form8kdec22009.htm
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) December 2, 2009
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CHARMING SHOPPES, INC.
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(Exact
name of registrant as specified in its
charter)
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PENNSYLVANIA
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000-07258
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23-1721355
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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3750 STATE ROAD, BENSALEM,
PA
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19020
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (215)
245-9100
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NOT APPLICABLE
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(Former
name or former address, if changed since last
report.)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02. Results of Operations and Financial Condition.
On
December 2, 2009 we issued a press release reporting, among other things, our
sales and operating results for the three and nine month periods ended October
31, 2009. The press release is attached as Exhibit 99.1 to this report.
The press
release contains certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 concerning our operations,
performance, and financial condition. Such forward-looking statements
are subject to various risks and uncertainties that could cause actual results
to differ materially from those indicated. Such risks and
uncertainties may include, but are not limited to: the failure to realize the
benefits from the sale of our credit card program to, and the operation of our
credit card program by, our third-party provider; the failure to implement our
business plan for increased profitability and growth in our retail stores and
direct-to-consumer segments; the failure to effectively implement our plans for
a new organizational structure and enhancements in our merchandise and
marketing; the failure to effectively implement our plans for the transformation
of our brands to a vertical specialty store model; the failure to continue
receiving financing at an affordable cost through the availability of credit we
receive from our bankers, suppliers and their agents; the failure to effectively
implement our planned consolidation, cost and capital budget reduction plans,
and store closing plans; the failure to achieve increased profitability through
the adoption by our brands of a vertical specialty store model; the failure to
achieve improvement in our competitive position; the failure to maintain
efficient and uninterrupted order-taking and fulfillment in our
direct-to-consumer business; changes in or miscalculation of fashion trends;
extreme or unseasonable weather conditions; economic downturns; escalation of
energy costs; a weakness in overall consumer demand; the failure to find
suitable store locations; increases in wage rates; the ability to hire and train
associates; trade and security restrictions and political or financial
instability in countries where goods are manufactured; the interruption of
merchandise flow from our centralized distribution facilities; competitive
pressures; and the adverse effects of natural disasters, war, acts of terrorism
or threats of either, or other armed conflict, on the United States and
international economies. These, and other risks and uncertainties,
are detailed in our filings with the Securities and Exchange Commission,
including our Annual Report on Form 10-K for the fiscal year ended January 31,
2009, our report on Form 8-K dated June 19, 2009, our Quarterly Reports on Form
10-Q and our other filings with the Securities and Exchange
Commission. We assume no duty to update or revise our forward-looking
statements even if experience or future changes make it clear that any projected
results expressed or implied therein will not be realized.
In
accordance with general instruction B.2 to Form 8-K, the information included in
this Item 2.02, and the exhibits attached hereto, shall be deemed to be
“furnished” and shall not be deemed to be “filed” with the Securities and
Exchange Commission for purposes of Section 18 of the Securities Exchange Act of
1934, as amended.
Item
9.01. Financial Statements and Exhibits.
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.
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CHARMING SHOPPES, INC.
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(Registrant)
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Date: December
2, 2009
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/S/ ERIC M. SPECTER
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Eric
M. Specter
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Executive
Vice President
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Chief
Financial Officer
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EXHIBIT
INDEX