-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IA8i8aBYw+wETTsUJbtx3modFdwRI8BsdL/bqrchoRc6fGrm0W7wOVKOKhX7pbCp J4OCgJ5X38UUNKRANGSwIQ== 0000950144-05-008045.txt : 20050802 0000950144-05-008045.hdr.sgml : 20050802 20050802164444 ACCESSION NUMBER: 0000950144-05-008045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050801 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050802 DATE AS OF CHANGE: 20050802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHICOS FAS INC CENTRAL INDEX KEY: 0000897429 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 592389435 STATE OF INCORPORATION: FL FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16435 FILM NUMBER: 05992541 BUSINESS ADDRESS: STREET 1: 11215 METRO PKWY CITY: FT MYERS STATE: FL ZIP: 33912-1206 BUSINESS PHONE: 8134335505 MAIL ADDRESS: STREET 1: 11215 METRO PKY CITY: FT MYERS STATE: FL ZIP: 33912-1206 8-K 1 g96613e8vk.htm CHICO'S FAS, INC. Chico's FAS, Inc.
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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): August 1, 2005
Chico’s FAS, Inc.
(Exact Name of Registrant as Specified in its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
     
0-21258   59-2389435
 
     
 
(Commission File Number)   (IRS Employer Identification No.)
 
11215 Metro Parkway, Fort Myers, Florida   33912
 
     
 
(Address of Principal Executive Offices)   (Zip code)
(239) 277-6200
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
     
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))
 
 

 


TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
Ex-10.1 James P. Frain Employment Transition Agreement
Ex-99.1 August 1, 2005 Press Release


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Item 1.01. Entry into a Material Definitive Agreement
     On August 1st, 2005, Chico’s FAS, Inc. (the “Company”) and James P. Frain entered into an Employment Transition, Resignation and Release Agreement (the “ Transition Agreement”), consistent in large measure with the Employment Agreement between the Company and Mr. Frain dated as of May 1, 2004, and providing that, among other things and subject to the terms set forth therein, (i) Mr. Frain will continue to provide his services as Executive Vice President and Chief Marketing Officer until February 28, 2006 and, in consideration for performing such services, will continue to receive his current basic salary, fiscal 2005 bonuses and fringe benefits provided to other Chief Officers, and (ii) after February 28, 2006 and until August 31, 2006, Mr. Frain will continue to be employed by the Company as a non-officer consulting employee and shall handle marketing projects as assigned to him by the Company’s Chief Executive Officer or the Company’s Chief Operating Officer, and, in consideration for performing such services, will receive a monthly salary of $40,000 and certain continuing fringe benefits.
     The foregoing description of the Transition Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement. A copy of the Transition Agreement is filed as Exhibit 10.1 to this Report and is incorporated by reference herein.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
     On August 1, 2005, Chico’s FAS, Inc. (the “Company”) announced the promotion of Charles L. Nesbit, Jr. to the position of Executive Vice President - Chief Operating Officer.
     A copy of the press release issued in connection with the promotion of Mr. Nesbit is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.
Item 8.01. Other Events.
     In addition to the management change noted above under Item 5.02 with respect to the promotion of Mr. Nesbit to Executive Vice President - Chief Operating Officer, the Company announced other management changes.
     A copy of the press release issued in connection with the promotion of Mr. Nesbit and other management changes is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
     (c) Exhibits:
         
 
  Exhibit 10.1   Employment Transition, Resignation, And Release Agreement between the Company and James P. Frain dated August 1, 2005
 
       
 
  Exhibit 99.1   Chico’s FAS, Inc. Press Release dated August 1, 2005

2


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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.
         
  CHICO’S FAS, INC.
 
 
Date: August 2, 2005  By:   /s/ Michael J. Kincaid    
    Michael J. Kincaid, Senior Vice President — Finance   
    and Chief Accounting Officer and Assistant Secretary   

 


Table of Contents

         
INDEX TO EXHIBITS
     
Exhibit Number   Description
Exhibit 10.1
  Employment Transition, Resignation, And Release Agreement between the Company and James P. Frain dated August 1, 2005
 
   
Exhibit 99.1
  Press Release of Chico’s FAS, Inc. dated August 1, 2005

 

EX-10.1 2 g96613exv10w1.htm EX-10.1 JAMES P. FRAIN EMPLOYMENT TRANSITION AGREEMENT Ex-10.1 James P. Frain Employment Trans Agreement
 

EXHIBIT 10.1
Employment Transition, Resignation, And Release Agreement
     This confidential resignation and release agreement (“Agreement”) is made and entered into the 1st day of August, 2005, by and between Chico’s FAS, Inc., a Florida corporation (the “Company”), and James P. Frain (“Frain”).
     This Agreement supercedes all previous agreements between Frain and the Company. In consideration of the promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, agree as follows:
1. Effective as of March 1, 2006, Frain voluntarily resigns from his position as Executive Vice President and Chief Marketing Officer of the Company, and the Company hereby accepts this resignation. Effective as of the end of the day on February 28, 2006, Frain has no further privileges, duties or obligations in such capacity. Until March 1, 2006, Frain shall continue to perform substantially the same duties that he has performed over the last six years.
2. From March 1, 2006, through and including August 31, 2006, Frain shall be available to work as a non-officer consulting employee and shall handle marketing projects as assigned to him by the Company’s Chief Executive Officer or the Company’s Chief Operating Officer. Frain shall not be required to work at the Company’s offices more than 10 days per month
3. From the date of this Agreement through February 28, 2006 and as long as Frain has not breached any of his obligations under this Agreement, the Company shall pay Frain (1) his annualized basic salary of $450,000; (2) any bonuses that may relate to fiscal year 2005 that would have otherwise been payable to Frain and (3), such other fringe benefits as provided to other Chief Officers including, without limitation, the vesting of stock options through February 28, 2006.
From March 1, 2006 through August 31, 2006 and as long as Frain has not breached any of his obligations under this Agreement, CRS shall pay Frain (1) a monthly basic salary of $40,000; and (2) such other fringe benefits as provided to other senior executives, including, without limitation, health benefits and the vesting in due course of any previously granted stock options. Frain will not be entitled to receive any car allowance, bonus, or super bonus. The Company retains the right, in its sole discretion, to award Frain a discretionary bonus based on Frain’s performance.
4. From the date of this Agreement up to and including February 28, 2006, Frain may terminate this Agreement with ninety days written notice to the Company. Thereafter, Frain may terminate the Agreement with thirty days written notice to the Company.
     If the Company terminates Frain’s employment without cause prior to August 31, 2006, the Company will pay Frain, in full and complete satisfaction of any and all claims Frain may have against the company related to this Agreement, the remaining total of any unpaid monies Frain would have received under this Agreement through August 31, 2006. In addition, Frain will be permitted to exercise any options that have vested as of the date of the termination consistent

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with the Company’s stock option plan. If the Company terminates Frain for cause or his employment terminates due to his death or disability, then the Company only owes Frain those amounts earned and owed through the date of termination and Frain will only be entitled to exercise options vested as of the date of termination. For the purposes of this Agreement, the phrase “for cause” means Frain’s (i) breach or default of any of the material terms of this Agreement and his failure to cure the breach or default within thirty (30) days after he received written notice thereof, (ii) conviction of either a felony involving moral turpitude or any crime in connection with his employment by the Company which causes the Company a substantial detriment, (iii) actions that clearly are contrary to the best interests of the Company, or (iv) directly or indirectly entering into, engaging in, being employed by, or consulting with J. Jill, Ann Taylor, Talbot’s, Coldwater Creek, The Limited Brands, Fourth & Towne, and Liz Claiborne (or any successor entities of any of such companies or divisions).
5. Frain shall continue to be bound in all respects by all applicable provisions of the Company’s Insider Trading Policy, Code of Ethics and Associate Nondisclosure Agreement that he previously signed. Such continuing obligation shall be in addition to Frain’s obligations arising under this Agreement and under applicable law.
6. Frain agrees that from the date of this Agreement and continuing for a period of six months after his last date of employment with the Company, Frain shall refrain from and will not, directly or indirectly, as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, representative, salesman or otherwise solicit any of the employees of the Company to terminate their employment or solicit, attempt to entice away, or offer to employ any of the Company’s current employees. For the purposes of this restriction: the terms “solicit,” “attempt to entice away,” and “offer to employ” do not include searches for employees, through general recruitment efforts or otherwise, that are not focused on persons employed by the Company.
7. Frain shall be required to execute a copy of the release agreement substantially in the form attached as Appendix A (a “Release”) as a condition to this Agreement. Frain also agrees to execute a Release on February 28, 2006 as a condition of continuing as a consulting employee and for the compensation and benefits during that period.
8. This Agreement shall be binding upon and inure to the benefit of Frain and his heirs, administrators, representatives, executors, successors and assigns, and shall be binding upon and inure to the benefit of Releasees and each of them, and to their respective heirs, administrators, representatives, executors, successors and assigns. This Agreement shall be construed and interpreted in accordance with the laws of the state of Florida.
9. This Agreement shall constitute the full and complete agreement between the parties concerning its subject matter and fully supersedes any and all other prior agreements or understandings between the parties regarding the subject matter hereto. This Agreement shall not be modified or amended except by a written instrument signed by both Frain and an authorized representative of the Company.

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10. The unenforceability or invalidity of any particular provision of this Agreement shall not affect its other provisions and to the extent necessary to give such other provisions effect, they shall be deemed severable.
11. Frain warrants, agrees that he has been encouraged to seek advice from anyone of his choosing regarding this Agreement, including his attorney, accountant or tax advisor prior to his signing it; that this Agreement represents written notice to do so; and that he has been given the opportunity and sufficient time to seek such advice; and that he fully understands the meaning and contents of this Agreement. FRAIN UNDERSTANDS THAT HE HAD THE RIGHT TO TAKE UP TO TWENTY-ONE (21) DAYS TO CONSIDER WHETHER OR NOT HE DESIRES TO ENTER INTO THIS AGREEMENT. Frain further represents and warrants that he was not coerced, threatened or otherwise forced to sign this Agreement and that his signature appearing hereinafter is voluntary and genuine, is given freely and is given with intent to be bound.
12. FRAIN UNDERSTANDS THAT HE MAY REVOKE THIS AGREEMENT BY NOTIFYING THE CHIEF FINANCIAL OFFICER OF THE COMPANY IN WRITING OF SUCH REVOCATION WITHIN SEVEN (7) DAYS OF HIS EXECUTION OF THIS AGREEMENT AND THAT THIS AGREEMENT IS NOT EFFECTIVE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAYS. FOR SUCH REVOCATION TO BE EFFECTIVE, WRITTEN NOTICE MUST BE ACTUALLY RECEIVED BY THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT THE COMPANY’S OFFICES NO LATER THAN THE CLOSE OF BUSINESS ON THE 7TH DAY AFTER FRAIN EXECUTES THIS AGREEMENT. IF FRAIN EXERCISES HIS RIGHT TO REVOKE THIS AGREEMENT, ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE OF NO FORCE AND EFFECT AND THE COMPANY SHALL NOT HAVE ANY OBLIGATION TO MAKE THE PAYMENTS OR PROVIDE THE BENEFITS TO FRAIN PROVIDED FOR IN THIS AGREEMENT. FRAIN UNDERSTANDS THAT UPON THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD WITHOUT SUCH A REVOCATION, THIS AGREEMENT WILL BE BINDING UPON HIS AND HIS HEIRS, ADMINISTRATORS, REPRESENTATIVES, EXECUTORS, SUCCESSORS AND ASSIGNS AND WILL BE IRREVOCABLE.
         
WITNESS:   CHICO’S FAS, INC.
 
       
/s/ A. Alexander Rhodes
  By:   /s/ Scott A. Edmonds
 
       
 
      Scott A. Edmonds
 
      President and Chief Executive Officer
 
       
WITNESS:
       
 
       
/s/ A. Alexander Rhodes       /s/ James Frain
     
 
  James Frain

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APPENDIX A—GENEREAL RELEASE
     In consideration of the payments to be made and the benefits to be received by Frain pursuant to this Agreement, which Frain acknowledges are in addition to payment and benefits to which Frain would not be entitled to but for this Agreement, Frain, for himself, his dependents, successors, assigns, heirs, executors and administrators (and their respective legal representatives of every kind), hereby releases, dismisses, remises and forever discharges the Company, its predecessors, parents, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, members, employees, successors, assigns, representatives, agents, counsel, the Company’s and its affiliates’ benefit plans, including the respective 401(k) plans, the respective benefit plans’ trustees, administrators, and all other fiduciaries, employees, and their agents (collectively, “Releasees”), of and from any and all arbitrations, claims (including claims for attorneys’ fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown, which Frain, and his heirs, executors, administrators, agents, distributees, beneficiaries, successors in interest and assignees, now have or in the future may have, by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement (“claims”), against the Releasees, including but not limited to the following (except that such Release shall not operate to release the Company from its express obligations under this Agreement):
     Any and all claims for salary, wages, compensation, monetary relief, employment benefits, including but not limited to, any claims for benefits under, or contribution to, an employee benefit plan, profit sharing or any retirement plan, capital stock, bonuses, merit and longevity increases, and all other benefits of all kind, earnings, backpay, front pay, liquidated, and other damages, interest, attorney’s fees and costs, compensatory damages, punitive damages, damage to character, damage to reputation, emotional distress, mental anguish, depression, injury, impairment in locating employment, financial loss, pain and suffering, injunctive and declaratory relief arising from his employment with the Company or its subsidiaries or his separation thereof; provided, however, notwithstanding anything to the contrary set forth herein, that this General Release shall not extend to (x) benefit claims under employee pension benefit plans in which Frain is a participant by virtue of his employment with the Company or its subsidiaries, and (y) any obligation expressly assumed or acknowledged under this Agreement by the Company.
     Any and all claims growing out of, resulting from, or connected in any way to Frain’s employment with the Company or its subsidiaries, and/or the separation thereof, including any and all claims for discrimination, including but not limited to claims of discrimination on the basis of race, national origin, color, religion, handicap or disability, age, sex, harassment of any kind, including sexual harassment, retaliation, whistleblowing, breach of contract, rescission, promises, claims under the Employee Retirement Income Security Act of 1974 “ERISA”) [29 U.S.C. Sections 1001B1461], as amended, including ERISA Section 510 and any claims to benefits under any and all bonus, severance or any other similar plan sponsored by the Company now and hereafter, torts of all kinds, claims or rights under state and federal whistleblower legislation, including Sections 448.101B448.105, Florida Statutes, as amended, the consolidated Omnibus Budget Reconciliation Act of 1985 [Pub. L. 99-509], as amended (“COBRA”), the Florida Health Insurance Coverage Continuation Act (“FHICCA”), the Family and Medical

-4-


 

Leave Act [29 U.S.C. Sections 2601-2654], as amended (FMLA), the Americans with Disabilities Act [42 U.S.C. Sections 12101-12213], as amended (“ADA”), the Age Discrimination in Employment Act, as amended (“ADEA”), the Polygraph Protection act, the Internal Revenue Service Code [Title 26, U.S.C.], as amended, the Older Workers Benefit Protection Act [29 U.S.C. Section 621-630], as amended (“OWBPA”), the Equal Pay Act [29 U.S.C. Section 206(d)], as amended (“EPA”), Title VII of the Civil Rights Act of 1964 [42 U.S.C. Section 2000e-2000e-17] as amended (“Title VII”), the Florida Civil Rights Act of 1992 [Sections 760.02-760.11, Fla. Stats.], as amended (“FCRA”), the Uniformed Services Employment and Reemployment Rights Act of 1994 [38 U.S.C. Sections 4301-4333] (“USERRA”), the National Labor Relations Act [29 U.S.C. Sections 151-169], as amended (“NLRA”), the Occupational safety and Health Act [29 U.S.C. Sections 201-219], as amended (“OSHA”), the Fair Labor Standards Act [29 U.S.C. Sections 201-219], as amended (“FLSA”), retaliation pursuant to Section 440.205 Florida Statutes, and any other claim of any kind; provided, however, notwithstanding anything to the contrary set forth herein, that this General Release shall not extend to (x) benefit claims under employee pension benefit plans in which Frain is a participant by virtue of his employment with the Company, and (y) any obligation expressly assumed under this Agreement by the Company.
         
WITNESS:   CHICO’S FAS, INC.
 
       
/s/ A. Alexander Rhodes
  By:   /s/ Scott A. Edmonds
 
       
 
            Scott A. Edmonds
 
            President and Chief Executive Officer
 
       
WITNESS:
       
 
       
/s/ A. Alexander Rhodes       /s/ James Frain
     
 
  James Frain

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EX-99.1 3 g96613exv99w1.htm EX-99.1 AUGUST 1, 2005 PRESS RELEASE Ex-99.1 August 1, 2005 Press Release
 

EXHIBIT 99.1
(CHICO’S NEWS RELEASE LOGO)
Chico’s FAS, Inc. 11215 Metro Parkway Fort Myers, Florida 33912 (239) 277-6200 Fax: (239) 277-5237
For Immediate Release
         
 
  Executive Contact:    
 
  Charles J. Kleman   F. Michael Smith
 
  Executive Vice President   Vice President
 
  Chief Financial Officer   Investor and Community Relations
 
  Chico’s FAS, Inc.   Chico’s FAS, Inc.
 
  (239) 274-4105   (239) 274-4797
Chico’s FAS, Inc. Announces Management Changes
    Chuck Nesbit Promoted to Chief Operating Officer
 
    Jim Frain Schedules 2006 Departure — Transition Plan Established
 
    Real Estate and Construction to Report to Mori MacKenzie
 
    Michael Elleman Hired as Senior Vice President — Real Estate to succeed James West
     Fort Myers, FL - August 1, 2005 - Chico’s FAS, Inc. (NYSE: CHS) today announced several key management appointments and changes.
     Charles L. Nesbit, Jr., 50, has been appointed by the Board of Directors as the Company’s Chief Operating Officer, expanding on his current duties. In this expanded role, Mr. Nesbit, who will now hold the position of Executive Vice President — Chief Operating Officer, will oversee Company operations, with special focus on logistics and supply chain functions, outlet store operations, the Soma intimate apparel initiative, strategic planning, and business development. Charles J. Kleman, who has maintained the dual role of Chief Financial Officer and Chief Operating Officer since November 2003, will refocus his entire energies on his position as Chief Financial Officer and allow Mr. Nesbit to bring to bear the benefit of his years of experience overseeing business operations.
     Mr. Nesbit joined the Company in August 2004. Most recently, Mr. Nesbit has served as Executive Vice President — Operations, having been promoted from Senior Vice President — Strategic Planning and Business Development in April 2005. Prior to joining Chico’s, Mr. Nesbit spent twenty years at the Sara Lee Corporation. Most recently he served as a Corporate Vice President and Chief Supply Chain Officer for Sara Lee’s U.S. and Canada apparel operations. From 1999 to 2003 he served as President & CEO of Sara Lee Intimate Apparel, the largest intimate apparel company in the United States and Canada, and from 1996 to 1999 he served as President & CEO of the Bali Company. Prior to 1996 he held a number of senior marketing and general management roles, contributing to the rapid growth and development of major apparel brands including Hanes, Playtex, Bali, Wonderbra, and Just My Size.
     Separately, the Company announced that James P. Frain, 56, Executive Vice President — Chief Marketing Officer, has advised the Company he will be winding down his career with the Company over the next seven to twelve months. Mr. Frain has agreed that he will remain in his current role until February 28, 2006 and will be prepared to work closely with the Company in helping to identify his successor. After February 2006, in order to further assist in the transition, Mr. Frain intends to continue to serve the Company in a consulting capacity for a period of up to
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an additional six months. Mr. Frain has been employed by the Company since June 1999 and has been instrumental in the success of the Company’s key marketing initiatives.
     The Company will promptly commence an independent search for a new Senior Marketing Officer to take over the lead of the existing diverse and talented marketing team that has been put in place at Chico’s over the last several years. To help ensure a smooth transition, Mr. Nesbit and Mr. Kleman will be coordinating the search efforts and will be working closely with Mr. Frain in the continuing oversight of the marketing initiatives.
     Scott A. Edmonds, President and Chief Executive Officer of Chico’s FAS, Inc., commented, “I am delighted to see Chuck Nesbit assume this expanded leadership role. Chuck had a distinguished brand building career at Sara Lee, making him a logical choice to direct our operations. We also expect to rely on his expertise and experience as we conduct our search for a senior marketing officer and as we partner with Jim during Jim’s transition from the Company. In addition, Chuck’s new responsibilities in the Soma and sourcing initiatives will allow him to more directly apply his knowledge of intimate apparel to Soma, with the hope of more rapidly developing this exciting brand. We also expect to take advantage of his long-term leadership for our supply chain and logistics initiatives. We certainly appreciate Jim’s many contributions to the organization’s success, and Chico’s will continue to benefit from the initiatives that he developed and fine-tuned and from the strong and talented marketing team he has been able to put together. I am confident that with the seven month lead time that Jim has given us, combined with Chuck’s involvement during the transition, the Chico’s marketing organization will maintain its momentum as we search for and transition to a new marketing executive with the appropriate and desired qualifications. The strength of Chico’s as a company is continually demonstrated by the depth and talent of our leadership team.”
     The Company also announced two other management changes.
     Mori MacKenzie, 55, Executive Vice President — Chief Stores Officer, will now have Real Estate and Store Construction reporting to her, in addition to Store Operations. Ms. MacKenzie has been, and will continue to be, responsible for oversight management of store and field operations, hiring, and training. Ms. MacKenzie joined the Company in 1995 as Director of Stores. From 1999 to 2001, she served as Vice President — Stores. In October 2001, Ms. MacKenzie was promoted to Senior Vice President — Stores, and in February 2004, Ms. MacKenzie was promoted to Executive Vice President — Chief Stores Officer.
     Michael K. Elleman, 47, has joined the Company as Senior Vice President — Real Estate effective July 18, 2005. Mr. Elleman comes to Chico’s after serving as Senior Vice President, Real Estate and Construction for Charlotte Russe. Mr. Elleman is a seasoned real estate professional with over twenty years of retail and property development experience with organizations including Limited Brands, Gymboree, Corporate Property Investors, and The Oxford Group. Mr. Elleman will report directly to Mori MacKenzie, Executive Vice President and Chief Stores Officer, and will oversee site selection and leasing for all brands. Mr. Elleman succeeds James West, Senior Vice President — Real Estate. Mr. West, who has been with Chico’s since March 1999, has advised the Company that he will be leaving his full time position with Chico’s effective August 31, 2005. After that date, Mr. West has agreed that he will remain with the Company until at least February 2006, but in a more limited and reduced hours capacity, holding the title of Vice President — Real Estate, to provide guidance and direction related to the Company’s new corporate headquarters initiative and other special real estate related projects that may be identified from time to time.
     Commenting on these additional changes, Mr. Edmonds stated, “The tremendous growth of our Company continues to provide opportunities for superior executive talent. Mori MacKenzie is a perfect example of that talent. Over the past 10 years, her demonstrated leadership has been invaluable to the Company. Mori’s expanded role allows her to share her extensive knowledge of our stores’ organization directly with Mike Elleman and his real estate team. Mike is a wonderful
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addition to the management team and I’m confident he will take our already superb real estate organization to a new level. “
     Chico’s sells exclusively designed, private-label women’s clothing and related accessories. The Company operates 708 women’s specialty stores, including stores in 47 states, the District of Columbia, the Virgin Islands and Puerto Rico operating under the Chico’s, White House | Black Market and Soma by Chico’s names. The Company owns 474 Chico’s front-line stores, 27 Chico’s outlet stores, 180 White House | Black Market front-line stores, 5 White House | Black Market outlet stores and 10 Soma by Chico’s stores; franchisees own and operate 12 Chico’s stores.
     Certain statements contained herein, including without limitation, statements addressing the beliefs, plans, objectives, estimates or expectations of the Company or future results or events constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements involve known or unknown risks, including, but not limited to, general economic and business conditions, and conditions in the specialty retail industry. There can be no assurance that the actual future results, performance, or achievements expressed or implied by such forward-looking statements will occur. Users of forward-looking statements are encouraged to review the Company’s latest annual report on Form 10-K, its filings on Form 10-Q, management’s discussion and analysis in the Company’s latest annual report to stockholders, the Company’s filings on Form 8-K, and other federal securities law filings for a description of other important factors that may affect the Company’s business, results of operations and financial condition. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized.
For more detailed information, please call (877) 424-4267 to listen to Chico’s monthly
sales information and investor relations line
A copy of a slide show addressing Chico’s recent financial results and current plans
for expansion is available on the Chico’s website at http://
www.chicos.com in the investor
relations section
Additional investor information on Chico’s FAS, Inc. is available free of charge on the Chico’s
website at http://
www.chicos.com in the investor relations section
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