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): June 8, 2004
Fred's, Inc.
(Exact name of registrant as specified in its charter)
Tennessee 00-19288 62-0634010
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4300 New Getwell Road, Memphis, TN 38118
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (901) 365-8880
Item 5. Other Events.
On June 8, 2004, Fred's Inc. (the "Company") determined that is was in the best
interest of the Company and its shareholders to revise the form of the Company's
2004 Employee Stock Purchase Plan (the "Plan") to be presented to its
shareholders to reduce the aggregate number of shares of Common Stock, no par
value, to be made available under the Plan. The Plan had previously provided
that the shares of Common Stock that could be sold pursuant to Purchase Rights
granted under the Plan would not exceed in the aggregate one million (1,000,000)
shares of Common Stock, plus an annual increase to be added on the first day of
each calendar year, commencing on January 1, 2005 and ending on (and including)
January 1, 2014, equal to the least of (i) two percent (2%) of the shares of
Common Stock outstanding on each January 1 (rounded down to the nearest whole
share and calculated on a fully diluted basis, that is assuming the exercise of
all outstanding stock options and warrants to purchase shares of Common Stock);
(ii) five hundred thousand (500,000) shares of Common Stock; or (iii) such
number of shares of Common Stock as determined by the Board, which number shall
be less than each of (i) and (ii). As revised, the Plan will provide that the
shares of Common Stock that may be sold pursuant to Purchase Rights granted
under the Plan shall not exceed in the aggregate one million (1,000,000) shares
of Common Stock, plus an annual increase to be added on the first day of each
calendar year, commencing on January 1, 2005 and ending on (and including)
January 1, 2009, equal to the least of (i) one percent (1%) of the shares of
Common Stock outstanding on each January 1 (rounded down to the nearest whole
share and calculated on a fully diluted basis, that is assuming the exercise of
all outstanding stock options and warrants to purchase shares of Common Stock);
(ii) five hundred thousand (500,000) shares of Common Stock; or (iii) such
number of shares of Common Stock as determined by the Board, which number shall
be less than each of (i) and (ii). In addition, the revised Plan will provide
that in no event shall the cumulative number of shares of Common Stock that may
be sold pursuant to the Purchase Rights granted under the Plan exceed three
million five hundred thousand (3,500,000) shares of Common Stock. The Company
believes that this change is in the best interest of the shareholders as the
Plan, as revised, will be less dilutive. The revised Plan, which will be voted
upon by the shareholders of the Company at the Annual Meeting being held on June
16, 2004, was attached as Appendix D to the Company's Proxy Statement dated May
21, 2004.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No. Description
------- -----------
4 Form of Revised Section 4 of the Fred's Inc. 2004 Employee Stock
Purchase Plan
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.
By: /s/ Jerry A. Shore
---------------------------
Its: Executive Vice President and
Chief Financial Officer
Date: June 8, 2004
INDEX TO EXHIBITS
Exhibit
No. Description
------- -----------
4 Form of Revised Section 4 of the Fred's Inc. 2004 Employee Stock
Purchase Plan
FORM OF REVISED SECTION 4 OF THE FRED'S, INC.
2004 EMPLOYEE STOCK PURCHASE PLAN
Section 4 of the Fred's Inc. 2004 Employee Stock Purchase Plan (the "Plan")
has been revised to read as follows in the form of Plan to be voted upon by the
shareholders on June 16, 2004:
4. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.
(a) Subject to the provisions of Section 14 relating to
adjustments upon changes in stock, the shares of Common Stock
that may be sold pursuant to Purchase Rights granted under the
Plan shall not exceed in the aggregate one million (1,000,000)
shares of Common Stock, plus an annual increase to be added on
the first day of each calendar year, commencing on January 1,
2005 and ending on (and including) January 1, 2009, equal to
the least of (i) one percent (1%) of the shares of Common
Stock outstanding on each January 1 (rounded down to the
nearest whole share and calculated on a fully diluted basis,
that is assuming the exercise of all outstanding stock options
and warrants to purchase shares of Common Stock); (ii) five
hundred thousand (500,000) shares of Common Stock; or (iii)
such number of shares of Common Stock as determined by the
Board, which number shall be less than each of (i) and (ii).
If any Purchase Right granted under the Plan shall for any
reason terminate without having been exercised, the shares not
purchased under such Purchase Right shall again become
available for issuance under the Plan. In no event shall the
cumulative number of shares of Common Stock that may be sold
pursuant to the Purchase Rights granted under the Plan exceed
three million five hundred thousand (3,500,000) shares of
Common Stock.
(b) The shares of Common Stock subject to the Plan may be
unissued shares or shares that have been bought on the open
market at prevailing market prices or otherwise.
All other provisions of the Plan not inconsistent herewith are hereby confirmed
and ratified.