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):  November 14, 2008

CHRISTOPHER & BANKS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-31390	06-1195422
(Commission File Number)	(IRS Employer
	Identification No.)

2400 Xenium Lane North

Plymouth, Minnesota  55441

(Address of Principal Executive Offices)  (Zip Code)

(763) 551-5000

(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:

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

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

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

oPre-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 November 14, 2008, Christopher & Banks Corporation (the “Company”) issued a press release regarding the Company’s updated earnings guidance for its third fiscal quarter ended November 29, 2008.

The press release issued on November 14, 2008 is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K and should be read in conjunction with the registrant’s reports on Forms 10-K, 10-Q and 8-K, and other publicly available information, which contain other important information about the registrant.

The information in this Current Report on Form 8-K, including Exhibit No. 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01  Financial Statements and Exhibits.

(a)	Financial statements: None
(b)	Pro forma financial information: None
(c)	Shell company transactions: None
(d)	Exhibits:
	99.1	Press release issued by the Company on November 14, 2008

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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, thereunto duly authorized.

	Christopher & Banks Corporation
Date: November 14, 2008	By	:    /s/ Michael J. Lyftogt
		Michael J. Lyftogt
		Vice President - Finance

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

CHRISTOPHER & BANKS CORPORATION

EXHIBIT INDEX TO FORM 8-K

Date of Report:	Commission File No.:
November 14, 2008	001-31390

CHRISTOPHER & BANKS CORPORATION

EXHIBIT NO.	ITEM
99.1	Press release dated November 14, 2008

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EX-99.1

Exhibit 99.1

2400 Xenium Lane North, Plymouth, MN 55441 · (763) 551-5000 · www.christopherandbanks.com

FOR:	Christopher & Banks Corporation
COMPANY CONTACT:	Lorna Nagler
	President and Chief Executive Officer
	(763) 551-5000
INVESTOR RELATIONS CONTACT:	Investor Relations:
	Joe Teklits/Jean Fontana
	ICR, Inc.
	(203) 682-8200

CHRISTOPHER & BANKS CORPORATION UPDATES

THIRD QUARTER FISCAL 2009 GUIDANCE

Minneapolis, MN, November 14, 2008 – Christopher & Banks Corporation (NYSE: CBK) today announced that, as a result of weaker than expected sales through the third fiscal quarter to date, the Company now expects to report a net loss per share from continuing operations of between $0.04 and $0.07 for the third quarter ended November 29, 2008, as compared to its previous guidance of net income per share from continuing operations in the range of $0.10 to $0.13. The updated guidance assumes that the current comparable store sales trends, which are in the negative high teens on a percentage basis quarter-to-date as compared to the prior fiscal year, will remain at or near this level throughout the remainder of the third quarter. The Company also indicated that this guidance does not include the results of operations from its Acorn Division or the costs associated with the closure of its Acorn stores, which will be accounted for as discontinued operations beginning this fiscal quarter.

The Company expects to end the third fiscal quarter with more than $85 million in cash and investments, and no long-term debt. At the end of the third fiscal quarter, inventory per average store is expected to be up on a percentage basis in the mid-teens as compared to the end of the third quarter of fiscal year 2008. The Company had planned for a mid-single digit increase in inventory levels for the quarter as compared to last year but the unanticipated reduction in sales levels resulted in higher inventory levels than originally planned. Given its anticipated earnings as reflected in today’s earnings guidance, the Company’s effective tax rate is subject to increased volatility in the third fiscal quarter. Modest differences in pre-tax earnings in the quarter may have a disproportionate affect on tax expense and earnings per share.

Lorna Nagler, President and Chief Executive Officer, commented, “Recent economic events have adversely affected our sales as compared to our initial expectations for the quarter. In addition, we anticipate additional margin pressure for the remainder of the third fiscal quarter associated with the reduced sales outlook and the anticipated level of promotional activity among retailers. We are operating our business with the assumption that the current economic environment will remain extremely challenging and we will continue to be highly focused on managing inventory and controlling expenses during these difficult times. Nonetheless, we are confident that with the number of key initiatives already underway at the Company we are moving in the right strategic direction.”

Further commentary on the Company’s third fiscal quarter will be provided as part of the third quarter earnings release and conference call currently scheduled for January 7, 2009.

About Christopher & Banks Corporation

Christopher & Banks Corporation is a Minneapolis-based specialty retailer of women’s clothing. As of November 14, 2008, the Company operates 822 stores in 46 states consisting of 554 Christopher & Banks stores and 268 stores in their plus size clothing division CJ Banks. The Company also operates the www.ChristopherandBanks.com and www.CJBanks.com e-commerce websites.

Keywords:  Petites, Women’s Clothing, Plus Size Clothing, Christopher & Banks, CJ Banks.

Forward-Looking Statements

This release contains forward-looking statements including statements regarding (i) the anticipated net loss per share from continuing operations of between $0.04 and $0.07 for the third quarter of fiscal 2009; (ii) the assumption that comparable store sales trends will remain at or near  the negative high teens level on a percentage basis for the remainder of the third quarter; (iii) the Company’s expectation that it will end the third quarter with more than $85 million in cash and investments, and no long-term debt ; (iv) the assumption that at the end of the third fiscal quarter inventory per average store will be up on a percentage basis in the mid-teens as compared

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to the third quarter of fiscal year 2008; (v) the possibility that the Company’s effective tax rate will be subject to increased volatility in the third fiscal quarter and that modest differences in pre-tax earnings in the quarter may have a disproportionate affect on tax expense and earnings per share; (vi) the anticipated additional margin pressure for the remainder of the third fiscal quarter associated with the reduced sales outlook and the anticipated level of promotional activity among retailers; and (vii) the view that the number of key initiatives already underway at the Company are moving the Company in the right strategic direction. The achievement of such results is subject to certain risk factors and uncertainties and actual results may differ materially from those projected. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to: (i) the inherent difficulty in forecasting consumer buying and retail traffic patterns which may be affected by factors beyond our control, such as a weakness in overall consumer demand; adverse weather, economic or political conditions; and shifts in consumer tastes or spending habits that result in reduced sales; (ii) competitive influences, including promotional and pricing competition and the lack of acceptance of the Company’s merchandise offerings; (iii) the ability of the Company’s infrastructure and systems to adequately support our operations; (iv) effectiveness of the Company’s brand awareness and marketing programs and the ability to maintain the value of its brands; (v) the possibility that, because of poor customer response to our merchandise, management may determine it is necessary to sell merchandise at lower than expected margins or at a loss; (vi) the failure to successfully implement the Company’s strategic plans; (vii) general economic conditions and uncertainty in the financial and credit markets could lead to a reduction in store traffic and in consumer spending on women’s apparel; (viii) fluctuations in the levels of the Company’s sales, expenses or earnings; (ix) risks associated with the performance and operations of the Company’s Internet operations; and (x) other risks and uncertainties described in our documents filed with the SEC, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.  Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s analysis only as of the date hereof. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

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