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 27, 2007 FREDS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 --------- ---------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation) Identification No.) 4300 New Getwell Road, Memphis, Tennessee 38118 ----------------------------------------------- (Address of principal executive offices) (901) 365-8880 Registrant's telephone number, including area code Not Applicable (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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On August 29, 2007, Fred's, Inc. issued a press release announcing its financial results for the second quarter and six months ended August 4, 2007. ITEM 8.01. OTHER EVENTS. Also on August 27, 2007, the Company's Board of Directors authorized a share repurchase plan allowing for the repurchase of up to four million shares of Fred's common stock, from time to time in open-market or negotiated transactions. The repurchase authorization represents approximately 10% of the Company's 40.1 million shares currently outstanding. A copy of the press release announcing these events is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information in this report, including the exhibit attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 99.1 Press Release issued by Fred's, Inc., dated August 29, 2007. 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. FRED'S, INC. (Registrant) Date: August 29, 2007 By: /s/ Jerry A. Shore ------------------------------ Jerry A. Shore Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Exhibit(s) - ------ ------------------------- 99.1 Copy of press release issued by Fred's, Inc. on August 29, 2007.