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 15, 2005
DOLLAR
TREE STORES, INC.
(Exact
name of registrant as specified in its charter)
VIRGINIA
(State
or
Other Jurisdiction of Incorporation)
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0-25464
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54-1387365
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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500
Volvo
Parkway
Chesapeake,
VA 23320
(Address
of Principal Executive Offices and Zip Code)
(757)
321-5000
(Registrant’s
Telephone Number, Including Area Code)
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))
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Item
1.01.
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Entry
into a Material Definitive Agreement.
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On
December 15, 2005, the Compensation Committee of the Board of Directors of
Dollar Tree Stores, Inc. approved the acceleration of the vesting date of
all
previously issued, outstanding and unvested options under all current stock
option plans, including the 1995 Stock Incentive Plan, the 2003 Equity Incentive
Plan and the 2004 Executive Officer Equity Plan, effective as of December
15,
2005.
The
Company believes that the decision to accelerate the vesting of these options,
almost all of which have exercise prices that are higher than our current
stock
price, will give employees increased performance incentives and will enhance
current retention. The Company also implemented the acceleration program
to
eliminate non-cash compensation expense that would have been recorded in
future
periods following the Company’s adoption of Financial Accounting Standards Board
Statement No. 123, “Share Based Payment (revised 2004)”, (FAS 123R) in the first
quarter of fiscal 2006. FAS 123R requires recognizing compensation cost for
any
unvested stock options at the date of adoption over the remaining requisite
service period of the options. Currently, the Company accounts for options
using
the intrinsic value method of accounting prescribed by Accounting Principles
Board Opinion No. 25, “Accounting for Stock Issued to Employees” and provides
footnote disclosure of the compensation expense associated with stock options.
The future expense that will be eliminated as a result of the option
acceleration program is estimated to be approximately $15.0 million (before
tax)
over a period of four years during which the options would have vested. This
determination is based on the estimated number of options presently outstanding
subject to the acceleration program and is net of an adjustment for estimated
forfeiture of certain (in the money) options, for which the company expects
to
take an immediate charge of approximately $125,000.
A
WARNING
ABOUT FORWARD-LOOKING STATEMENTS: This Form 8-K contains "forward-looking
statements" as that term is used in the Private Securities Litigation Reform
Act
of 1995. Forward-looking statements address future events, developments or
results and typically use words such as believe, anticipate, expect, intend,
plan, forecast, or estimate. For example, the Company’s forward-looking
statements include statements regarding its expectation for how the decision
to
accelerate option vesting will affect future earnings and how it affects
employee performance incentives and retention. For a discussion of the risks,
uncertainties and assumptions that could affect our future events, developments
or results, you should carefully review the "Risk Factors," "Business," and
"Management's Discussion and Analysis of Financial Condition and Results
of
Operations" sections in our Annual Report on Form 10-K filed April 14, 2005
and
the “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” section of our Quarterly Report on Form 10-Q filed December 8, 2005.
Also, carefully review "Risk Factors" in our most recent prospectuses filed
November 15, 2000 and August 3, 2000. In light of these risks and uncertainties,
the future events, developments or results described by our forward-looking
statements in this document could turn out to be materially and adversely
different from those we discuss or imply. We are not obligated to release
publicly any revisions to any forward-looking statements contained in this
press
release to reflect events or circumstances occurring after the date of this
report and you should not expect us to do so.
On
December 15, 2005, the Board of Directors of Dollar Tree Stores, Inc. approved
the Third Restated By-Laws of the Company. The Third Restated By-Laws are
attached to this Form 8-K as Exhibit 99.1 and are incorporated herein by
this
reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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Third
Restated By-Laws of Dollar Tree Stores, Inc approved December 15,
2005.
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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.
| DOLLAR
TREE
STORES, INC. |
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By:
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/s/
Kent A. Kleeberger
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Kent
A. Kleeberger
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Chief
Financial Officer
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EXHIBITS
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Third
Restated By-Laws of Dollar Tree Stores, Inc. approved December
15, 2005.
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