8-K

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)    June 7, 2007

A.C. Moore Arts & Crafts, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-23157	22-3527763
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

130 A.C. Moore Drive, Berlin, NJ	08009
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (856) 768-4930

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Lawrence H. Fine; Appointment of Rick A. Lepley

On June 8, 2007, Lawrence H. Fine resigned from the positions of President and Chief Operating Officer and member of the Board of Directors of A.C. Moore Arts & Crafts, Inc. (the “Company”). Mr. Fine’s resignation was effective as of June 11, 2007.

On June 13, 2007, Rick A. Lepley, Chief Executive Officer, was appointed President and Chief Executive Officer of the Company.

Shareholder Approval of 2007 Stock Incentive Plan and 2007 Annual Incentive Plan

On June 7, 2007, at the Annual Meeting of Shareholders, the Company’s shareholders approved the A.C. Moore Arts & Crafts, Inc. 2007 Stock Incentive Plan and 2007 Annual Incentive Plan (together, the “Plans”). Descriptions of the Plans are incorporated herein by reference from pages 45-58 of the Company’s Proxy Statement in connection with the June 7, 2007 Annual Meeting of Shareholders. The 2007 Stock Incentive Plan is attached as Exhibit 10.6 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 8, 2007 and the 2007 Annual Incentive Plan is attached as Appendix B to the Proxy Statement in connection with the Annual Meeting.

Item 7.01 Regulation FD Disclosure.

On June 11, 2007, the Company issued a press release announcing Mr. Fine’s resignation. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1(1)	A.C. Moore Arts & Crafts, Inc. 2007 Stock Incentive Plan.
10.2(2)	A.C. Moore Arts & Crafts, Inc. 2007 Annual Incentive Plan.
99.1	Press release dated June 11, 2007.

(1)	Incorporated by reference from Exhibit 10.6 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on June 8, 2007.
(2)	Incorporated by reference from Appendix B to the Proxy Statement filed with the SEC on April 30, 2007.

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 hereunto duly authorized.

	A.C. MOORE ARTS & CRAFTS, INC.
Date: June 13, 2007	By:	/s/ Amy Rhoades
		Name:	Amy Rhoades
		Title:	Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
10.1(1)	A.C. Moore Arts & Crafts, Inc. 2007 Stock Incentive Plan.
10.2(2)	A.C. Moore Arts & Crafts, Inc. 2007 Annual Incentive Plan.
99.1	Press release dated June 11, 2007.

(1)	Incorporated by reference from Exhibit 10.6 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on June 8, 2007.
(2)	Incorporated by reference from Appendix B to the Proxy Statement filed with the SEC on April 30, 2007.

EX-99.1

Exhibit 99.1

For:	From:
A.C. Moore Arts & Crafts, Inc.	Gregory FCA Communications, Inc.
For More Information Contact:	For More Information Contact:
Amy Rhoades, General Counsel	Joe Crivelli
(856) 768-4936	(610) 642-8253

A.C. Moore Announces Resignation of Lawrence H. Fine

Berlin, New Jersey, June 11, 2007 — A.C. Moore Arts & Crafts, Inc. (Nasdaq: ACMR) announced that Lawrence H. Fine has resigned for personal reasons from his positions as the Company’s President and Chief Operating Officer and member of the Board of Directors effective today.

Rick A. Lepley, Chief Executive Officer, said, “Larry has provided A.C. Moore with strong industry knowledge and business skills since joining the Company. We respect his decision and wish him well in his future endeavors.”

Mr. Fine said, “This was a very difficult decision for me. A.C. Moore has tremendous growth opportunities ahead. I wish Rick Lepley and the entire A.C. Moore team great future success.”

Mr. Fine, 53, served as A.C. Moore’s President since June 2001 and Chief Operating Officer since February 2003. He has been a member of the Board of Directors since August 2002.

About A.C. Moore:
A.C. Moore operates arts and crafts stores that offer a vast assortment of traditional and contemporary arts and crafts merchandise for a wide range of customers. The Company operates 124 stores in the Eastern United States. For more information about the Company, visit our website at www.acmoore.com.

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This press release contains statements that are forward-looking within the meaning of applicable federal securities laws and are based on A.C. Moore’s current expectations and assumptions as of this date. The Company undertakes no obligation to update or revise any forward-looking statement whether the result of new developments or otherwise. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. Factors that could cause actual results to differ from those anticipated include, but are not limited to, the Company’s ability to implement its business and operating initiatives to improve profitability, customer demand and trends in the arts and crafts industry, inventory risks, the effect of economic conditions and gasoline prices, the impact of unfavorable weather conditions, the impact of competitors’ locations

or pricing, the availability of acceptable real estate locations for new stores, difficulties with respect to new system technologies, difficulties in implementing measures to reduce costs and expenses and improve margins, supply constraints or difficulties, the effectiveness of and changes to advertising strategies, the costs associated with a change in management, difficulties in determining the outcome and impact of litigation, the impact of the threat of terrorist attacks and war, the Company’s ability to maintain an effective system of internal control over financial reporting and other risks detailed in the Company’s Securities and Exchange Commission filings.