8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): May 31, 2017 (May 30, 2017)

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FRED'S, INC.

 (Exact Name of Registrant as Specified in Charter)

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	Commission File Number 001-14565
Tennessee		62-0634010
(State or other Jurisdiction of Incorporation)		(IRS Employer 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financing accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 30, 2017, Fred's, Inc. (the "Company") entered into Amendment No. 1 (the "Amendment") to the Rights Agreement, dated as of December 26, 2016, between Fred's, Inc. and American Stock & Transfer Trust Company, LLC, as rights agent.

The Amendment accelerates the expiration of the Company's preferred share purchase rights (the "Rights") from 5:00 P.M., New York City time on June 26, 2019 to 5:00 P.M., New York City time on May 30, 2017, and has the effect of terminating the Rights Agreement on that date. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company's common stock pursuant to the Rights Agreement will expire.

The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

The information set forth under Item 1.01 is incorporated herein by reference.

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

The information set forth under Item 1.01 is incorporated herein by reference.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

In connection with the adoption of the Rights Agreement, on December 27, 2016, the Company filed an Articles of Amendment to its Charter with the Secretary of State of the State of Tennessee setting forth the rights, powers and preferences of the Series B Junior Participating Preferred Stock issuable upon exercise of the Rights (the "Series B Preferred Shares").

Promptly following the expiration of the Rights and the termination of the Rights Agreement, the Company will file an Articles of Amendment (the "Elimination Articles of Amendment") with the Secretary of State of the State of Tennessee eliminating the Series A Junior Participating Preferred Stock and the Series B Preferred Shares and returning them to authorized but undesignated shares of the Company's preferred stock.

The foregoing is a summary of the terms of the Elimination Articles of Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Elimination Articles of Amendment, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
3.1	Articles of Amendment to the Charter of Fred's, Inc., dated May 30, 2017
4.1	Amendment No. 1 to the Rights Agreement, dated as of May 30, 2017, between Fred's, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent

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.
Date: May 31, 2017	By:	/s/ Rick J. Hans
		Name: Rick J. Hans
		Title:   Executive Vice President, Chief Financial
		Officer and Secretary

EXHIBIT INDEX

3.1	Articles of Amendment to the Charter of Fred's, Inc., dated May 30, 2017
4.1	Amendment No. 1 to the Rights Agreement, dated as of May 30, 2017, between Fred's, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT TO THE CHARTER

OF FRED'S, INC.

(Pursuant to Section 48-20-102 of the Tennessee Business Corporation Act)

In accordance with Sections 48-20-102 and 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment (the "Articles of Amendment") to its Charter:

I. The name of the corporation is FRED'S, INC.

II. The text of the amendment is as follows:

Article Four of the Charter is hereby amended, pursuant to the authority granted to the Board of Directors of this corporation by the Charter, by deleting section F in its entirety.

Article Four of the Charter is hereby further amended, pursuant to the authority granted to the Board of Directors of this corporation by the Charter, by deleting section G in its entirety.

All references to the Series A Junior Participating Preferred Stock and to the Series B Junior Participating Preferred Stock in the Charter, as amended, are hereby eliminated, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation.

III. Except as amended by these Articles of Amendment, the Charter of the Corporation shall remain in full force and effect.

IV. These Articles of Amendment were duly adopted by the Board of Directors of the Corporation on May 30, 2017, without shareholder approval as no such approval was required.

V. These Articles of Amendment to the Charter of the Corporation will be effective as of 6:00 p.m. Central Time on May 30, 2017.

Dated this 30th day of May, 2017

FRED'S, INC.

/s/ Rick J. Hans

Rick J. Hans

Executive Vice President, Chief Financial Officer and Secretary

EX-4.1

Exhibit 4.1

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this "Amendment") is dated as of May 30, 2017 (the "Effective Date") and amends the Rights Agreement, dated as of December 26, 2016 (the "Rights Agreement"), by and between Fred's, Inc., a Tennessee corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the "Rights Agent"). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.

RECITALS

WHEREAS, in accordance with Section 27 of the Rights Agreement, for so long as the Rights are redeemable, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect without the approval of any holders of the Rights; and

WHEREAS, the Rights Agent is hereby directed to join in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereby agree as follows:

1.Amendment of the Rights Agreement. Clause (i) Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety as follows:

 (i) the Close of Business on May 30, 2017 (the "Final Expiration Date"),

2.Amendment of Exhibits. The exhibits to the Rights Agreement shall be deemed to be restated to reflect this Amendment, including all conforming changes.

3.Other Amendment; Effect of Amendment. Except as and to the extent expressly modified by this Amendment, the Rights Agreement and the exhibits thereto remain in full force and effect in all respects without any modification. This Amendment will be deemed an amendment to the Rights Agreement and will become effective on the Effective Date. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment will govern.

4.Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts will for all purposes be deemed to be an original, and all such counterparts will together constitute one and the same instrument, it being understood that all parties need not sign the same counterpart. A signature to this Amendment transmitted electronically (including by fax and .pdf) will have the same authority, effect and enforceability as an original signature. No party hereto may raise the use of such electronic transmission to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through such electronic transmission, as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

5.Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment will remain in full force and effect and will in no way be affected, impaired or invalidated.

6.Descriptive Headings. The descriptive headings of the several Sections of this Amendment are inserted for convenience only and will not control or affect the meaning or construction of any of the provisions hereof.

7.Further Assurances. Each of the parties to this Amendment will cooperate and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Amendment, the Rights Agreement and the transactions contemplated hereunder and thereunder.

8.Governing Law. This Amendment will be deemed to be a contract made pursuant to the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first written above.

FRED'S, INC.,
as Company
By:	/s/ Michael Bloom
	Michael Bloom
	Chief Executive Officer

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AMERICAN STOCK TRANSFER & TRUST
COMPANY, LLC,
as Rights Agent
By:	/s/ Michael A. Nespoli
	Name: Michael A. Nespoli
	Title: Executive Director

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