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): August 24, 2005
Citi Trends, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-123028 52-2150697
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) 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
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):
[ ] 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 2.02. Results of Operations and Financial Condition.
On August 24, 2005, Citi Trends, Inc., a Delaware corporation (the "Company"),
issued a press release reporting its financial results for the thirteen and
twenty-six weeks ended July 30, 2005 (the "Earnings Announcement"). A copy of
the Earnings Announcement is attached to this Current Report on Form 8-K
("Current Report") as Exhibit 99.1 and the contents of which are incorporated
herein solely for purposes of this Item 2.02 disclosure. On August 25, 2005, the
Company held a conference call to discuss its financial results for the thirteen
and twenty-six weeks ended July 30, 2005. A transcript of that conference call
is attached to this Current Report as Exhibit 99.2.
The information in this Current Report, including the exhibits attached hereto,
is being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of such section. The information in this
Current Report, including the exhibits, shall not be incorporated by reference
into any filings under the Securities Act of 1933, as amended or the Exchange
Act, regardless of any incorporation by reference language in any such filing.
Item 7.01. Regulation FD Disclosure.
A copy of the Earnings Announcement is being furnished by being attached hereto
as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
99.1 Press Release dated August 24, 2005
99.2 Transcript of conference call held by Citi Trends, Inc. on
August 25, 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: August 29, 2005
By: /s/ Thomas W. Stoltz
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Name: Thomas W. Stoltz
Title: Chief Financial Officer
Exhibit Index
Exhibit No. Description
99.1 Press Release dated August 24, 2005
99.2 Transcript of conference call held by Citi Trends, Inc. on
August 25, 2005