plus 0.50%, (ii) LIBOR plus
1.0% and (iii) Bank of Americas prime rate, plus an applicable margin; or
(b) a rate equal to LIBOR plus an applicable margin. The applicable margin
is dependent on the Companys adjusted leverage ratio and ranges from 0.75% to
1.25% for loans bearing interest at the rate described under (a) above and
from 1.75% to 2.25% for loans bearing interest at the rate described under (b) above.
The Credit Agreement
includes customary representations, warranties, affirmative and negative
covenants and events of default (and related remedies, including acceleration
and increased interest rates following an event of default). It also contains a
financial covenant tied to the Companys adjusted leverage ratio.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
Item 1.01 of this
report is incorporated by reference in this Item 2.03.
Item.
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
March 16, 2010:
Ed Anderson will retire
as an employee of the Company and from his role as Executive Chairman,
effective April 2, 2010. He will stay on as non-executive Chairman of the
Board.
Since April 2009, Mr. Anderson
has served as an advisor and counselor to David Alexander, the Companys
President and Chief Executive Officer, and as Chairman of the Companys Real
Estate Committee. In addition to his other duties, Mr. Alexander will now
chair the Real Estate Committee.
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: March 22,
2010
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By:
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/s/
Bruce D. Smith
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Name: Bruce
D. Smith
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Title: Chief
Financial Officer
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3
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