form8k.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): June 21, 2007
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))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) Departure
of Director
John
Megrue retired from the Board of Directors effective June 21, 2007 at the end
of
his term. Mr. Megrue has served on the Board since 1993.
(d) Appointment
of Directors
On
June
21, 2007, the Board of Directors appointed Mr. Lemuel E. Lewis, as a Class
III
director, and Dr. Carl P. Zeithaml, as a Class II director, in each case
effective as of July 1, 2007. Under Virginia law, the term of a
director elected by the board of directors to fill a vacancy expires at the
next
shareholders' meeting at which directors are elected. Therefore, Mr.
Lewis and Dr. Zeithaml will stand for election at the 2008 Annual Meeting of
Shareholders.
Mr.
Lewis
currently serves as a Board member and Chairman of the Audit Committee at the
Federal Reserve Bank of Richmond, Virginia. He is a retired executive
with Landmark Communications, serving most recently as Chief Financial
Officer. He has an extensive background in finance, human resources,
mergers and acquisitions, and unit operations. Mr. Lewis is expected
to serve on the Audit Committee at Dollar Tree.
Dr.
Zeithaml is the Dean of McIntire School of Commerce at the University of
Virginia. He specializes in the field of strategic management with an
emphasis on global and competitive strategy. He has an extensive
resume and educational experience. Dr. Zeithaml is expected to serve
on the Compensation Committee at Dollar Tree.
Neither
director has any family relationships, related party transactions, or other
arrangements between the director and the Company. Each director will
receive an annual retainer of $80,000 for his service on the
Board. Mr. Lewis will receive an additional $4,000 per year for
service on the Audit Committee while Dr. Zeithaml will receive an additional
$2,000 per year for service on the Compensation
Committee.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a)
On
June 21, 2007, the
Board of Directors amended Article III, Section 2 of the company’s Third
Restated Bylaws to increase the number of directors from eleven to
twelve. A copy of the Bylaws, as amended, is attached to this filing
as Exhibit 3.1.
Item
7.01. Regulation FD Disclosure.
On
June
21, 2007, Dollar Tree Stores, Inc. issued a press release regarding its Annual
Meeting of Shareholders. A copy of the press release is attached to
this Form 8-K as Exhibit 99.1 and is incorporated herein by this
reference.
The
information contained in this item is being furnished to the Securities and
Exchange Commission. Such information shall not be deemed "filed" for
purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise
subject to the liabilities of that Section. The information shall not
be deemed incorporated by reference into any registration statement or other
document filed pursuant to the Securities Act of 1933, except as expressly
set
forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits.
3.1 Third
Restated Bylaws of Dollar Tree Stores, Inc., as amended
99.1 Press
Release dated June 21, 2007 issued by Dollar Tree Stores, Inc.
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.
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DOLLAR
TREE STORES, INC.
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Date:
June 22, 2007
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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
Exhibit
3.1 - Third Restated Bylaws of Dollar Tree Stores, Inc., as amended
Exhibit
99.1 - Press release dated June 21, 2007 issued by Dollar Tree Stores,
Inc.