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): February 1, 2018 (January
26, 2018)
FRED'S,
INC.
(Exact
Name of Registrant as Specified in Charter)
Commission
File Number 001-14565
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Tennessee |
62-0634010 |
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(State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) |
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4300 New Getwell Road, Memphis, Tennessee 38118 |
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(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))
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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). ⃞ |
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⃞ Emerging growth company |
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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. ⃞ |
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ITEM 5.02. |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(b)
On January 26, 2018, Jason A. Jenne notified Fred’s, Inc. (the “Company”) of his intent to resign as the Executive Vice President, Chief Financial Officer and Secretary. Mr. Jenne will continue with the Company in an advisory capacity until February 26, 2018.
(c)
On February 1, 2018, Joseph M. Anto, age 39, was appointed by the Company to succeed Mr. Jenne as the Company’s Executive Vice President, Chief Financial Officer and Secretary. Since 2013, Mr. Anto held several positions at MediaNews Group, Inc., one of the largest newspaper companies in the U.S., including Senior Vice President of Strategy and M&A, Vice President of Business Development, and Managing Director for Digital First Ventures, the strategic investing division of MediaNews Group. In addition to Mr. Anto’s responsibilities at MediaNews Group, he served from December 2014 until June 2015 as Chief Executive Officer of JobsInTheUs.com, a regionally-focused job board website and subsidiary of MediaNews Group. In 2009, Mr. Anto co-founded RumbaTime, LLC, a fashion brand focused on timepieces and accessories and served as its Chief Executive Officer until 2012. From 2006 to 2009, Mr. Anto served as a Senior Analyst and Director of Investments at Harbinger Capital Partners, a multi-strategy investment firm. Prior to his time at Harbinger, Mr. Anto served as an associate at ABS Capital Partners, a later-stage venture capital firm, and as an analyst at First Union Securities in its technology investment banking group. He has previously served on the board of directors of Kelson Energy Inc. and Kelson Canada, both private merchant power companies, CIPS Marketing Group Inc., a private marketing and distribution service company, and RumbaTime. Mr. Anto has a BBA from Emory University and an MBA from Columbia University.
In connection with Mr. Anto’s employment as Executive Vice President, Chief Financial Officer and Secretary, Mr. Anto will receive (i) an annual base salary of $500,000, (ii) 100,000 shares of restricted stock, which vest 50% on the second anniversary of Mr. Anto’s start date and 25% on the third and fourth anniversary, respectively, (iii) temporary housing costs, (iv) reimbursement of relocation and travel expenses, (v) eligibility under the Company’s 2018 management incentive plan, and (vi) eligibility to participate in the Company’s health, retirement and other benefit plans and programs generally offered to its employees.
Mr. Anto’s service as the Company’s Executive Vice President, Chief Financial Officer and Secretary was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr. Anto and any director or other executive officer of the Company. There are no transactions between Mr. Anto and the Company required to be disclosed under Item 404(a) of Regulation S-K.
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ITEM 7.01 |
REGULATION FD. |
On February 1, 2018, the Company issued a press release regarding the matters described above. The full text of this press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
99.1 Press Release of Fred’s, Inc., dated February 1, 2018.
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.
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FRED'S, INC. |
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(Registrant) |
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Date: |
February 1, 2018 |
By: |
/s/ Michael K. Bloom |
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Name: |
Michael K. Bloom |
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Title: |
Chief Executive Officer |
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Exhibit 99.1
Fred’s, Inc. Appoints Joseph Anto Chief Financial Officer
Anto Brings Wealth of Financial, Transactional and Business Development Experience
MEMPHIS, Tenn.--(BUSINESS WIRE)--February 1, 2018--Fred’s Inc. (“Fred’s” or “Company”) (NASDAQ:FRED) today announced the appointment of Joseph Anto as Executive Vice President and Chief Financial Officer, effective immediately. Mr. Anto succeeds Jason Jenne, who is leaving the Company. Mr. Jenne will remain in an advisory capacity until February 26, 2018, and will continue to work closely with Mr. Anto to ensure a smooth transition.
Mr. Anto brings more than 15 years of finance, M&A and business development experience to Fred’s. Previously, he served as Senior Vice President of Strategy and M&A at MediaNews Group, Inc. (d/b/a Digital First Media), one of the largest newspaper companies in the U.S., where he has served in various capacities since 2013. At MediaNews Group, Mr. Anto played an instrumental role in various initiatives focused on driving digital revenue and reducing expenses across the organization. He also helped lead MediaNews Group’s M&A and investing activities. Additionally, he brings to the role knowledge of and experience with Fred’s, as he has been working with Fred’s in a consulting capacity over the past seven months. As CFO, Mr. Anto will be responsible for leading Fred’s in its financial and risk management, information technology and real estate strategy.
“We are pleased to welcome Joe to the Fred’s team full time,” said Michael K. Bloom, Chief Executive Officer. “Joe’s experience and expertise is invaluable as we continue to implement our strategic initiatives to drive increased traffic and comp sales, reduce SG&A, generate free cash flow and optimize our balance sheet. Joe is a proven financial and business development executive, and brings a diverse set of skills and experience that will help position Fred’s for long-term success.”
“I am thrilled to join Fred’s at this important time in the Company’s transformation,” Mr. Anto commented. “I look forward to working with Mike and the rest of the senior leadership team as we develop and execute on the strategic priorities that will deliver long-term sustainable growth, cash flow and value creation.”
Mr. Bloom added, “On behalf of the Board of Directors and the entire Company, I thank Jason for his contributions to Fred’s as well as his continued support during this transition period. We wish Jason all the best in his future endeavors.”
About Joseph Anto
Since 2015, Mr. Anto served as Senior Vice President of Strategy and M&A at MediaNews Group, Inc. (d/b/a Digital First Media), one of the largest newspaper companies in the U.S. by circulation. From 2014-2015, he was Vice President of Business Development for MediaNews Group and also CEO at Jobs in the US, a subsidiary of MediaNews with regionally focused job board sites in New England. From 2013-2014 he was Managing Director at Digital First Ventures, the strategic investing division of MediaNews Group. In 2009 he co-founded RumbaTime, LLC, a fashion brand focused on timepieces and accessories and served as the Company's CEO until 2012. From 2006-2009 Mr. Anto was a Senior Analyst and Director of Investments at Harbinger Capital Partners, a multi-strategy investment firm, where he managed one of the largest merchant power investment portfolios in the sector, accounting for approximately 30% of the Fund's assets and completed M&A and debt financing transactions totaling over $4 billion in value. Prior to his time at Harbinger, Mr. Anto was an associate at ABS Capital Partners, a later-stage venture capital firm, and an analyst at First Union Securities in their technology investment banking group. He has previously served on the boards of private merchant power companies Kelson Energy Inc. and Kelson Canada, CIPS Marketing Group Inc. and was also previously on the board at Rumbatime. He has a BBA from Emory University and an MBA from Columbia University.
About Fred’s Inc.
Tracing its history back to an original store in Coldwater, Mississippi, opened in 1947, today Fred’s, Inc. operates approximately 600 general merchandise and pharmacy stores, including 13 franchised locations, and three specialty pharmacy-only locations. With unique store formats and strategies that combine the best elements of a value-focused retailer with a healthcare-focused drug store, Fred’s stores offer frequently purchased items that address the everyday needs of its customers. This includes nationally recognized brands, proprietary Fred’s label products, and a full range of value-priced selections.
For more information about the Company, visit Fred’s website at www.fredsinc.com.
Forward Looking Statements
Comments in this news release that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. A reader can identify forward-looking statements because they are not limited to historical facts or they use such words as "outlook," "guidance," "may," "should," "could," "believe," "anticipate," "plan," "expect," "estimate," "forecast," "goal," "intend," "committed," "continue," or "will likely result" and similar expressions that concern the Company's strategy, plans, intentions or beliefs about future occurrences or results. These risks and uncertainties include, but are not limited to (i) the competitive nature of the industries in which we operate; (ii) the implementation of our strategic plan, and its impact on our sales, costs and operations; (iii) utilizing our existing and new stores and increasing our pharmacy department presence in new and existing stores; (iv) our reliance on a single supplier of pharmaceutical products; (v) our pharmaceutical drug pricing; (vi) reimbursement rates and the terms of our agreements with pharmacy benefit management companies; (vii) our private brands; (viii) the seasonality of our business and the impact of adverse weather conditions; (ix) operational difficulties; (x) merchandise supply and pricing; (xi) consumer demand and product mix; (xii) delayed openings and operating new stores and distribution facilities; (xiii) our employees; (xiv) risks relating to payment processing; (xv) our computer system, and the processes supported by our information technology infrastructure; (xvi) our ability to protect the personal information of our customers and employees; (xvii) cyber-attacks; (xviii) changes in governmental regulations; (xix) the outcome of legal proceedings, including claims of product liability; (xx) insurance costs; (xxi) tax assessments and unclaimed property audits; (xxii) current economic conditions; (xxiii) changes in third-party reimbursements; (xxiv) the terms of our existing and future indebtedness; (xxv) our acquisitions and the ability to effectively integrate businesses that we acquire; (xxvi) our ability to pay dividends; and the factors listed under "Risk Factors" in the Company's most recent Annual Report on Form 10-K and any subsequent quarterly filings on Form 10-Q filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made. The Company undertakes no obligation to release revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required to be reported under the rules and regulations of the Securities and Exchange Commission.
CONTACT:
Joele Frank, Wilkinson Brimmer Katcher
Ed Trissel / Dan
Moore, 212-355-4449