UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
Commission
File Number: 0-23071
CUSIP
Number: 168905107
NOTIFICATION
OF LATE FILING
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(Check
One):
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¨
Form 10-K
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¨
Form 20-F
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¨
Form 11-K
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þ
Form 10-Q
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¨
Form 10-D
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¨
Form N-SAR
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¨
Form N-CSR
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For
Period Ended:
August 4, 2007
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¨
Transition Report on Form 10-K
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¨
Transition Report on Form 10-Q
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¨
Transition Report on Form 20-F
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¨
Transition Report on Form N-SAR
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¨
Transition Report on Form 11-K
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For
the
Transition Period Ended:
____________________________________________
Nothing
in this form shall be construed to imply that the Commission has verified
any
information contained herein.
If
the
notification relates to a portion of the filing checked above, identify the
item(s) to which the notification relates: N/A
PART
I
REGISTRANT
INFORMATION
Full
name
of registrant The
Children’s Place Retail Stores, Inc.
Former
name if applicable N/A
915
Secaucus Road
Address
of principal executive office (Street
and number)
Secaucus,
New Jersey 07094
City,
state and zip code
PART
II
RULE
12b-25 (b) and (c)
If
the subject report could not be filed without unreasonable effort or expense
and
the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be
completed. (Check box if appropriate.)
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(a)
The reasons described in reasonable detail in Part III of this
form could
not be eliminated without unreasonable effort or
expense;
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¨
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(b)
The subject annual report, semi-annual report, transition report
on Form
10-K, 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be
filed on or before the fifteenth calendar day following the prescribed
due
date; or the subject quarterly report or transition report on Form
10-Q or
subject distribution report on Form 10-D, or portion thereof will
be filed
on or before the fifth calendar day following the prescribed due
date;
and
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(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III
NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR
or
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The
Children’s Place Retail Stores, Inc. (the “Company”) was unable to file its
Quarterly Report on Form 10-Q for the fiscal quarter ended August 4, 2007
(the
“Second Quarter Fiscal 2007 Form 10-Q”) with the Securities and Exchange
Commission (the “SEC”) on September 13, 2007 because, as announced by the
Company on August 23, 2007, recent developments have required that the Company
address certain matters in its SEC filings that previously had not been
anticipated. The Company’s Board of Directors is still reviewing the
circumstances surrounding certain violations of the Company's policies and
procedures by two executives of the Company and is considering the appropriate
actions to take regarding these matters. Although the Company does not currently
expect these violations to result in a material change to the Company's
previously reported results of operations, the Board must determine the actions
to take on these matters before the Company files its delinquent SEC filings,
including the Second Quarter Fiscal 2007Form 10-Q. This delay could not be
eliminated by the Company without unreasonable effort and expense.
The
Company will determine the necessary actions to take on these matters and
will
prepare its delinquent SEC filings, including the Second Quarter Fiscal 2007
Form 10-Q, as soon as practicable.
2
PART
IV
OTHER
INFORMATION
(1) Name
and
telephone number of person to contact in regard to this
notification.
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Susan
Riley
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(201)
558-2400
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(Name)
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(Area
Code)(Telephone Number)
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(2) Have
all
other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940
during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no, identify
reports(s).
¨Yes þNo
The
Company has not filed its Quarterly Reports on Form 10-Q for the fiscal quarters
ended July 29, 2006, October 28, 2006 and May 5, 2007 or its Annual Report
on
Form 10-K for the fiscal year ended February 3, 2007 .
(3) Is
it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
þYes ¨No
If
so:
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The
Company anticipates that the statement of income for its second quarter
ended
August 4, 2007 (“Second Quarter Fiscal 2007”) to be included in its Second
Quarter Fiscal 2007 Form 10-Q will reflect significant changes in the Company’s
results of operations from the second quarter of the preceding fiscal year
(“Second Quarter Fiscal 2006”) because (i) the Company has opened new stores,
and the Company’s sales have grown, since Second Quarter Fiscal 2006, and (ii)
the Company’s business was less profitable during the Second Quarter Fiscal 2007
as compared to the Second Quarter Fiscal 2006 due primarily to business
conditions which resulted in higher mark downs, and increased expenses,
including expenses associated with the Company’s stock option
investigation.
The
Company expects to report in its Second Quarter Fiscal 2007 Form 10-Q that
consolidated sales increased from $395.6
million in Second Quarter Fiscal 2006 to $424.3 million in Second Quarter
Fiscal
2007 and that net loss increased from $15.2 million in Second Quarter Fiscal
2006 to $27.1
million (on a preliminary basis) in Second Quarter Fiscal 2007. However,
these
preliminary net income amounts are subject to change.
3
The
Children’s Place Retail Stores, Inc.
(Name
of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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| Date September 14, 2007 | By: | /s/ Susan Riley |
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Susan Riley, Executive Vice President, |
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Finance
and Administration
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