a50341494.htm
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):  July 13, 2012
 
FRED'S, INC.
(Exact Name of Registrant as Specified in Charter)


Commission File Number 001-14565
 
Tennessee
(State or Other Jurisdiction
of Incorporation)
62-0634010
(I.R.S. Employer
Identification No.)
 
4300 New Getwell Road, Memphis, Tennessee  38118
(Address of principal executive offices)
 
(901) 365-8880
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:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨
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 July 13, 2012, the Board of Directors adopted and approved an amendment to the Fred’s, Inc. 2012 Long-Term Incentive Plan (the “Plan”).  The Board of Directors determined that the Plan should remove all references to a “Potential Change in Control.”
 
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
(d)
Exhibits.
     
 
99.1
Amendment No. 1 to the Fred’s, Inc. 2012 Long-Term Incentive Plan dated July 13, 2012.
 
 
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.
 
 
 
FRED'S, INC.
 
(Registrant)
     
     
Date:  July 16, 2012
By:  /s/
 Jerry A. Shore  
    Jerry A. Shore
    Executive Vice President and
    Chief Financial Officer
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit
  
Number
Description of Exhibit(s)
   
    99.1
Amendment No. 1 to the Fred’s, Inc. 2012 Long-Term Incentive Plan dated July 13, 2012.