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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): September 14, 2020

 

Citi Trends, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-51315   52-2150697
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

104 Coleman Boulevard, Savannah, Georgia   31408
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (912) 236-1561

 

Former name or former address, if changed since last report: Not applicable

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value CTRN Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company      ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ¨

 

 

 

 

 

 

Item 8.01.Other Events.

 

On September 14, 2020, Citi Trends, Inc. (the “Company”) issued a press release to provide a business update. The Company announced that it has fully repaid the $41.6 million of borrowings that were outstanding under its revolving credit facility and reaffirmed its previously announced financial guidance for fiscal 2020 third quarter.

 

The Company also announced the reinstatement of its previously authorized share repurchase program to repurchase up to $30 million of its common stock (the “Share Repurchase Program”). Repurchases under the Share Repurchase Program were temporarily suspended in March 2020 due to the economic uncertainty stemming from the COVID-19 pandemic. Repurchases under the Share Repurchase Program may be made at management’s discretion from time to time, with no time limit, on the open market, in privately negotiated transactions or otherwise, in each case subject to compliance with all Securities and Exchange Commission rules and other legal requirements, and may be made in part under one or more Rule 10b5-1 plans, which permit stock repurchases at times when the Company might otherwise be precluded from doing so. The Company expects to fund the Share Repurchase Program from cash on hand.

 

The Company also announced that representatives of the Company will host one-on-one investor meetings at the 3rd Annual Wells Fargo Virtual Consumer Conference on Wednesday, September 16, 2020.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d)            Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated September 14, 2020.
104  

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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.

 

  CITI TRENDS, INC.

 

Date: September 14, 2020 By:  /s/ David N. Makuen
  Name:  David N. Makuen
  Title:  Chief Executive Officer