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): February 1, 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On February 1, 2007, the Company announced that Michael T. McMillan has
been named to the Company's Board of Directors, effective February 5, 2007. With
this appointment, Mr. McMillan has also been named as a member of the Audit,
Compensation, and Corporate Governance and Nominating Committees of the Board of
Directors. It was also announced that Gerald E. Thompson, R.Ph., who in August
2006 assumed the role of Executive Vice President and Chief Operating Officer of
Fred's, Inc., will resign from the Board effective February 5, 2007, and
continue in his managerial responsibilities with the Company. With these
changes, Fred's Board will be composed of seven members, five of whom are
independent directors.
A copy of the press release announcing the foregoing changes is
furnished as Exhibit 99.1 to this report and is incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Press Release issued by Fred's, Inc., dated February 1, 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: February 5, 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 February 1, 2007.