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): January 29, 2009

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 2.05. Costs Associated with Exit or Disposal Activities.
	Item 2.06. Material Impairments.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EX-99.1

Item 2.05. Costs Associated with Exit or Disposal Activities.

     On January 27, 2009, Chico’s FAS, Inc. (the “Company”) committed to certain expense reduction programs, which includes the elimination of approximately 180 positions, or approximately 11% of the headquarters employee base. The workforce reduction results from the Company’s ongoing review of its cost structure in light of continued deterioration in the macroeconomic environment impacting the retail industry. The workforce reduction action was accomplished on January 29, 2009.

     The Company expects to record after-tax charges of approximately $2.9 million during the fourth quarter of fiscal 2008 ending January 31, 2009 to cover personnel separation costs in connection with the workforce reduction. The Company expects this workforce reduction to reduce payroll and related benefit expenses for the Company by approximately $15 million over the next 12 months.

     Information regarding these expense reduction actions is included in the January 29, 2009 press release attached hereto as Exhibit 99.1.

Item 2.06. Material Impairments.

     Furthermore, on January 28, 2009, the Company concluded that a charge for impairment of goodwill and impairment associated with underperforming stores would need to be recorded in its financial results for the fourth quarter of fiscal 2008 ending January 31, 2009. The Company currently anticipates the non-cash impairment charges, net of tax benefit, based upon unaudited, preliminary year-end estimates, to be in the range of $11.0 million to $14.0 million related to goodwill and $7.0 million to $9.0 million related to the underperforming stores.

     The non-cash impairment charge for goodwill impairment is primarily a result of the Company’s analysis of goodwill associated with the 2007 acquisition of twelve Minnesota franchise stores and the non-cash impairment charge associated with underperforming stores results from the Company’s ongoing analysis of historical and projected individual store performance. The conclusion of this analysis may result in the eventual closing of as many as 25 stores.

     Information regarding these non-cash impairment charges is included in the January 29, 2009 press release attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

     (d)     Exhibits:

     Exhibit 99.1 Chico’s FAS, Inc. Press Release dated January 29, 2009

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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: January 29, 2009	By:	/s/ Kent A. Kleeberger
		Kent A. Kleeberger, Executive Vice President —
		Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Chico’s FAS, Inc. Press Release dated January 29, 2009

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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 Announces Expense Reduction Actions
And Non-Cash Impairment Charges

     Fort Myers, FL - January 29, 2009 - Chico’s FAS, Inc. (NYSE: CHS) announced today additional expense reduction programs that will include the elimination of approximately 180 positions, or approximately 11% of the headquarters employee base. This workforce reduction is expected to reduce payroll and related benefit expenses for the Company by approximately $15 million over the next twelve months. This event now increases the Company’s targeted expense savings goal for 2009 from $25 million to a range of $35 to $40 million. The Company also said it would recognize in its fiscal fourth quarter 2008 financial results, certain non-cash impairment charges net of tax benefit, based upon unaudited, preliminary year end estimates that are anticipated to be in the range of $11.0 million to $14.0 million related to goodwill and $7.0 million to $9.0 million covering certain underperforming stores.

     “Chico’s FAS has tremendous potential and a bright future, but like the rest of our industry, faces the challenges of one of the toughest economic environments in recent retailing history,” said David Dyer, President and Chief Executive Officer. “Accordingly, it is more critical than ever for us to operate as efficiently as possible, while taking every measure to preserve and build upon the great customer loyalty our brands enjoy and the ability to implement fresh ideas and new product offerings that will help us improve performance. As difficult as these actions are, we believe that with our three strong brands, our continuing efforts to enhance the fashion content we offer our customers coupled with the strength of our balance sheet, will enable us to emerge from this difficult period well positioned for growth and capable of delivering increased shareholder value.”

     In connection with these workforce reductions, which were accomplished today, the Company will record an after-tax charge of approximately $2.9 million in its fourth quarter ending January 31, 2009 to cover personnel separation costs. This amount coupled with the CEO separation agreement, previously disclosed on January 8, 2009, brings the total separation costs to be recorded in the fourth quarter to approximately $6.3 million, net of tax benefit.

     The non-cash impairment charges are primarily a result of the Company’s analysis of goodwill associated with the 2007 acquisition of twelve Minnesota franchise stores, while the impairment charge on underperforming stores results from the Company’s ongoing analysis of historical and projected individual store performance. The conclusion of this analysis may result in the eventual closing of as many as 25 stores.

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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 1,076 women’s specialty stores, including stores in 49 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 619 Chico’s front-line stores, 41 Chico’s outlet stores, 328 White House | Black Market front-line stores, 17 White House | Black Market outlet stores, 70 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 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

Additional investor information on Chico’s FAS, Inc. including a presentation summarizing the Company’s
recent financial results is available on the Company’s website at http://www.chicosfas.com

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