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): March 14, 2006

 

 

Citi Trends, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

333-123028

 

52-2150697

 

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

 

102 Fahm Street, Savannah, Georgia

31401

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (912) 236-1561

 

Former name or former address, if changed since last report: Not applicable

 

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):

 

[   ] 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 March 14, 2006, Citi Trends, Inc., a Delaware corporation (the “Company”), issued a press release reporting its financial results for the thirteen and fifty-two weeks ended January 28, 2006 (the “Earnings Announcement”). A copy of the Earnings Announcement is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and the contents of which are incorporated herein solely for purposes of this Item 2.02 disclosure. On March 14, 2006, the Company held a conference call to discuss its financial results for the thirteen and fifty-two weeks ended January 28, 2006. A transcript of that conference call is attached to this Current Report as Exhibit 99.2.

The information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing.

Item 7.01. Regulation FD Disclosure.

A copy of the Earnings Announcement is being furnished by being attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.

Description

 

99.1

Press Release dated March 14, 2006

 

99.2

Transcript of conference call held by Citi Trends, Inc. on March 14, 2006

 

 

 

 

 


 

SIGNATURE

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 thereunto duly authorized.

 

 

CITI TRENDS, INC.

 

 

 

Date: March 20, 2006

 

 

By: /s/ Thomas W. Stoltz                                        

Name: Thomas W. Stoltz

Title: Chief Financial Officer

 

 

 

 


 

 

 

Exhibit Index

 

 

Exhibit No.

Description

 

 

99.1

Press Release dated March 14, 2006

 

 

99.2

Transcript of conference call held by Citi Trends, Inc. on March 14, 2006