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): February 16, 2009
FREDS, INC.
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(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
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Registrant's telephone number, including area code
Not Applicable
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(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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS.
On February 16, 2009, Fred's entered into an Amendment to Employment
Agreement with Bruce A. Efird, amending his Employment Agreement dated December
22, 2008. The purpose of the amendment was to make certain modifications to
Provision 1 to change the commencement date to: "from and after February 2, 2009
(the "Initial Term")..."; and to change the first sentence of Provision 2 to
read as follows: "Executive agrees to serve as Company's "Chief Executive
Officer and President during the term..." The amendment is deemed effective as
of February 2, 2009. A copy of the Amendment to the Employment Agreement for Mr.
Efird is attached hereto as Exhibit 10.1, and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Amendment to Employment Agreement, dated February 16, 2009, by
and between Fred's and Bruce A. Efird.
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: February 20, 2009 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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10.1 Amendment to Employment Agreement, dated February 16, 2009,
by and between Fred's and Bruce A. Efird.