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
12, 2006
|
THE
CHILDREN'S PLACE RETAIL STORES, INC.
|
(Exact
name of registrant as specified in its charter)
|
|
DELAWARE
|
0-23071
|
31-1241495
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer ID
Number)
|
|
915
Secaucus Road, Secaucus, New Jersey
|
07094
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant's
Telephone Number, including area
code:
|
(201)
558-2400
|
|
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:
|
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
3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
On
December 12, 2006, The Children’s Place Retail Stores, Inc. (the “Company”)
received
a Nasdaq Staff Determination letter from the Nasdaq Stock Market. The letter
states that because the Company has not filed its Quarterly Report on Form
10-Q
for the third quarter ended October 28, 2006, with the Securities and Exchange
Commission, Nasdaq, pursuant to Marketplace Rule 4310(c)(14), has an additional
basis for delisting the Company's securities from The Nasdaq Global Select
Stock
Market. In accordance with Marketplace Rule 4804(c), the Company will respond
to
the Nasdaq Listing Qualifications Panel (the “Panel”) regarding this additional
deficiency. The letter states that the Panel will consider this matter in
rendering its determination about the Company’s continued listing.
The
Company anticipated receipt of this notice since, as previously announced,
it
received an initial Staff Determination letter indicating that the Company
was
not in compliance with the filing requirements for continued listing due to
the
Company's inability to file its Quarterly Report on Form 10-Q for the second
quarter ended
July 29, 2006. The
Company appealed the initial Staff Determination at a hearing before the Panel
on October
26, 2006.
The
panel has not yet rendered a decision. Pending a
decision by the Panel, the Company's common stock will remain listed on
The
Nasdaq Global Select Stock Market. However,
there
can
be no assurance that the Panel will grant the Company's request for continued
listing.
As
previously announced an investigation into the Company’s stock option practices
is being conducted by outside counsel and is under the supervision of a Special
Committee of the Board of Directors. The Board is committed to completing the
investigation and resolving these issues as quickly and diligently as
possible.
On
December 15, 2006 the Company issued a press release announcing receipt of
the
Nasdaq Staff Determination letter. A copy of the Company’s press release is
included as Exhibit 99.1 hereto.
(a) Financial
Statements of Business Acquired: Not applicable
(b) Pro
Forma
Financial Information: Not applicable
(c) Exhibits:
| 99.1 |
Press
Release dated December 15, 2006.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| THE CHILDREN'S PLACE RETAIL STORES, INC. | ||
| |
|
|
| By: | /s/ Susan Riley | |
| Name: |
Susan Riley, Senior Vice President, Chief Financial Officer |
|
| Dated: December 15, 2006 | ||
FOR
IMMEDIATE RELEASE
THE
CHILDREN’S PLACE RETAIL STORES, INC. RECEIVES NOTICE FROM NASDAQ DUE TO LATE
FILING OF THIRD QUARTER FISCAL 2006 FORM 10-Q
SECAUCUS,
NJ, December 15, 2006 - The Children’s Place Retail Stores, Inc. (Nasdaq: PLCE)
announced today that, as anticipated, it received
a Nasdaq Staff Determination letter dated December 12, 2006 from the Nasdaq
Stock Market. The letter states that because the Company has not filed its
Quarterly Report on Form 10-Q for the third quarter ended October 28, 2006,
with
the Securities and Exchange Commission, Nasdaq has an additional basis for
delisting the Company's securities from The Nasdaq Global Select Stock Market.
In accordance with Marketplace Rule 4804(c), the Company will respond to the
Nasdaq Listing Qualifications Panel (the “Panel”) regarding this additional
deficiency. The letter states that the Panel will consider this matter in
rendering its determination about the Company’s continued listing.
The
Company anticipated receipt of this notice since, as previously announced,
it
received an initial Staff Determination letter indicating that the Company
was
not in compliance with the filing requirements for continued listing due to
the
Company's inability to file its Quarterly Report on Form 10-Q for the second
quarter ended
July 29, 2006. The
Company appealed the initial Staff Determination at a hearing before the Panel
on October
26, 2006.
The
panel has not yet rendered a decision. Pending a
decision by the Panel, the Company's common stock will remain listed on
The
Nasdaq Global Select Stock Market. However,
there
can
be no assurance that the Panel will grant the Company's request for continued
listing.
As
previously announced an investigation into the Company’s stock option practices
is being conducted by outside counsel and is under the supervision of a Special
Committee of the Board of Directors. The Board is committed to completing the
investigation and resolving these issues as quickly and diligently as
possible.
The
Children’s Place Retail Stores, Inc. is a leading specialty retailer of
children’s merchandise. The Company designs, contracts to manufacture and sells
high-quality, value-priced merchandise under the proprietary “The Children’s
Place” and licensed “Disney Store” brand names. As of November 25, 2006, the
Company owned and operated 865 The Children’s Place stores and 333 Disney Stores
in North America and The Children’s Place online store at www.childrensplace.com.
This
press release may contain certain forward-looking statements regarding future
circumstances. These forward-looking statements are based upon the Company’s
current expectations and assumptions and are subject to various risks and
uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements including, in particular, the
risks and uncertainties described in the Company’s filings with the Securities
and Exchange Commission. Actual
results, events, and performance may differ. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of
the
date hereof. We undertake no obligation to release publicly any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. The inclusion of any statement in this release does not
constitute an admission by The Children's Place or any other person that the
events or circumstances described in such statement are
material.
| CONTACT: |
The
Children’s Place Retail Stores, Inc.
Heather
Anthony, Senior Director, Investor Relations, (201)
558-2865
|
###
