As filed with the Securities and Exchange Commission on June 24, 2024.
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CITI TRENDS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 52-2150697 |
| (State or Other Jurisdiction of | (I.R.S. Employer |
| Incorporation or Organization) | Identification No.) |
104 Coleman Boulevard
Savannah, Georgia 31408
(912) 236-1561
(Address, Including Zip Code, of Principal Executive Offices)
Citi Trends, Inc. 2021 Incentive Plan
(Full Title of the Plan)
|
Kenneth D. Seipel Interim Chief Executive Officer Savannah, Georgia 31408 Telephone: (912) 236-1561 |
With a copy to: John B. Shannon, Esq. |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer x | |
|
Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
Smaller reporting company ¨ | |
| 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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
On June 20, 2024, at the annual meeting of stockholders of Citi Trends, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Citi Trends, Inc. 2021 Incentive Plan (the “Plan”), which amended the Plan to increase the number of shares of the Company’s common stock, par value $0.01 per share (the “Shares”), that may be issued under the Plan by 450,000 Shares. This Registration Statement on Form S-8 relates to the additional 450,000 Shares authorized for issuance under the Plan pursuant to the Amendment, including additional Shares that may become issuable in accordance with the adjustment and anti-dilution provisions of the Plan.
Pursuant to General Instruction E to Form S-8, the contents of the Company’s Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on June 9, 2021, relating to the Plan (Registration Nos. 333-256946), including the information contained therein, is hereby incorporated by reference into this Registration Statement on Form S-8 (the “Registration Statement”), except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
Except as indicated below as being incorporated by reference to another filing with the Commission by the Company, the following exhibits to this registration statement are being filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Savannah, State of Georgia, on June 24, 2024.
| CITI TRENDS, INC. | ||
| By: | /s/ Kenneth D. Seipel | |
| Kenneth D. Seipel | ||
| Interim Chief Executive Officer | ||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Heather L. Plutino and Kenneth D. Seipel, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Kenneth D. Seipel | Interim Chief Executive Officer | June 24, 2024 | ||
| Kenneth D. Seipel | (Principal Executive Officer) and Director | |||
| /s/ Heather L. Plutino | Executive Vice President and Chief Financial Officer | June 24, 2024 | ||
| Heather L. Plutino | (Principal Financial and Accounting Officer) | |||
| /s/ Peter R. Sachse | Executive Chairman of the Board | June 24, 2024 | ||
| Peter R. Sachse | ||||
| /s/ Jonathan Duskin | Director | June 24, 2024 | ||
| Jonathan Duskin | ||||
| /s/ David Heath | Director | June 24, 2024 | ||
| David Heath | ||||
| /s/ Margaret L. Jenkins | Director | June 24, 2024 | ||
| Margaret L. Jenkins | ||||
| /s/ Michael Kvitko | Director | June 24, 2024 | ||
| Michael Kvitko | ||||
| /s/ Chaoyang (Charles) Liu | Director | June 24, 2024 | ||
| Chaoyang (Charles) Liu | ||||
| /s/ Cara Robinson Sabin | Director | June 24, 2024 | ||
| Cara Robinson Sabin |
Exhibit 5.1
June 24, 2024
Citi Trends, Inc.
104 Coleman Boulevard
Savannah, Georgia 31408
| Re: | Registration Statement on Form S-8 – Citi Trends, Inc. 2021 Incentive Plan |
Ladies and Gentlemen:
We have acted as counsel to Citi Trends, Inc., a Delaware corporation (the “Corporation”), in connection with the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by the Corporation with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933, as amended (the “Securities Act”), 450,000 shares of the Corporation’s Common Stock, $0.01 par value per share (the “Shares”), which may be issued by the Corporation upon the grant or exercise of awards pursuant to the Citi Trends, Inc. 2021 Incentive Plan (the “Plan”). We are furnishing this opinion letter pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
In connection with our opinion below, we have examined the Third Amended and Restated Certificate of Incorporation of the Corporation, the Fourth Amended and Restated By-laws of the Corporation, records of proceedings of the Board of Directors, or committees thereof, of the Corporation deemed by us to be relevant to this opinion letter, the Plan and the Registration Statement. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies.
As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction, of such other records, agreements, documents and instruments, including certificates or comparable documents of officers of the Corporation and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth. Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.
Our opinion set forth below is limited to the General Corporation Law of the State of Delaware, applicable provisions of the Constitution of the State of Delaware and reported judicial decisions interpreting such General Corporation Law and Constitution that, in our professional judgment, are normally applicable to transactions of the type contemplated by the Plan, and we do not express any opinion herein concerning any other laws.
This opinion letter is provided for use in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. The only opinion rendered by us consists of those matters set forth in the sixth paragraph hereof, and no opinion may be implied or inferred beyond the opinion expressly stated.
Based on the foregoing, it is our opinion that the Shares to be issued under the Plan are duly authorized, and, when issued by the Corporation in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| ALSTON & BIRD | ||
| By: | /s/ John B. Shannon | |
| John B. Shannon, Partner | ||
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 18, 2024 relating to the financial statements of Citi Trends, Inc. and subsidiary and the effectiveness of Citi Trend Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Citi Trends, Inc. for the year ended February 3, 2024.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
June 24, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
CITI TRENDS, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Share |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, $0.01 par value | 457(c) and 457(h) | 450,000 (1) | $21.61 (2) | $9,724,500 (2) | $147.60 per $1,000,000 | $1,435.34 |
| Total Offering Amounts | $9,724,500 | $1,435.34 | |||||
| Total Fee Offsets | — | ||||||
| Net Fee Due | _____ | $1,435.34 | |||||
| (1) | Amount to be registered consists of 450,000 shares of Citi Trends, Inc. (the “Company”) common stock, $0.01 par value per share (“Common Stock”) that may be offered or sold under the Citi Trends, Inc. 2021 Incentive (the “Plan”). Pursuant to Rule 416 under the Securities Act, this Registration Statement also covers an indeterminate number of additional shares that may be offered or issued as a result of stock splits, stock dividends or similar transactions. |
| (2) | Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices of the Common Stock as reported on the NASDAQ Global Select Market on June 17, 2024. |