As filed with the Securities and Exchange Commission on June 10, 2025.

Registration No. 333-_____

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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

(State or other jurisdiction of incorporation or organization)

52-2150697

(I.R.S Employer Identification No.)

 

104 Coleman Boulevard

Savannah, Georgia

(Address of Principal Executive Offices)

31408

(Zip Code)

 

Citi Trends, Inc. Amended and Restated 2021 Incentive Plan

(Full title of the plan)

 

 

 

Kenneth D. Seipel

Chief Executive Officer
Citi Trends, Inc.
104 Coleman Boulevard

Savannah, Georgia 31408

(912) 236-1561

(Name, and address and telephone number of agent for service)

 

With a copy of all communications to:

John B. Shannon, Esq.
Alston & Bird LLP
1201 West Peachtree Street
Atlanta, Georgia 30309
(404) 881-7000

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ¨

 

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 5, 2025, 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, as amended and restated from time to time (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 500,000 Shares. This Registration Statement on Form S-8 relates to the additional 500,000 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 (Registration No. 333-256946) and June 24, 2024 (Registration No. 333-280441), each relating to the Plan, including the information contained therein, are 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 statement 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:

 

Exhibit Number     Description
4.1   Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 7, 2018).
     
4.2   Fourth Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on October 31, 2022).
     
5.1*   Opinion of Alston & Bird LLP.
     
23.1   Consent of Alston & Bird LLP (included in Exhibit 5.1).
     
23.2*   Consent of Deloitte & Touche LLP.
     
24.1   Power of Attorney (included on signature page).
     
99.1   Citi Trends, Inc. Amended and Restated 2021 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 9, 2025).
     
107.1*   Filing fee table.

 

* 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 10, 2025.

 

  CITI TRENDS, INC.
   
  By: /s/ Kenneth D. Seipel
    Kenneth D. Seipel
    Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the individuals whose signatures appear below constitute and appoint 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 and several power of substitution, 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 pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all 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 several power of authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorneys-in-fact and agents or 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   Chief Executive Officer and Chairman   June 10, 2025
Kenneth D. Seipel   (Principal Executive Officer)    
         
/s/ Heather L. Plutino   Executive Vice President and Chief Financial Officer     June 10, 2025
Heather L. Plutino   (Principal Financial and Accounting Officer)    
         
/s/ Wesley Calvert   Director   June 10, 2025
Wesley Calvert        
         
/s/ Pamela Edwards   Director   June 10, 2025
Pamela Edwards        
         
/s/ David A. Heath   Director   June 10, 2025
David A. Heath        
         
/s/ Margaret L. Jenkins    Director   June 10, 2025
Margaret L. Jenkins        
         
/s/ Michael S. Kvitko   Director   June 10, 2025
Michael S. Kvitko        
         
/s/ Chaoyang (Charles) Liu   Director   June 10, 2025
Chaoyang (Charles) Liu        
         
/s/ Cara Robinson   Director   June 10, 2025
Cara Robinson        

 

 

 

 

Exhibit 5.1

 

June 10, 2025

 

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”), 500,000 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. Amended and Restated 2021 Incentive Plan, as amended from time to time (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 16, 2025 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 1, 2025.

 

 

/s/ Deloitte & Touche LLP

 

Atlanta, Georgia

 

June 10, 2025

 

 

 

 

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) 500,000 (1) $31.61 (2) $15,805,000 (2) $153.10 per $1,000,000 $2,419.75
Total Offering Amounts   $15,805,000   $2,419.75
Total Fee Offsets      
Net Fee Due       $2,419.75

 

(1)Amount to be registered consists of 500,000 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. Amended and Restated 2021 Incentive Plan, as amended from time to time (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 3, 2025.