UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 17, 2008
FREDS, INC.
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(Exact Name of Registrant as Specified in Charter)
Commission File Number 001-14565
Tennessee 62-0634010
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
4300 New Getwell Road, Memphis, Tennessee 38118
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(Address of principal executive offices)
(901) 365-8880
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Registrant's telephone number, including area code
Not Applicable
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(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:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| 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.
In August 2007, Fred's, Inc. appointed Bruce A. Efird (age 48)
President of the Company. Efird joined the Company on September 22, 2007, and on
January 17, 2008, the Company finalized his employment agreement. The initial
term of the employment agreement is two years commencing on September 22, 2007,
with automatic extensions of one-year periods thereafter unless either party
shall have given to the other written notice of termination.
Efird's annual base salary is $595,000 and he is eligible to receive an
incentive bonus of 40% to 100% of this amount. He also is entitled to receive
certain stock options and a grant of restricted common stock, relocation
assistance, and other customary employment benefits. His agreement also imposes
various obligations upon the Company in the event of certain changes in the
circumstances of Mr. Efird's employment at the Company.
From October 2005 until August 2007, Efird was Executive Vice
President-Merchandising for Meijer, Inc., a leading supercenter retailer in the
Midwest with more than $13 billion in sales. There he was responsible for all
merchandising functions, including softlines, home furnishings, drugstore,
general merchandise, groceries and perishables. He also was in charge of
marketing and advertising functions as well as pricing and e-commerce for the
chain's 179 stores across a five-state area. From 1997 until October 2005, Efird
was with Bruno's Supermarkets, Inc. in Birmingham, Alabama, and served as Senior
Vice President of Merchandising from 1999 through 2003 and Executive Vice
President/General Manager thereafter.
There were no arrangements or understandings between Efird and any
other person pursuant to which he was selected as an officer. There also are no
family relationships between Efird and any director or executive officer of the
Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Employment contract of Bruce A. Efird dated January 17,
2008.
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.
FRED'S, INC.
(Registrant)
Date: March 24, 2008 By: /s/ Jerry A. Shore
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Jerry A. Shore
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit(s)
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99.1 Employment contract of Bruce A. Efird dated January 17, 2008.