UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q/A
Amendment
No.1
(Mark
One)
(X)
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Quarterly
report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of
1934
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For
the quarterly period ended August 2, 2008
OR
(
)
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Transition
report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of
1934
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Commission
File Number: 0-25464
DOLLAR
TREE, INC.
(Exact
name of registrant as specified in its charter)
Virginia
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26-2018846
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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500
Volvo Parkway
Chesapeake,
Virginia 23320
(Address
of principal executive offices)
Telephone
Number (757) 321-5000
(Registrant's
telephone number, including area code)
Indicate
by check mark whether Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
(X)
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Accelerated
filer ( )
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Non accelerated filer
( )
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Smaller
reporting company ( )
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
As of
September 2, 2008, there were 90,426,246 shares of the Registrant’s Common Stock
outstanding.
Explanatory
Note
Dollar
Tree, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A to
amend its quarterly report on Form 10-Q for the quarterly period ended August 2,
2008, as filed with the Securities and Exchange Commission on September 10, 2008
(the “Original Filing”). The Company is filing this amendment to its
Original Filing to correct the dates in the Certifications required under
Section 906 of the Sarbanes-Oxley Act of the Chief Executive Officer and the
Principal Financial Officer, filed as Exhibits 32.1 and 32.2 in the Original
Filing. The Certifications in the Original Filing stated that they
were for the Quarterly Report of Dollar Tree, Inc. on Form 10-Q for the quarter
ending May 3, 2008. This Amendment No. 1 changes those Exhibits to
state that these certifications are for the Quarterly Report of Dollar Tree,
Inc. on Form 10-Q for the quarter ended August 2, 2008.
Except as
indicated above, no other information in the Original Filing is amended by this
Form 10-Q/A Amendment No. 1. In addition, this Amendment No. 1 does
not otherwise update information in the Original Filing to reflect facts or
events occurring subsequent to the date of the Original Filing.
PART
II. OTHER INFORMATION
Item 6.
EXHIBITS.
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3.1
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Articles
of Incorporation of Dollar Tree, Inc. (the Company) (as Amended, effective
June 23, 2008) (Exhibit 3.1 to the Company’s June 19, 2008 Report on Form
8-K, incorporated herein by this
reference)
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3.2
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Bylaws
of the Company, as amended (Exhibit 3.2 to the Company’s June 19, 2008
Report on Form 8-K, incorporated herein by this
reference)
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10.1
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Amendments
to the Assumed Incentive Plans of the Company (Exhibit 10.1 to the
Company’s June 19, 2008 Report on Form 8-K, incorporated herein by this
reference)
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10.2
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Fourth
Amendment to the 2004 Executive Officer Equity Plan (Exhibit 10.2 to the
Company’s June 19, 2008 Report on Form 8-K, incorporated herein by this
reference)
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10.3
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Third
Amendment to the 2004 Executive Officer Cash Bonus Plan (Exhibit 10.3 to
the Company’s June 19, 2008 Report on Form 8-K, incorporated herein by
this reference)
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31.
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Certifications
required under Section 302 of the Sarbanes-Oxley
Act
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31.1
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Certification
required under Section 302 of the Sarbanes-Oxley Act of Chief Executive
Officer
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31.2
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Certification
required under Section 302 of the Sarbanes-Oxley Act of Principal
Financial Officer
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32. Certifications
required under Section 906 of the Sarbanes-Oxley Act
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32.1
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Certification
required under Section 906 of the Sarbanes-Oxley Act of Chief Executive
Officer
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32.2
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Certification
required under Section 906 of the Sarbanes-Oxley Act of Principal
Financial Officer
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
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DOLLAR
TREE, INC.
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Date:
November 21, 2008
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By:
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/s/ Kathleen E.
Mallas
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Kathleen
E. Mallas
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Vice
President - Controller
(Principal
Financial
Officer)
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