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): May 16, 2006

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

EX-99.1 PRESS RELEASE DATED 5/16/06

Item 8.01. Other Events

     On May 16, 2006, Chico’s FAS, Inc. (the “Company”) issued a press release announcing that it had completed its previously announced $100 million stock repurchase program and that its Board of Directors has approved the repurchase of an additional $100 million of the Company’s outstanding common stock. A copy of the press release is attached as an Exhibit to this Report on Form 8-K (Exhibit 99.1).

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits:

     Exhibit 99.1 Chico’s FAS, Inc. Press Release dated May 16, 2006

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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: May 16, 2006	By: /s/ Michael J. Kincaid
	Michael J. Kincaid, Senior Vice President — Finance and
	Chief Accounting Officer and Assistant Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Chico’s FAS, Inc. Press Release dated May 16, 2006

EX-99.1

Exhibit 99.1

Chico’s FAS, Inc. • 11215 Metro Parkway • Fort Myers, Florida 33912 • (239)277-6200 • Fax: (239) 277-5237

For Immediate Release
Executive Contacts:
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. Completes $100 Million Stock Repurchase Program; Announces Authorization to Repurchase an Additional $100 Million

     Fort Myers, FL - May 16, 2006 - Chico’s FAS, Inc. (NYSE: CHS) announced today the completion of its $100 million stock repurchase program that was previously announced. The Company repurchased approximately 3.1 million shares under the $100 million program at an average cost of $32.46 per share. Chico’s also announced today that its Board of Directors has authorized the repurchase of up to an additional $100 million of its outstanding common stock over the next twelve months. Consistent with the recently completed repurchase program, the Board authorization allows shares to be acquired from time to time on the open market and in private transactions at prevailing market prices, depending on prevailing market conditions. The company may terminate or limit the new stock repurchase program at any time.

     Scott A. Edmonds, President and CEO, commented, “We are pleased to have been able to complete the $100 million repurchase program. Our Board’s decision to expand our stock repurchase program and repurchase another $100 million in shares underscores our continued confidence in our brands and the strength of our balance sheet. This decision takes into account our view that our shares are currently undervalued by the market, and expanding this program represents an appropriate and best use of the shareholders’ money. We believe that the current stock price does not reflect the strength of several of our key performance measures and our prospects for future growth. In particular, the Company continues to generate considerable free cash flow, and is among the leaders in our industry with sales per square foot in excess of $1,000 in both our Chico’s and WH|BM brands. We continue to post positive same store sales growth in all brands.”

     The Company plans to fund the continuation of its stock repurchase program from its cash flow from operations. The timing, actual number, and value of shares to be purchased will depend on the performance of Chico’s stock price and market conditions. The Company will disclose its purchases with each Form 10-Q filing.

     The Company is a specialty retailer of private-label, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing gift items. The Company operates 797 women’s specialty stores, including stores in 47 states, the District of Columbia, the U.S. Virgin Islands and Puerto Rico operating under the Chico’s, White House | Black Market, Soma by Chico’s and Fitigues names. The Company owns 508 Chico’s front-line stores, 31 Chico’s outlet stores, 206 White House | Black Market front-line stores, 9 White House | Black Market outlet stores, 19 Soma by Chico’s stores, 10 Fitigues front-line stores and 1 Fitigues outlet store; franchisees own and operate 13 Chico’s stores.

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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 the Company’s monthly
sales information and investor relations line

A copy of a slide show addressing the Company’s recent financial results and current plans
for expansion is available on the Company’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 Company’s
website at http://www.chicos.com in the investor relations section

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