-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T8vLHzY3bmvBBcpZco+cAejYPYEEMA0QSrduonWwIgNr/am0Er6gbigP+8MkSmoL BXklvMleGJYLfyCIzwiYuA== 0000019353-09-000056.txt : 20090713 0000019353-09-000056.hdr.sgml : 20090713 20090713165012 ACCESSION NUMBER: 0000019353-09-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090713 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090713 DATE AS OF CHANGE: 20090713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARMING SHOPPES INC CENTRAL INDEX KEY: 0000019353 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 231721355 STATE OF INCORPORATION: PA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07258 FILM NUMBER: 09942284 BUSINESS ADDRESS: STREET 1: 450 WINKS LANE CITY: BENSALEM STATE: PA ZIP: 19020 BUSINESS PHONE: 2152459100 MAIL ADDRESS: STREET 1: 450 WINKS LANE CITY: BENSALEM STATE: PA ZIP: 19020 8-K 1 form8k.htm 8K EXECUTIVE APPTS ANNOUNCMENT form8k.htm
 
 

 



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) July 13, 2009

 
CHARMING SHOPPES, INC.
(Exact name of registrant as specified in its charter)

PENNSYLVANIA
000-07258
23-1721355
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

3750 STATE ROAD, BENSALEM, PA  19020
(Address of principal executive offices) (Zip Code)

(215) 245-9100
(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:

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 7.01.  Regulation FD Disclosure.

On July 13, 2009 Charming Shoppes, Inc. ("the Company") issued a press release announcing executive and management appointments, the discontinuation of the exploration of the sale of its Figi’s food business, and announced the voting results of its 2009Annual Meeting of Shareholders.

The attached exhibit may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning our operations, performance, and financial condition.  Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those indicated.  Such risks and uncertainties may include, but are not limited to: the failure to consummate our identified strategic solution for our non-core assets; the failure to effectively implement our planned consolidation, cost, and capital budget reduction plans and our store closing plans; the failure to implement our business plan for increased profitability and growth in our retail stores and direct-to-consumer segments; the failure to effectively implement our plans for a new organizational structure and enhancements in our merchandise and marketing; the failure to effectively implement our plans for the transformation of our brands to a vertical specialty store model; the failure to achieve increased profitability through the adoption by our brands of a vertical specialty store model; the failure to achieve improvement in our competitive position; the failure to continue receiving financing at an affordable cost through the availability of our credit card securitization facilities and through the availability of credit we receive from our suppliers and their agents; the failure to maintain efficient and uninterrupted order-taking and fulfillment in our direct-to-consumer business; changes in or miscalculation of fashion trends; extreme or unseasonable weather conditions; economic downturns; escalation of energy costs; a weakness in overall consumer demand; the failure to find suitable store locations; increases in wage rates; the ability to hire and train associates; trade and security restrictions and political or financial instability in countries where goods are manufactured; the interruption of merchandise flow from our centralized distribution facilities; competitive pressures; and the adverse effects of natural disasters, war, acts of terrorism, or threats of either, or other armed conflict, on the United States and international economies.  These, and other risks and uncertainties, are detailed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended January 31, 2009, our Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission.  We assume no duty to update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

In accordance with general instruction B.2 to Form 8-K, the information included in this Item 7.01, and the exhibits attached hereto, shall be deemed to be “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.


Item 9.01.  Financial Statements and Exhibits.

Exhibit No.
Description
   
99.1
Press Release dated July 13, 2009.






 
 

 

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.


 
CHARMING SHOPPES, INC.
 
(Registrant)
   
   
Date:  July 13, 2009
/S/ ERIC M. SPECTER
 
Eric M. Specter
 
Executive Vice President
 
Chief Financial Officer
   



































 
 

 

EXHIBIT INDEX



Exhibit No.
Description
   
99.1
Press Release dated July 13, 2009.










































 
 

 

EX-99.1 2 ex99_1.htm PRESS RELEASE ex99_1.htm
 
 

 

EXHIBIT 99.1


CHARMING SHOPPES ANNOUNCES EXECUTIVE AND MANAGEMENT APPOINTMENTS ;  CEASES EXPLORATION OF SALE OF FIGI’S FOOD BUSINESS; CHARMING SHOPPES' SHAREHOLDERS ELECT ALL DIRECTORS AND APPROVE ALL COMPANY PROPOSALS AT THE 2009 ANNUAL MEETING OF SHAREHOLDERS



BENSALEM, Pa., July 13, 2009 -- Charming Shoppes, Inc. (Nasdaq: CHRS), a leading multi-brand apparel retailer specializing in women's plus apparel, today announced executive and management appointments.  The Company also announced it has ceased the exploration of the sale of its Figi’s food business, and announced the voting results of its 2009 Annual Meeting of Shareholders.

Anthony M. Romano has been appointed Executive Vice President – Global Sourcing and Business Transformation, effective immediately. Romano joined Charming Shoppes in February 2009, with responsibility for executing the Company's business transformation and cost reduction initiatives. His role has been expanded to include the important functions of global sourcing, distribution, logistics, quality control and quality assurance.  Romano will continue to report to President and Chief Executive Officer, Jim Fogarty.

Romano served as Executive Vice President – Chief Supply Chain Officer of Ann Taylor, Inc. from 2005 through 2008, with responsibilities that included Supply Chain and Corporate Operations. He joined Ann Taylor in 1997 as Sr. Vice President of Logistics, and later assumed additional responsibility for Purchasing Operations prior to his appointment as Executive Vice President. From 1988 through 1996, Romano held a number of financial and operational roles at Charming Shoppes, Inc., culminating in his appointment as Vice President of International Operations.

Additionally, the Company announced that Bill Bass has accepted the permanent role of President of the Company's Charming Direct division, with responsibility for building the Company’s e-commerce businesses – www.lanebryant.com, www.fashionbug.com, and www.catherines.com.  Bass joined Charming Shoppes January 2009 in a consulting capacity, with responsibility for upgrading the Company’s e-commerce platforms.  Bass will continue to report to Jim Fogarty.

Bass has significant expertise in e-commerce and direct marketing. In 2006, he co-founded Fair Indigo, a multi-channel retailer of women's and men's fair trade apparel.  In 1999 he joined Lands' End, where he served as Senior Vice President of e-commerce and international. While at Lands' End, Bass led the growth of the e-commerce business while pioneering industry-leading technology such as live customer help, virtual models and custom clothing. After Lands' End became part of Sears, Roebuck & Co., Bass served as the Vice President and General Manager of the direct-to-consumer business at Sears until 2005. Prior to Lands' End, he was Group Director of Research for e-commerce and new media for Forrester Research, Inc.

Lisa J. Batra joins the Company as Director of e-commerce for the Fashion Bug brand.  Batra’s direct-to-consumer experience of more than 10 years includes product management positions at Bath & Body Works and QVC, Inc.  Most recently, she was employed by the Lowe’s Companies, Inc. as the head of marketing for lowes.com, with responsibility for marketing, strategy and execution of that company’s e-commerce site.

Kimberly Aylward has joined the Company as Director of e-commerce for the Catherines brand.  Aylward joins the Company following 12 years at Garnet Hill, Inc., where she served in management positions of increasing responsibility, culminating in her position as Director of Web Merchandising and Cross-Brand Business Development.  She brings extensive experience in the areas of multi-channel marketing, web merchandising, advertising, and public relations.

Both Batra and Aylward will report to Bill Bass, President - Charming Direct, with responsibility for developing online content and strategies, and driving the sales and profitability of their respective brand’s direct-to-consumer business.

Michele B. Pascoe has joined the Company as Division CFO - Vice President, Finance for the Fashion Bug brand.  She will report to Jay Levitt, President - Fashion Bug, and Eric M. Specter, the Company’s Executive Vice President and Chief Financial Officer, with responsibility for leading Fashion Bug’s finance function, including financial planning and analysis, and providing guidance to drive financial performance through analysis and strategic planning.  Pascoe possesses a strong 20+ year career in finance with a number of apparel manufacturers and retailers.  Most recently, she held the role of Chief Financial Officer with Taryn Rose International.  Previous positions included CFO/COO with Rachel Ashwell Designs, Inc./Shabby Chic, and Group CFO of Warnaco Swimwear, along with senior finance roles at other Warnaco divisions.

Brett R. Schneider has been appointed Division CFO - Vice President, Finance for the Catherines brand.  He will report to Carol Williams, President – Catherines, and Eric M. Specter, with responsibility for leading Catherines’ finance function, including financial planning and analysis, and providing guidance to drive financial performance through analysis and strategic planning.  Schneider joined Charming Shoppes in 1996 and has held a number of positions within the Company’s finance division.  Most recently, he served Charming Shoppes as the Division CFO – Vice President for the combined finance group of the Fashion Bug brand, Catherines brand and Outlet stores division.

Joseph Long has been appointed Director, Finance for the Outlet stores division.  He will report to MaryEllen MacDowell, President - Outlets, and Eric M. Specter, with responsibility for leading the Outlets’ finance function, including financial planning and analysis, and providing guidance to drive financial performance through analysis and strategic planning.  Long joined Charming Shoppes in 1995, and has held finance positions of increasing responsibility since that time.  He most recently served as Director, Finance, for the combined finance group of the Fashion Bug brand, Catherines brand and Outlet stores division.

Jeffrey H. Liss has been appointed Vice President – Strategy, with responsibility for development and management of strategic activities of the Company, including existing key strategic initiatives such as expense reductions.  Additionally, he will oversee the collection and analysis of competitive market and consumer insights.  He will continue to report to Tony Romano.  Liss joined Charming Shoppes in 2004.  Previous to Charming Shoppes, he held senior management positions with Deloitte Consulting and Coopers & Lybrand Consulting.

Jim Fogarty, President and Chief Executive Officer commented, “I would like to welcome Michele, Lisa and Kimberly to Charming Shoppes, and congratulate Tony, Bill, Brett, Jeff and Joe and on their new roles.  We are strengthening our team at Charming Shoppes and our organization continues to be excited about the opportunities in front of us.”

The Company also announced it has discontinued its exploration of the sale of its Figi's Gifts in Good Taste catalog business, based in Wisconsin. In August 2008, the Company initiated that process as a step in its strategy to refocus the Company’s energies on its core brands, but stated it would only enter into a transaction at an acceptable valuation, which has not been achieved.

Additionally, the Company announced the voting results following its 2009 Annual Meeting of Shareholders, held June 25, 2009:

Shareholders re-elected the following directors for a one-year term:

·  
Arnaud Ajdler, Michael C. Appel , Richard W. Bennet, III, Yvonne M. Curl, James P. Fogarty, Michael Goldstein, Katherine M. Hudson, Alan Rosskamm, and M. Jeannine Strandjord.

In addition, Charming Shoppes' shareholders voted in favor of all of the Company's proposals for the 2009 Annual Meeting of Shareholders, which included:

·  
Re-approval of the material terms of the performance goals under the Company’s 2004 Stock Award and Incentive Plan to preserve Charming Shoppes’ tax deductions in accordance with Section 162(m) of the Internal Revenue Code; and,
·  
Ratification of the appointment of Ernst & Young LLP as independent auditors of Charming Shoppes to serve for the 2010 fiscal year.


At May 2, 2009, Charming Shoppes, Inc. operated 2,272 retail stores in 48 states under the names LANE BRYANT®, LANE BRYANT OUTLET®, FASHION BUG®, FASHION BUG PLUS®, CATHERINES PLUS SIZES®, and PETITE SOPHISTICATE OUTLET®. Please visit www.charmingshoppes.com for additional information about Charming Shoppes, Inc.

Safe Harbor Statement

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning appointments of executives, the Company's operations, performance, and financial condition. Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those indicated. Such risks and uncertainties may include, but are not limited to: the failure to consummate our identified strategic alternatives for our non-core assets, the failure to effectively implement our planned consolidation, cost and capital budget reduction plans and store closing plans, the failure to implement the Company's business plan for increased profitability and growth in the Company's retail stores and direct-to-consumer segments, the failure to effectively implement the Company's plans for a new organizational structure and enhancements in the Company's merchandise and marketing, the failure to effectively implement the Company's plans for the transformation of its brands to a vertical specialty store model, the failure to achieve increased profitability through the adoption by the Company's brands of a vertical specialty store model, the failure to achieve improvement in the Company's competitive position, changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions, economic downturns, escalation of energy costs, a weakness in overall consumer demand, the failure to find suitable store locations, increases in wage rates, the ability to hire and train associates, trade and security restrictions and political or financial instability in countries where goods are manufactured, the interruption of merchandise flow from the Company's centralized distribution facilities, competitive pressures, and the adverse effects of natural disasters, war, acts of terrorism or threats of either, or other armed conflict, on the United States and international economies. These, and other risks and uncertainties, are detailed in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2009, Quarterly Reports on Form 10-Q and other Company filings with the Securities and Exchange Commission. Charming Shoppes assumes no duty to update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.



CONTACT:     
Gayle M. Coolick
Vice President, Investor Relations
215-638-6955

 
 

 

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