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): December 18, 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	33966
(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))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

     On December 18, 2006, Marvin J. Gralnick and Helene B. Gralnick resigned from the Board of Directors of Chico’s FAS, Inc. (the “Company”). The action also included Mr. Gralnick’s resignation as the Chairman of the Board of Directors and the resignation by each of the Gralnicks from their respective positions as consulting employees. The decision by each of the Gralnicks to resign from their respective positions was for personal reasons and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

     Additionally on December 18, 2006, following the receipt of the resignations from the Gralnicks, the Company’s Board of Directors took certain additional actions. First, the Board acted to reduce the number of open Board seats from 11 to 8 (eliminating the open Board seat previously held by Stewart P. Mitchell, which vacancy had not previously been filled and eliminating the two newly open Board seats arising as a result of the resignations by the Gralnicks). Second, the Board appointed Michael A. Weiss, an existing outside director, as the new Chairman of the Board.

     On December 20, 2006, the Company issued a press release announcing the resignations by the Gralnicks, the reduction in the size of the Board and the appointment of Mr. Weiss as the new Chairman of the Board. A copy of the release issued on December 20, 2006 is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

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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: December 20, 2006	By:	/s/ Michael J. Kincaid
		Michael J. Kincaid, Senior Vice President --
		Finance and Chief Accounting Officer and Assistant Secretary

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INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Press Release of Chico’s FAS, Inc. dated December 20, 2006

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EX-99.1

Chico’s FAS, Inc. • 11215 Metro Parkway • Fort Myers, Florida 33966 • (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

Founders Retire From Chico’s
Michael Weiss Named As Non-Executive Chairman

     Fort Myers, FL - December 20, 2006 - Chico’s FAS, Inc. (NYSE: CHS) today announced that its founders, Marvin and Helene Gralnick, are retiring from their positions on the Board of Directors effective December 18, 2006. “We love this company and the Chico’s family will forever be a part of our heart and soul,” said Mr. Gralnick. “Although it is now time for us to step away, we look forward to following the Chico’s family of brands as they continue to grow and prosper.”

     After receiving the Gralnicks’ retirement notice, the Board of Directors voted to reduce the number of open Board seats from 11 to 8 and to appoint Michael A. Weiss to serve as its new Non-Executive Chairman. Mr. Weiss is the retired President and Chief Executive Officer of Express, a subsidiary of Limited Brands, Inc., and brings to the Board over 25 years of invaluable experience in the women’s specialty retail industry. Mr. Weiss joined the Limited organization in 1981 as merchandise manager for Express, and rose to the position of President of Express serving in that capacity from 1982 to 1993. He was named Vice Chairman of Limited in 1993, and served in that post until 1997, when he resumed the position of President of Express and also became its Chief Executive Officer. He served in that capacity from 1997 to 2004. Mr. Weiss stated, “I am deeply honored that the Board has chosen me to be its next Chairman and am excited to build on the outstanding foundation that Marvin and Helene created.”

     Scott A. Edmonds, President & CEO, commented, “What Marvin and Helene created here is truly amazing. Their passion and spirit will forever be embedded in our corporate culture. On behalf of the entire Chico’s family, we wish them a joyous retirement; they certainly deserve it.”

     Mr. Edmonds continued, “I look forward to continuing to work with Michael Weiss. He is an outstanding merchant and I believe that his vision and talent will help drive the business forward for many years to come.”

     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 909 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 541 Chico’s front-line stores, 32 Chico’s outlet stores, 251 White House | Black Market front-line stores, 14 White House | Black Market outlet stores, 48 Soma by Chico’s stores, 9 Fitigues front-line stores and 1 Fitigues outlet store; franchisees own and operate 13 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 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