UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 17, 2005
Citi Trends, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-123028 52-2150697
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer
Identification No.)
102 Fahm Street, Savannah, Georgia 31401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (912) 236-1561
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):
[ ] 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 1.01. Entry into a Material Definitive Agreement.
On May 17, 2005, Citi Trends, Inc., a Delaware corporation (the "Company"),
entered into an Underwriting Agreement (the "Underwriting Agreement") by and
among the Company and CIBC World Markets Corp., ("CIBC"), Piper Jaffray & Co.
("Piper Jaffray"), SG Cowen & Co., LLC ("SG Cowen") and Wachovia Capital
Markets, LLC ("Wachovia," and together with CIBC, Piper Jaffray and SG Cowen,
the "Representatives") as representatives of the several underwriters (the
"Underwriters") named in Schedule I thereto and the Selling Stockholders listed
on Schedule II thereto (the "Selling Stockholders"). Pursuant to the
Underwriting Agreement, among other things, the Company agreed to issue and sell
to the underwriters an aggregate of 2,700,000 shares of its common stock, par
value $0.01 per share, (the "Common Stock"), and the Selling Stockholders agreed
to sell to the Underwriters an aggregate of 1,150,000 shares of Common Stock, in
each case at a purchase price of $13.02 per share, in its initial public
offering of its Common Stock. The Company also granted the underwriters an
option to purchase up to 577,500 additional shares of Common Stock to cover
over-allotments, if any.
Item 8.01. Other Events
On May 23, 2005, the Company closed its initial public offering of securities of
3,850,000 shares of Common Stock. The Company sold 2,700,000 shares of Common
Stock and certain selling stockholders sold 1,150,000 shares of Common Stock.
In addition, the Company has granted to the underwriters a 30-day over-allotment
option to purchase up to an additional 577,500 shares.
Total proceeds from the sale (net of underwriting discount and estimated
offering expenses and not including the possible exercise of the underwriters'
over-allotment option) were approximately $33.6 million. The Company plans to
use the net proceeds of this offering to pay approximately $3.5 million to
redeem all of its outstanding Series A preferred stock, par value $0.01 per
share, and to pay all accrued and outstanding dividends thereon, approximately
$1.5 million to repay all outstanding indebtedness under an existing loan and
any remaining proceeds for new store openings, the acquisition, design and
construction or lease of a new distribution center in fiscal 2006 and for
general corporate purposes.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated May 17, 2005, by and among the Company and
("CIBC"), Piper Jaffray & Co. ("Piper Jaffray"), SG Cowen & Co., LLC ("SG
Cowen") and Wachovia Capital Markets, LLC ("Wachovia," and together with CIBC,
Piper Jaffray and SG Cowen, the "Representatives") as representatives of the
several underwriters (the "Underwriters") named in Schedule I thereto and the
Selling Stockholders listed on Schedule II thereto (incorporated by
reference from the Registrant's Registration Statement on Form S-1 filed on
February 28, 2005).
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.
CITI TRENDS, INC.
Date: May 23, 2005 By: /s/ Thomas W. Stoltz
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Name: Thomas W. Stoltz
Title: Chief Financial Officer
Exhibit Index
Exhibit No. Description
1.1 Underwriting Agreement, dated May 17, 2005, by and among the
Company and ("CIBC"), Piper Jaffray & Co. ("Piper Jaffray"), SG
Cowen & Co., LLC ("SG Cowen") and Wachovia Capital Markets, LLC
("Wachovia," and together with CIBC, Piper Jaffray and SG Cowen,
the "Representatives") as representatives of the several
underwriters (the "Underwriters") named in Schedule I thereto
and the Selling Stockholders listed on Schedule II thereto
(incorporated by reference from the Registrant's Registration
Statement on Form S-1 filed on February 28, 2005).