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): October 19, 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))

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EX-10.1 Employment letter agreement
EX-99.1 Press Release

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (b) On October 19, 2007, Chico’s FAS, Inc., a Florida corporation (the “Company”), announced that, consistent with his previously announced intention, Charles J. Kleman, the Company’s Executive Vice President, Chief Financial Officer, Treasurer and member of its Board of Directors will resign from each of these positions, effective as of November 5, 2007, the date on which a successor chief financial officer will be taking office, as described below. The vacancy created by Mr. Kleman’s resignation from the Board of Directors will not be filled and the number of Board seats will be reduced from nine to eight, effective on November 5, 2007.

     (c) In conjunction with Mr. Kleman’s resignation, the Company announced that Kent A. Kleeberger, 55, would join the Company on or about November 5, 2007 as its new Executive Vice President-Chief Financial Officer and Treasurer. From 2004 through October 2007, Mr. Kleeberger was the Chief Financial Officer for Dollar Tree Stores, Inc. From 1998 to 2004, Mr. Kleeberger served in numerous capacities for Too, Inc., now known as Tween Brands, Inc., culminating in his appointment as Executive Vice President, Chief Operating Officer, Chief Financial Officer, Secretary and Treasurer. Prior to that, Mr. Kleeberger served in various financial positions with The Limited, Inc. Mr. Kleeberger also serves on the Board of Directors of Shoe Carnival, Inc.

     There is no arrangement or understanding between Mr. Kleeberger and any other persons pursuant to which Mr. Kleeberger was selected as an officer. Neither Mr. Kleeberger nor any related person of Mr. Kleeberger has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party. Mr. Kleeberger is not related to any of the executive officers or directors of the Company.

     The Company has entered into a letter agreement with Mr. Kleeberger, which provides for an annual salary and certain other benefits. Mr. Kleeberger is expected to commence his employment on or about November 5, 2007 (although the letter agreement contemplated a start date of November 1, 2007, the Company and Mr. Kleeberger subsequently orally agreed that he would start on November 5, 2007). Pursuant to the letter agreement, Mr. Kleeberger’s base salary is $550,000 and is subject to annual increases as set from time to time by the Company’s Board of Directors. Upon commencement of employment, Mr. Kleeberger will be awarded a sign-on bonus of $200,000, which is subject to repayment if Mr. Kleeberger voluntarily resigns from the Company within 12 months of his start date. Additionally, on the first day of the window period following Mr. Kleeberger’s commencement of employment, Mr. Kleeberger will be awarded 40,000 nonqualified stock options (with an exercise price equal to the fair market value of the stock on the date of the award and vesting in equal annual amounts over a period of three years) and 25,000 shares of restricted stock (vesting in equal annual amounts over a period of three years). Mr. Kleeberger is also eligible for an annual bonus under the Company’s Cash Bonus Incentive Plan ranging from 0% to 140% of his base salary, if earned, with minimum guaranteed bonuses equal to 60% of the base salary he earns from the date he commences employment through the end of fiscal 2007 and 60% of the base salary he earns during the first 6 months of fiscal 2008. Under the terms of the letter agreement, the Company contracted to employ Mr. Kleeberger for no specified employment term, but if employment is terminated at any time without good cause, Mr. Kleeberger would be entitled to receive benefits, including among other benefits, continuation of base salary for 12 months as described in the Company’s recently adopted Executive Severance Plan.

     The foregoing description of the letter agreement is not complete and is qualified in its entirety by reference to the full text of such agreement.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits:
Exhibit 10.1 Employment letter agreement between the Company and Kent A. Kleeberger
Exhibit 99.1 Chico’s FAS, Inc. Press Release dated October 19, 2007

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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: October 22, 2007	By:	/s/ Michael J. Kincaid
		Michael J. Kincaid, Senior Vice President —
		Finance and Chief Accounting Officer and Assistant Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 10.1	Employment letter agreement between the Company and Kent A. Kleeberger
Exhibit 99.1	Chico’s FAS, Inc. Press Release dated October 19, 2007

EX-10.1

Exhibit 10.1

October 8, 2007

VIA FEDERAL EXPRESS

Mr. Kent Kleeberger
616 South Atlantic Avenue
Virginia Beach, VA 23451

Dear Kent:

Chico’s is very pleased to offer you the opportunity to join our organization. We believe that you can make a tremendous impact on our organization and look forward to the chance to work with you. As one of the top specialty retailers we offer tremendous opportunity for personal and professional growth. Please let this letter serve as an offer to join Chico’s FAS, Inc. and your acceptance of that offer. The following will outline the specifics:

Title:	EVP/Chief Financial Officer & Treasurer
Reporting to:	Chief Executive Officer
Base Salary:	$550,000.00 annually
Start Date:	November 1, 2007
Incentive Bonus:	Range: 0% -140% of base salary earned during the semi-annual bonus period, which is contingent upon the achievement of corporate targets; paid semi-annually (generally in September and March). Incentive bonus is guaranteed at 60% of base salary earned during the fall season 2007 bonus period and guaranteed at 60% of base salary earned during the spring 2008 bonus period. Our two semi-annual bonus periods are February thru July and August thru January.
Sign on Bonus:	$200,000.00, less applicable taxes to be paid to you within 30 days of reporting to work at Chico’s. You agree to repay this entire amount within 60 days if you voluntarily leave Chico’s within 12 months of your start date.
Stock Options:	A one-time grant of 40,000 non-qualified stock options at Fair Market Value granted on the first day of the open window period immediately following your date of hire (December 7, 2007). These options will vest over a three-year period with one-third vesting each year. You will be eligible for additional grants in March.

Chico’s Fas, Inc. • 11215 Metro Parkway • Fort Myers, Florida 33966 • (239) 277-6200

Restricted Stock:	A one-time grant of 25,000 shares of restricted stock granted on the first day of the open window period immediately following your date of hire (December 7, 2007). These shares will vest over a three-year period with one-third vesting each year. You will be eligible for additional grants in March.
Severance:	If we terminate your employment without cause, we will continue to pay you your base salary for a period of twelve months following the date of termination. In general terms, cause shall mean any action or inaction by you that causes the company substantial harm.
Time Off:	You will eligible for 5 days of PTO for 2007 and 20 PTO days per calendar year starting in 2008.
Annual Review:	Merit reviews and equity grants for officers are considered at the end of the fiscal year, and issued in March of each year.

You will also be eligible to participate in Chico’s FAS, Inc. comprehensive benefits program outlined below:

Group Insurance Plan:	Medical/Dental/Vision Chico’s will reimburse you for COBRA premiums on medical insurance, if applicable, until you are eligible for the Chico’s medical insurance. If you elect not to enroll in the Chico’s program when eligible, reimbursement for COBRA payments will cease.
	Eligibility Date: first day of the month after 60 days of employment
Life Insurance:	Chico’s provides term insurance equal to 1x your base salary; in addition Chico’s provides accidental death and dismemberment insurance equal to 1x your base salary. Supplemental insurance is available for purchase.
	Eligibility Date: first day of the month after 60 days of employment
401(k) Plan:	Eligible deferral of 1-100% of your compensation (subject to an IRS maximum), with a match of 50% of the first 6% of compensation you defer. You will be able to roll over existing qualified funds immediately.
	Eligibility Date: first quarter after 12 months of employment
Deferred Compensation Plan:	As an officer of Chico’s, you will be immediately eligible to participate in the Chico’s Deferred Compensation Plan for the remainder of calendar year 2007. You will have the opportunity to defer pre-tax compensation (less applicable FICA/Medicare tax withholding). You may defer up to 80% of your base salary and up to 100% of your semi-annual bonus.

Stock Purchase Plan:	Opportunity to purchase Chico’s stock directly from the company, two times a year, in March and September.
	Eligibility Date: March 2009
Relocation:	In order to ensure a successful relocation, Chico’s FAS, Inc. will provide the relocation assistance outlined in the attached Chico’s Tier I Relocation Program.

In addition to your CFO & Treasurer responsibilities, the Strategic Planning for FY09 and Financial Planning & Analysis responsibilities can be assumed immediately. Additional operations responsibility will be reviewed and considered within your first year, based upon your performance.

Please indicate your acceptance of our offer by signing below and returning to my attention by a confidential fax at 239-274-4284. By signing this letter you warrant that you are not a party to any agreement that would bar or limit the scope of your employment with Chico’s FAS, Inc.

Kent, we are looking forward to having you on our Chico’s team. Let me be the first to welcome you aboard! We are sure you will find it a challenging and rewarding experience.

If you have any questions, please feel free to call me at 239-274-4145.

Regards,

Scott A. Edmonds,
President
Chief Executive Officer

Accepted by:
	10-17-07
Kent Kleeberger	Date

EX-99.1

EXHIBIT 99.1

Chico’s FAS, Inc. • 11215 Metro Parkway • Fort Myers, Florida 33966 • (239) 277-6200 • Fax: (239) 277-5237

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 FAS, Inc. Announces the Appointment of Kent A.
Kleeberger as Chief Financial Officer and Treasurer

     Fort Myers, FL — October 19, 2007 — Chico’s FAS, Inc. (NYSE: CHS) today reported that Kent A. Kleeberger will join the Company as Executive Vice President—Chief Financial Officer and Treasurer, replacing Charles J. Kleman. Mr. Kleman, who previously announced that he would be retiring from his duties as CFO and Board member after 18 years of service, is expected to remain with the Company. Mr. Kleeberger is expected to start with the Company on or about November 5, 2007.

     From 2004 through October 2007, Mr. Kleeberger was the Senior Vice President—Chief Financial Officer for Dollar Tree Stores, Inc. From 1998 to 2004, he served in numerous capacities for Too Inc., now known as Tween Brands, Inc., culminating in his appointment as Executive Vice President, Chief Operating Officer, Chief Financial Officer, Secretary, and Treasurer. Prior to that, Mr. Kleeberger served in various financial positions with The Limited, Inc. Mr. Kleeberger also serves on the Board of Directors of Shoe Carnival, Inc.

     Scott A. Edmonds, Chico’s President, CEO, and Chairman, commented, “I am delighted to welcome Kent to the Chico’s family. Kent’s broad financial and operational experience will add significant strength and experience to our management team. I expect Kent will play an integral role in contributing to the Company’s continued growth.”

     The Company is a specialty retailer of private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing gift items. The Company operates 987 women’s specialty stores, including stores in 48 states, the District of Columbia, the U.S. Virgin Islands and Puerto Rico operating under the Chico’s, White House | Black Market and Soma Intimates names. The Company has 583 Chico’s front-line stores, 36 Chico’s outlet stores, 283 White House | Black Market front-line stores, 19 White House | Black Market outlet stores, 65 Soma Intimates front-line stores and 1 Soma Intimates 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

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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

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