SEC Company Response from Citi Trends Inc (CTRN) (CIK 0001318484) (CTRN) — May 17, 2005
Citi Trends Inc (CTRN) (CIK 0001318484)
Date: May 17, 2005 · CIK: 0001318484 · Accession: 0000950123-05-006424
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File numbers found in text: 333-123028
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CORRESP
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ACELERATION REQUEST
CIIT TRENDS, INC.
102 Fahm Street
Savannah, GA 31401
May 13, 2005
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re:
Citi Trends, Inc. – Registration Statement on Form S-1 (File No.
333-123028)
Ladies and Gentlemen:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), Citi Trends, Inc. (the “Company”) hereby requests that the effective date of the
above-referenced Registration Statement (the “Registration Statement”) be accelerated so that the
same may become effective on May 17, 2005 at 3:00 p.m. or as soon thereafter as may be practicable.
The amount of compensation to be allowed or paid to the underwriters and any other arrangements
among the Company, the underwriters and other broker-dealers participating in the distribution, as
described in the Registration Statement, have been reviewed to the extent required by the National
Association of Securities Dealers, Inc. (the “NASD”) and the NASD has expressed no objections to
such compensation and other arrangements.
The Company acknowledges that:
• should the Commission or
the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the
Commission from taking any action
with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
The Company understands that the Staff will consider this request as confirmation by the Company of
its awareness of its obligations under the Securities Act as they relate to the offering
contemplated by the Registration Statement.
It would be appreciated if, as soon as the Registration Statement has become effective, you would
so inform our attorney, William Schwitter, by telephone at (212) 318-6400.
Very truly yours,
CITI TRENDS, INC.
By: /s/ R. Edward Anderson
Name: R. Edward Anderson
Title: Chief Executive Officer