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 2, 2006 REX STORES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-09097 31-1095548 (State or other jurisdiction (Commission File No.) (IRS Employer Identification No.) of incorporation) 2875 Needmore Road, Dayton, Ohio 45414 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (937) 276-3931 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 8.01 Other Events. On June 8, 2006, REX Stores Corporation (the "Company"), through a wholly owned subsidiary, entered into an agreement to invest $16 million in a limited liability company that intends to construct and, subsequently, operate an ethanol producing facility. The equity investment is expected to occur before December 31, 2006, subject to the limited liability company obtaining additional financing and certain other conditions. On June 2, 2006, the Company's contingent agreement to invest $7.5 million in a limited liability company organized to construct and, subsequently, operate an ethanol producing facility was cancelled by mutual agreement. The Company also cancelled the $7.5 million irrevocable letter of credit to secure the Company's obligation to fund the equity investment. The Company has no further commitment to fund this investment. 2 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. REX STORES CORPORATION Date: June 9, 2006 By: /s/ DOUGLAS L. BRUGGEMAN ------------------------ Name: Douglas L. Bruggeman Title: Vice President-Finance, Chief Financial Officer and Treasurer 3