8-K

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) June 6, 2006

CHARMING SHOPPES, INC.

(Exact name of registrant as specified in its charter)

PENNSYLVANIA	000-07258	23-1721355
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

450 WINKS LANE, BENSALEM, PA 19020

(Address of principal executive offices) (Zip Code)

(215) 245-9100

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

Item 7.01. Regulation FD Disclosure.

On June 6, 2006 we issued a press release reporting that we are scheduled to participate in the Piper Jaffray 26^th Annual Consumer Conference on Wednesday, June 7, 2006, at 9:30 a.m., Eastern time.

The press release and a copy of our slide presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report on Form 8-K.

The Company’s presentation will contain certain forward-looking statements concerning the Company's 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: failure to implement the Company’s business plan for entry into the outlet store distribution channel, the failure to implement the Company’s business plan for increased profitability and growth in the Company’s retail stores and direct-to-consumer segments, the failure to successfully implement the Company’s expansion of Cacique through new store formats, the failure to successfully implement the Company’s integration of operations of, and the business plan for, Crosstown Traders, Inc., adverse changes in costs vital to catalog operations, such as postage, paper and acquisition of prospects, declining response rates to catalog offerings, 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, failure to find suitable store locations, 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 its 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 the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2006 and other Company filings with the Securities and Exchange Commission. Charming Shoppes assumes no duty to update or revise its 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 7.01, 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.

Exhibit No.	Description
99.1	Charming Shoppes, Inc. press release dated June 6, 2006.
99.2	Charming Shoppes, Inc. slide presentation for the Piper Jaffray 26th Annual Consumer Conference.

1

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.

	CHARMING SHOPPES, INC.
	(Registrant)
Date: June 7, 2006	/S/ ERIC M. SPECTER
	Eric M. Specter
	Executive Vice President
	Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Charming Shoppes, Inc. press release dated June 6, 2006.
99.2	Charming Shoppes, Inc. slide presentation for the Piper Jaffray 26th Annual Consumer Conference.

3

EX-99.1

EXHIBIT 99.1

CHARMING SHOPPES TO PARTICIPATE IN THE

PIPER JAFFRAY 26^TH ANNUAL CONSUMER CONFERENCE

Bensalem, PA, June 6, 2006 - Charming Shoppes, Inc., (NASDAQ: CHRS) a leading multi-channel specialty apparel retailer specializing in women's plus-size apparel, is scheduled to participate in the Piper Jaffray 26^th Annual Consumer Conference on Wednesday, June 7, 2006, at 9:30 a.m., Eastern time.

Dorrit J. Bern, Chairman of the Board, President, and Chief Executive Officer, Steven R. Wishner, Sr. Vice President, Finance, Strategy and Business Development, and Gayle M. Coolick, Director of Investor Relations, will represent Charming Shoppes at the conference.

The Company’s slide presentation and the audio portion of the presentation will be available live at http://www.charmingshoppes.com/investors/manage/index.aspbeginning at 9:30 a.m., Eastern time. A replay of the presentation will be available for approximately 30 days.

Charming Shoppes, Inc. operates 2,247 retail stores in 48 states under the names LANE BRYANT^®, FASHION BUG^®, FASHION BUG PLUS^®, and CATHERINES PLUS SIZES^®. Additionally, apparel, accessories, footwear and gift catalogs, including the following titles, are operated by Charming Shoppes’ Crosstown Traders: Old Pueblo Traders, Bedford Fair, Willow Ridge, Lew Magram, Brownstone Studio, Regalia, Intimate Appeal, Monterey Bay Clothing Company, Coward Shoe and Figi's. Please visit www.charmingshoppes.com for additional information about Charming Shoppes, Inc.

The Company’s presentation will contain certain forward-looking statements concerning the Company's 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: failure to implement the Company’s business plan for entry into the outlet store distribution channel, the failure to implement the Company’s business plan for increased profitability and growth in the Company’s retail stores and direct-to-consumer segments, the failure to successfully implement the Company’s expansion of Cacique through new store formats, the failure to successfully implement the Company’s integration of operations of, and the business plan for, Crosstown Traders, Inc., adverse changes in costs vital to catalog operations, such as postage, paper and acquisition of prospects, declining response rates to catalog offerings, 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, failure to find suitable store locations, 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 its 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 the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2006 and other Company filings with the Securities and Exchange Commission. Charming Shoppes assumes no duty to update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

CONTACT:	Gayle M. Coolick
	Director of Investor Relations
	215-638-6955

EX-99.2

EXHIBIT 99.2

Piper Jaffray

26th Annual Consumer

Conference

June 7, 2006

Dorrit J. Bern

Chairman, CEO and

President

Steven R. Wishner

Sr. Vice President

 Finance, Strategy and Business
Development

Gayle M. Coolick

Director of Investor Relations

2

Forward-Looking Statements

This presentation contains certain forward-looking statements concerning the Company's 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: failure to implement the Company’s business plan for entry into the outlet store distribution channel, the failure to implement the Company’s business plan for increased profitability and growth in the Company’s retail stores and direct-to-consumer segments, the failure to successfully implement the Company’s expansion of Cacique through new store formats, the failure to successfully implement the Company’s integration of operations of, and the business plan for, Crosstown Traders, Inc., adverse changes in costs vital to
catalog operations, such as postage, paper and acquisition of prospects, declining response rates to catalog offerings, 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, failure to find suitable store locations, 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 its 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 the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2006 and other Company filings with the Securities and Exchange Commission.  Charming Shoppes assumes no duty to update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

3

*Management Estimate, Fiscal Year 2007

A Multi-Brand,

Multi-Channel
Retailer

$3 Billion* In Annual

Sales

4

Our Retail Store Brands

5

Apparel Catalog Titles

6

Footwear, Gift And Home

Catalog Titles

7

A Multi-Brand,

Multi-Channel
Retailer

Our Goal Is To Grow To

$4 Billion In Annual
Sales Over The Next
Three To Four Years

8

Multi-Channel

Growth Strategies

9

Single Channel

Customer

e-Com First Customers

Are Worth Almost

3x More Than A Single

Channel Shopper

Retail First Customers

Are Worth 4x More

Than A Single Channel

Shopper After 3 Years

*Source: Forrester Research (WSJ 09/03/04) and Charming Shoppes Research

Multi-channel Customers

Have A Higher Annual Spend
Than Single-channel Customers

10

Bricks And Mortar

Growth Strategy

11

Stores

*Working Title of Catalog

lanebryant.com

.com

Woman*

Outlet

Catalog

Cacique

Side By
Side

Retail

Catalog

Apparel

Home

Leveraging The Brand

12

•

Expand Lane Bryant From 750

To 1,000 Stores*

Organic Store Growth

*Management Estimate

13

•

Store Growth Plan Is Centered On

Expanding The Lane Bryant Store
Portfolio

–

Lane Bryant Stores Generating The

Highest Store 4-Wall Contributions
Compared To Our Sister Brands

•

Primarily Strip and Lifestyle Based,

Providing Higher Returns Than
Malls

•

New Store Concept Is Cacique

Side By Side

Organic Store Growth

14

•

Migrating Our Store Locations To

Strip And Lifestyle Centers*

Organic Store Growth

*Management Estimate

15

•

We Hold The #1 Market Share* In

Specialty Plus-Size Intimate Apparel

•

During 2005, We Tested A New Store

Concept For Additional Growth In
Intimates

•

Our Side By Side Format Is Producing

Not Only Increased Sales Of
Intimates, But Also Strong Sales
Growth In Sportswear Categories

Cacique Side By Side

*Source: Derived from NPD Group Research

16

17

18

19

•

New Store Format

Increases Sales By
       50% - 60%

•

Square Footage

Increase Of 40%

•

Productivity Increase Of

20% - 25%

Cacique Side By Side

Stores

20

Outlet Store Growth

Strategy

21

Stores

*Working Title of Catalog

lanebryant.com

.com

Woman*

Outlet

Catalog

Cacique

Side By
Side

Retail

Catalog

Apparel

Home

Leveraging The Brand

22

•

The Outlet Market For Apparel

–

Approximately $3.5 Billion⁽¹⁾

Annually In Women’s Apparel

–

Shoppers Will Travel Up To 75

Miles To Outlet Centers, As
Opposed To An Average Of 10
Miles For Malls⁽²⁾

–

96% Of Outlet Shoppers Make

At Least One Purchase⁽³⁾

The Outlet Shopping

Channel

(1) Management Estimate; (2) ICSC; (3) Tanger Outlets market researchoverview

23

•

The Lack Of A Focus On

Plus Sizes In The Outlet
Channel Presents An
Excellent Opportunity For
Lane Bryant To Make An
Immediate, Significant
Impact

Our Opportunity

24

•

Entry Into The Outlet Channel

–

Approximately 75 Stores To

Open During July/August 2006

–

Projected Expansion To A Total

Of 150 Stores* Over Time

–

Anchored With Product

Developed Exclusively For Outlet

Lane Bryant Outlet™

*Management Estimate

25

•

Outlet Product Strategy

–

Primarily Updated, Key Items,

Utilizing Our Direct Sourcing Group

–

Top Picks Of Current Fashion

–

Best Sellers From Previous Season

–

Selected National Brands

–

Adding Footwear, Social Occasion

Lane Bryant Outlet™

26

27

•

Lane Bryant Outlet

Stores Are Expected To
Operate At Revenue
And Operating Margin
Levels That Meet Or
Exceed* Those Of Lane
Bryant's Average Retail
Store Units

Lane Bryant Outlet™

*Management Estimate

28

Lane Bryant

Catalog Growth
Strategy

29

Stores

*Working Title of Catalog

lanebryant.com

.com

Woman*

Outlet

Catalog

Cacique

Side By
Side

Retail

Catalog

Apparel

Home

Leveraging The Brand

30

The Lane Bryant

Catalog, Operated
By Redcats USA,
Today Produces
Annual Revenues
Of More Than
$300 Million*

The Lane Bryant Catalog

* Charming Shoppes’ Management Estimate

Lane Bryant Catalog Owned And

Operated by Redcats USA

31

The Reversion Of

The Trademark
For The

Lane Bryant

Catalog Occurs In

October 2007

The Lane Bryant Catalog

Lane Bryant Catalog Owned And

Operated by Redcats USA

32

•

Launch The Lane Bryant Woman Catalog In

October 2007

•

Product Strategy

–

Developing Product For The Baby Boomer – The Core

Customer

–

More Traditional, Fashion-Basics Driven

–

Ready To Wear, Casual, Intimate Apparel

•

Expand Into Non-Apparel Categories

–

Footwear, Home

•

Build Ecommerce Businesses To Complement

The Print Catalogs

•

Leverage The Operations And Infrastructure Of

Crosstown Traders

Lane Bryant Catalog:

Our Growth Strategy

33

Product And Brand

Extensions

34

Product And Brand

Extensions

35

•

Our Combined Customer Databases

Include 75 Million Unique Names

•

We Will Leverage Our Extensive

Database To Drive Sales In Our Core
Apparel Catalogs

•

Charming’s Database Provides

Cross-Selling Opportunities For
Crosstown, And A Vehicle To Drive
Increased Sales Through Existing And
Future Catalogs, Focusing On Footwear
And Home Categories

Catalog:

Our Growth Opportunities

36

E-Commerce

Growth Strategy

37

Stores

*Working Title of Catalog

lanebryant.com

.com

Woman*

Outlet

Catalog

Cacique

Side By
Side

Retail

Catalog

Apparel

Home

Leveraging The Brand

38

•

E-Commerce Sales Have Nearly

Doubled In Each Of The Last 3 Years

•

Use Multi-Channel Structure To Drive

Additional Growth In E-Commerce,
Utilizing Improved Systems Support
And Integrated Customer Service

•

Increased Product Assortments,

Including Additional National Brands

Accelerate Growth In

   E-Commerce

39

Revenue Contributors

$3 Billion Base

40

Revenue Contributors

$4 Billion Base

41

OUTLETS

CATALOG

$4 Billion

$100 Million+

$800 Million

MULTI-BRAND

MULTI-CHANNEL RETAILER

BRICKS &

MORTAR

$2.9 Billion

E-COMMERCE

$200 Million

Our Three To Four

Year Financial
Plans Include:

42

Financial Review

43

•

Highlights:

•

18% Revenue Growth

•

Improvement In Gross Profit Margin And Pre-Tax Margin

•

54% Net Income Growth, Following 70% Growth In The Prior

Year

Year Over Year Financial

Performance

(Fiscal Years Ended January 28, 2006 and January 29, 2005)

44

•

Highlights:

•

22% Revenue Growth, With 1% Same Store Sales Increase

•

Improvement In Gross Margin And Merchandise Margin For

Retail Stores Segment

•

7% Improvement In Net Income

1^st Quarter Financial

Performance

(Fiscal Quarters Ended April 29, 2006 and April 30, 2005)

45

* Management Estimate

FY 2007 Projected Financial Plan^*

(Fiscal Year Ending February 3, 2007)

•

Revenue Growth Of 11% - 13%, To

$3.0 - $3.1 Billion

•

Gross Margin Of 29.0% - 29.5%

•

Continued Merchandise Margin

Expansion In The Retail Brands

•

SG&A Ratio Of 23.5% - 24.0%

•

EPS Growth Of 10% - 12%, To $0.81

- $0.83

•

Includes Pre-Opening Expenses For

The Outlet Division Of Approximately
$0.04 Per Diluted Share

46

*Please Refer To http://www.charmingshoppes.com/investors/earnings/index.aspFor A

Reconciliation Of GAAP To Non-GAAP Financial Measures.

(e) Management Estimate

FY 2007 Financial Metrics^(e)

(Fiscal Year Ending February 3, 2007)

•

Capital Expenditures Projected At

Approximately $140 - $150 Million^(e)

Compared To $115 Million In The
Previous Year

•

Approximately 160 New Stores,

Including 75 - 80 Outlets

•

Free Cash Flow* Projected At

Approximately $60 Million^(e)

•

Depreciation And Amortization Of

$95 - $100 Million^(e)

47

•

Highlights:

•

$100 Million In Cash Utilized For The Purchase Of

Crosstown Traders During FY 2006

•

Additional Debt Of $110 Million Associated With

Purchase Of Crosstown Traders During FY 2006

Selected Balance Sheet Data

($ in Millions)                           4/29/06                 1/28/06                        4/30/05

Cash and                      $167                     $150                           $276

Investments

Long Term Debt           $203                     $207                           $200

Total Assets              $1,649                  $1,567                        $1,385

48

Key Investment Highlights

•

Based On Our Growth Opportunities And

Building On Our Multi-Channel Strategy,
Our Three To Four Year Financial Plans
Include:

–

CAGRs In The Low-Teens For Net Sales

–

CAGRs In The Mid-Teens For Net Income

–

EBIT Margins In The 7% - 8% Range, On The

Higher Revenue Base

•

Maintain Strong Liquidity From Internally

Generated Free Cash Flow and Bank
Credit Line

49

Piper Jaffray

26th Annual Consumer

Conference

June 7, 2006