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): February 8, 2007

Chico’s FAS, Inc.

(Exact Name of Registrant as Specified in its Charter)

Florida
(State or Other Jurisdiction of Incorporation)

0-21258	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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On February 8, 2007, Chico’s FAS, Inc. (the “Company”) issued a press release announcing that Charles J. Kleman, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, has informed the Company of his plan to step down from his officer and director positions with the Company. Mr. Kleman will continue with his current duties and will remain in his officer positions and on the Company’s Board of Directors until a new Chief Financial Officer and Treasurer is appointed.

     A copy of the press release issued on February 8, 2007 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     Chico’s FAS, Inc. Press Release dated February 8, 2007

2

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: February 8, 2007	By:	/s/ Michael J. Kincaid
		Michael J. Kincaid, Senior Vice President —
		Finance and Chief Accounting Officer and Assistant Secretary

3

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Chico’s FAS, Inc. Press Release dated February 8, 2007

4

EX-99.1

Exhibit 99.1

For Immediate Release

Executive Contacts:
Charles J. Kleman	F. Michael Smith
Executive Vice President	Vice President
Chief Financial Officer	Investor and Community Relations
Chico’s FAS, Inc.	Chico’s FAS, Inc.
(239) 274-4105	(239) 274-4797

Chico’s CFO Charles Kleman Announces Intention to Step
Down from CFO Position; Chico’s Announces National
Search to Begin

Kleman to Stay on as CFO and Board Member until Successor is Named

     Fort Myers, FL - February 8, 2007 - Chico’s FAS, Inc. (NYSE: CHS) today reported that Charles J. Kleman has announced his plan to step down from his position as the Company’s Executive Vice President—Chief Financial Officer and Treasurer. Mr. Kleman intends to remain fully engaged with his current duties and as a member of the Board of Directors until a new CFO and Treasurer is appointed by the Board and he has committed to ensure a successful transition. Consistent with carrying out this succession, the Company announced that it will immediately begin a national search for Mr. Kleman’s successor and that it has engaged a national search firm for this purpose.

     Mr. Kleman indicated his further intent to remain with Chico’s following the identification and appointment of his successor, continuing his work in the areas of Investor Relations and financial modeling. Mr. Kleman will also chair Chico’s Charities, Inc., the charitable organization that was established last year by the Company.

     Charles J. Kleman commented, “It has been a pleasure to work with everyone in the Chico’s family as CFO for the past 18 plus years and I am gratified to be part of the team that has accomplished so much over my time here, as we moved from a struggling, small retailer in the 80’s and 90’s to a public company that prides itself on creating a work environment promoting honesty, ethics and treatment of every employee and customer with respect and fairness. My time here has been the most rewarding period of my professional career.”

     Mr. Kleman continued, “This Company has ambitions that, frankly, could benefit from executive skills that I’m not necessarily in a position to bring to the table. On the other hand, I’m certainly not ready to retire and I am thrilled that, following the appointment of my successor, the Company is willing to assign to me responsibilities within the Chico’s organization that will enable me to help assure we maintain the culture that we have so carefully nurtured.”

     Scott A. Edmonds, President & CEO, commented, “After more than 18 years of dedicated service, Charlie Kleman has decided it is time for someone new to take on the role of our CFO. There is simply no way to describe what Charlie has meant to the Chico’s organization. He has been instrumental in creating our unique culture and will always by a part of the Company’s DNA. I am delighted that Charlie has agreed that, after his successor takes over, he will remain actively

Page 1 of 2

involved with Chico’s by continuing his great work in a number of key areas. Charlie knows this Company probably better than anyone. I can assure you that I will continue to look to Charlie for his guidance and direction and to help me to maintain the core values and unique culture our Company has created over the years.”

     Mr. Edmonds continued, “We will immediately begin a national search for the next world class CFO who can strategically support our long term future growth initiatives.”

     The Company is a specialty retailer of private label, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing gift items. The Company operates 920 women’s specialty stores, including stores in 47 states, the District of Columbia, the U.S. Virgin Islands and Puerto Rico operating under the Chico’s, White House | Black Market, Soma by Chico’s and Fitigues names. The Company has 554 Chico’s front-line stores, 34 Chico’s outlet stores, 254 White House | Black Market front-line stores, 16 White House | Black Market outlet stores, 52 Soma by Chico’s stores, 9 Fitigues front-line stores and 1 Fitigues outlet store.

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, please call (877) 424-4267 to listen to the Company’s monthly
sales information and investor relations line

A copy of a slide show addressing the Company’s recent financial results and current plans
for expansion is available on the Company’s website at http://www.chicos.com in the
investor relations section under Our Company

Additional investor information on Chico’s FAS, Inc. is available free of charge on the Company’s
website at http://www.chicos.com in the investor relations section under Our Company

Page 2 of 2