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): August 27, 2007
FREDS, INC.
(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
Registrant's telephone number, including area code
Not Applicable
(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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 29, 2007, Fred's, Inc. issued a press release announcing its
financial results for the second quarter and six months ended August 4, 2007.
ITEM 8.01. OTHER EVENTS.
Also on August 27, 2007, the Company's Board of Directors authorized a
share repurchase plan allowing for the repurchase of up to four million shares
of Fred's common stock, from time to time in open-market or negotiated
transactions. The repurchase authorization represents approximately 10% of the
Company's 40.1 million shares currently outstanding.
A copy of the press release announcing these events is furnished as Exhibit
99.1 to this report and is incorporated herein by reference. The information in
this report, including the exhibit attached hereto, is furnished pursuant to
Item 2.02 and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Press Release issued by Fred's, Inc., dated August 29, 2007.
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: August 29, 2007 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 Copy of press release issued by Fred's, Inc. on August 29, 2007.