form8knovember252008.htm
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 25, 2008
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CHARMING
SHOPPES,
INC.
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(Exact
name of registrant as specified in its
charter)
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PENNSYLVANIA
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000-07258
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23-1721355
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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450 WINKS LANE,
BENSALEM, PA 19020
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(Address
of principal executive offices) (Zip
Code)
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(215)
245-9100
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(Registrant’s
telephone number, including area
code)
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NOT
APPLICABLE
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(Former
name or former address, if changed since last
report.)
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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:
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o
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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))
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Item
7.01. Regulation FD Disclosure.
On
November 25, 2008 we issued a press release reporting our sales and operating
results for our third quarter and nine months ended November 1, 2008 and
providing an updated outlook for our fourth quarter ending January 31,
2009. A copy of the press release has been separately filed with the
Securities and Exchange commission on a Form 8-K dated and filed November 25,
2008.
In
connection with the release, we hosted our third quarter earnings conference
call on November 25, 2008. A transcript of our prepared conference
call remarks is attached as Exhibit 99.1 to this report.
A copy of
the press release, a copy of the transcript of prepared conference call remarks,
and certain other financial and statistical information is also available on our
corporate website, at http://phx.corporate-ir.net/phoenix.zhtml?c=106124&p=irol-audioArchives. An
audio rebroadcast of the conference call is accessible at http://phx.corporate-ir.net/phoenix.zhtml?c=106124&p=irol-audioArchives.
The conference call
transcript contains certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 concerning appointments of
executives, our operations, performance, and financial condition, and our plans
relating to cost reductions, store closings, and merchandise
strategy. 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: the failure to find a suitable permanent
replacement for the Company's former Chief Executive Officer within a reasonable
time period, the failure to consummate our identified strategic solution for our
other non-core assets, the failure to effectively implement our planned
consolidation, cost and capital budget reduction plans and store
closing plans, the failure to implement the Company's business plan for
increased profitability and growth in the Company's retail stores and
direct-to-consumer segments, the failure to effectively implement the Company's
plans for a new organizational structure and enhancements in the Company's
merchandise and marketing, the failure to effectively implement the Company’s
plans for the transformation of its brands to a vertical specialty store model,
the failure to achieve increased profitability through the adoption by the
Company’s brands of a vertical specialty store model, the failure to achieve
improvement in the Company's competitive position, the failure to continue
receiving financing at an affordable cost through the availability of our credit
card securitization facilities and through the availability of credit we receive
from our suppliers and their agents, the failure to maintain efficient and
uninterrupted order-taking and fulfillment in our direct-to-consumer business,
changes in or miscalculation of fashion trends, extreme or unseasonable weather
conditions, economic downturns, escalation of energy costs, a weakness in
overall consumer demand, the failure to find suitable store locations, increases
in wage rates, the ability to hire and train associates, trade and security
restrictions and political or financial instability in countries where goods are
manufactured, the interruption of merchandise flow from the Company's
centralized distribution facilities, competitive pressures, and the adverse
effects of natural disasters, war, acts of terrorism or threats of either, or
other armed conflict, on the United States and international economies. These,
and other risks and uncertainties, are detailed in the Company's filings with
the Securities and Exchange Commission, including the Company's Annual Report on
Form 10-K for the fiscal year ended February 2, 2008, our Quarterly Reports on
Form 10-Q and other Company filings with the Securities and Exchange Commission.
Charming Shoppes assumes no duty to update or revise its 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 attached Exhibit 99.1 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.
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.
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CHARMING SHOPPES,
INC.
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(Registrant)
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Date: November
25, 2008
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/S/ ERIC M.
SPECTER
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Eric
M. Specter
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Executive
Vice President
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Chief
Financial Officer
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EXHIBIT
INDEX