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 28, 2005
FRED'S, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number 00-19288
Tennessee 62-0634010
(State or other jurisdiction (I. R. S. Employer
of incorporation or organization) 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
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 1.01. Entry Into Material Definitive Agreement
The Board of Directors of Fred's, Inc. (the "Company") on January 28, 2005 made
stock option grants and restricted stock awards to various named executives and
various other executives under the Company's shareholder-approved 2002 Long-Term
Incentive Plan. Under the terms of the restricted stock agreement, the awards
shall vest upon attaining a five percent (5%) operating profit margin goals
during two consecutive Company fiscal years or on the tenth (10th) anniversary
of the date of grant. The forms of the restricted stock award and stock option
grant agreements being entered into with these individuals are attached as
exhibits to this Report on Form 8-K.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
Exhibit
Number Description
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10.18 Restricted Stock Award Agreement
10.19 Incentive Stock Option Agreement
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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.
FRED'S, INC.
(Registrant)
By: /s/ Jerry A. Shore
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Jerry A. Shore,
Executive Vice President and
Chief Financial Officer
Date: January 31, 2005
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INDEX TO EXHIBITS
Exhibit
Number Description
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10.18 Restricted Stock Award Agreement
10.19 Incentive Stock Option Agreement
4