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) October 6, 2005
CHARMING SHOPPES, INC.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 000-07258 23-1721355
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
450 WINKS LANE, BENSALEM, PA 19020
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 245-9100
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NOT APPLICABLE
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(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On October 6, 2005 we issued a press release reporting, among other things,
our total sales for the five weeks and thirty-five weeks ended October 1, 2005.
The press release also reports our projection of flat comparable store sales for
the month of October 2005, consistent with our previously stated projection for
a consolidated low-single-digit comparable store sales increase for our retail
store brands for our third quarter ending October 29, 2005. In addition, the
press release provides an update on the effect of the recent Gulf Coast
hurricanes on our stores, and reflects our assessment that the hurricanes did
not materially affect our September sales performance. The press release is
attached as Exhibit 99.1 to this report.
The press release contains certain forward-looking statements 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: failure to successfully
integrate the operations of Crosstown Traders, Inc. with Charming Shoppes, Inc.;
the failure to implement our business plan for increased profitability and
growth in the plus-size women's apparel business; the failure to successfully
implement our business plan for Crosstown Traders, Inc.; changes in, or
miscalculation of, fashion trends; extreme or unseasonable weather conditions;
economic downturns; a weakness in overall consumer demand; failure to find
suitable store locations; the ability to hire and train associates; trade
restrictions and political or financial instability in countries where our goods
are manufactured; the interruption of merchandise flow from our centralized
distribution facilities; competitive pressures; and the adverse effects of acts
or threats of war, terrorism, 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 29, 2005 and other Company
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 exhibit 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.
Exhibit No. Description
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99.1 Press Release dated October 6, 2005
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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.
CHARMING SHOPPES, INC.
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(Registrant)
Date October 6, 2005 /S/ERIC M. SPECTER
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Eric M. Specter
Executive Vice President
Chief Financial Officer
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EXHIBIT INDEX
Exhibit. No. Description
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99.1 Press Release dated October 6, 2005
3