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): August 16, 2011

Chico’s FAS, Inc.

(Exact Name of Registrant as Specified in its Charter)

Florida
(State or Other Jurisdiction of Incorporation)

001-16435	59-2389435
(Commission File Number)	(IRS Employer Identification No.)
11215 Metro Parkway, Fort Myers, Florida	33966
(Address of Principal Executive Offices)	(Zip code)

(239) 277-6200
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):

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 1.01. Entry Into a Material Definitive Agreement.

On August 16, 2011, Chico’s FAS, Inc. (“Chico’s”), a Florida corporation, and Harbor DTC, Inc. (“Merger Corp”), a Florida corporation and wholly owned subsidiary of Chico’s entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Boston Proper, Inc., (“BP”), and Michael W. Tiernan and Kenneth C. Fischer, as representatives of BP shareholders and optionholders, pursuant to which Merger Corp will merge with and into BP, with BP continuing after the merger as the surviving entity and a wholly owned subsidiary of Chico’s (the “Merger”). Concurrently, Chico’s entered into a voting agreement with certain BP shareholders securing a sufficient number of votes to approve the Merger.

BP is a leading direct to consumer retailer of women’s apparel and accessories based in Boca Raton, Florida.

On or before the effective time of the Merger, each share of BP capital stock and each outstanding option to purchase BP capital stock will be converted into the right to receive cash. Total cash consideration to be paid at closing is $205 million, subject to certain adjustments, including an adjustment based on closing date working capital, net debt and closing expenses. Chico’s intends to fund the acquisition from available cash balances. Chico’s currently anticipates that this transaction will be completed in the third quarter of 2011.

The Merger contains conventional representations and warranties, covenants and indemnities. The parties have agreed to set aside in escrow an aggregate amount of $15 million of the merger consideration to secure the indemnification and other obligations of BP shareholders and certain covenants under the Merger Agreement. The parties also agreed to set aside an additional $0.5 million in a separate escrow account for shareholder representative expenses.

The consummation of the transaction contemplated by the Merger is subject to certain closing conditions, including federal government review under the Hart-Scott-Rodino Premerger Notification Act. The Merger Agreement may be terminated prior to closing pursuant to termination provisions that are typical of a transaction of this type, including the right of either party under certain circumstances to terminate the Merger Agreement if the closing has not occurred by October 15, 2011 (or if extended under certain circumstances, November 29, 2011).

The Company will file the Merger agreement as an exhibit to its Quarterly Report on Form 10-Q for the period ending July 30, 2011.

Item 8.01. Other Events.

On August 17, 2011, the Company issued a press release announcing its definitive agreement to acquire Boston Proper, Inc. A copy of the release issued on August 17, 2011 is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits:

Exhibit 99.1	Press Release of Chico’s FAS, Inc. dated August 17, 2011
EX-99.1

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.

	CHICO’S FAS, INC.
Date: August 18, 2011	By:	/s/ Pamela K. Knous
		Pamela K. Knous, Executive Vice President –
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Press Release of Chico’s FAS, Inc. dated August 17, 2011

EX-99.1

Exhibit 99.1

For Immediate Release

Executive Contact:
Robert C. Atkinson
Vice President-Investor Relations
Chico’s FAS, Inc.
(239) 274-4199

Chico’s FAS to Acquire Boston Proper

A Direct To Consumer Women’s Fashion Brand Complementary to Chico’s Existing Brands

     Fort Myers, FL - August 17, 2011 - Chico’s FAS, Inc. (NYSE:CHS) announced today a definitive agreement to acquire Boston Proper Inc., a Boca Raton, Florida based privately held direct-to-consumer retailer of distinctive women’s apparel and accessories. The $205 million transaction funded from available cash balances is expected to be immediately accretive to Chico’s earnings in its first full year of operations before giving any consideration to potential synergies. Synergy opportunities include marketing, circulation and sourcing among others.

     Commenting on the acquisition, Chico’s FAS CEO and President David Dyer said, “Boston Proper has grown and thrived by offering women daring, modern fashion with a sensual feel through compelling catalogs, direct marketing campaigns and its on-line channel. Boston Proper’s brand focus is highly complementary to our existing brands’ customer experience, adds significant volume to our direct-to-consumer channel and provides us new opportunities to grow market share. Boston Proper’s talented management team can now accelerate its strategic initiatives to grow revenues and profitability by leveraging our capabilities.”

     Dyer added, “I am also very pleased that our companies are well aligned culturally. We have a mutual focus on high quality fashion merchandise and personal service, developed by building lifetime relationships with our customers. With my ten years of experience in direct marketing — both through catalog marketing and pioneering e-commerce – with Lands’ End, I believe Boston Proper will be a terrific growth vehicle for Chico’s FAS and is a great addition to our brand portfolio of Chico’s, White House|Black Market and Soma Intimates.

     Sheryl Clark, Boston Proper’s President and CEO stated, “We are excited to become part of the Chico’s FAS family. Working closely with Dave and his management team, our focus will be to accelerate our growth by delivering more value to our customer base and attracting new customers to our brand.”

     Following the closing of the transaction, Boston Proper will operate as a stand-alone division within Chico’s FAS, under the leadership of Ms. Clark as President, who will report

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to Mr. Dyer. Michael Tiernan, former CEO and current Chairman, who began the company as an entrepreneur serving a niche market, will be retiring. Boston Proper’s operations will remain in Boca Raton for the foreseeable future.

     Boston Proper, known for its “Wear It Like No One Else” tagline, achieved net revenues of approximately $110 million for fiscal year 2010, a double-digit percentage improvement over the prior year. Boston Proper has successfully grown revenues, profits and its customer base in each of the last three years. Year-to-date, 2011 Boston Proper’s revenues have grown by approximately 13%.

     The transaction is anticipated to close within 45 days but is subject to customary closing conditions and regulatory review, including federal government review under the Hart-Scott-Rodino Premerger Notification Act. Chico’s FAS was advised on the transaction by Peter J. Solomon Company. Boston Proper was advised on the transaction by Janney Montgomery Scott.

     Chico’s FAS, Inc. will host a conference call with security analysts today, August 17, 2011, beginning at 8:30 a.m. EDT to review the announced acquisition as well as the operating results for the second quarter ended July 30, 2011. The phone number for the call is 866-843-0890 (international callers should use 412-317-9250). Interested participants should call a few minutes prior to the 8:30 a.m. start, keying in the entry number 2346490 in order to be placed in queue.

     The live call is also being webcast over the Internet by Thomson Street Events and is being delivered over their investor distribution network. Individual investors can listen to the webcast at http://www.earnings.com/. Institutional subscribers can access the webcast at http://www.streetevents.com/. The webcast will also be available at the Events Calendar page of the Chico’s FAS, Inc. corporate Web site, http://www.chicosfas.com.

ABOUT CHICO’S FAS, INC.

     The Company is a women’s specialty retailer of private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing gift items. The Company operates 1,221 specialty stores, including stores in 48 states, the District of Columbia, the U.S. Virgin Islands and Puerto Rico.

     The Chico’s brand currently operates 598 boutiques and 78 outlet stores, publishes a catalog during key shopping periods throughout the year, and conducts e-commerce at www.chicos.com.

     White House | Black Market currently operates 354 boutiques and 25 outlet stores, publishes a catalog highlighting its latest fashions and conducts e-commerce at www.whbm.com.

     Soma Intimates is the Company’s developing concept with 150 boutiques and 16 outlet stores today. Soma Intimates also publishes a catalog for its customers and conducts e-commerce at www.soma.com.

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About Boston Proper

Boston Proper is a leading direct-to-consumer retailer of women’s high-end apparel and accessories based in Boca Raton, Florida. Boston Proper provides unique, distinctive fashion designed for today’s independent, confident and active woman. The merchandise focus is about creating a daring, modern style with a sensual feel and is available exclusively through the Boston Proper catalog and website, www.bostonproper.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements contained herein, including without limitation, statements addressing the beliefs, plans, objectives, estimates or expectations of the Company or future results or events constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements involve known or unknown risks, including, but not limited to, general economic and business conditions, and conditions in the specialty retail industry. There can be no assurance that the actual future results, performance, or achievements expressed or implied by such forward-looking statements will occur. Users of forward-looking statements are encouraged to review the Company’s latest annual report on Form 10-K, its filings on Form 10-Q, management’s discussion and analysis in the Company’s latest annual report to stockholders, the Company’s filings on Form 8-K, and other federal securities law filings for a description of other important factors that may affect the Company’s business, results of operations and financial condition. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized.

For more detailed information on Chico’s FAS, Inc., please go to our corporate website, www.chicosfas.com.

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