UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): September 17,
2007
THE
CHILDREN’S PLACE RETAIL STORES, INC.
(Exact
name of registrant as specified in charter)
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Delaware
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0-23071
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31-1241495
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(State
or Other Jurisdiction
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(Commission
File
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(IRS
Employer
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of
Incorporation)
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Number)
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Identification
No.)
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915
Secaucus Road, Secaucus, New Jersey, 07094
(Address
of Principal Executive Offices) (Zip Code)
(201)
558-2400
(Registrant’s
telephone number, including area code)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
September 17, 2007, 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 Form 10-Q for the
fiscal second quarter of 2007 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 Market.
The
Company anticipated receipt of this notice since, as previously announced,
it
received previous determination letters 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 Reports on Form 10-Q for the second
quarter ended July 29, 2006, the third quarter ended October 28, 2006, the
first
quarter ended May 5, 2007, and its annual report on Form 10-K for the fiscal
year ended February 3, 2007.
Separately,
the Board of Directors of the Nasdaq Stock Market recently notified the Company
that it has until November 14, 2007, to file all of its delinquent periodic
reports to regain compliance with Rule 4310(c)(14). If the Company has not
regained compliance by November 7, 2007, the Company will need to explain to
the
Nasdaq Staff the reasons for its inability to do so, in order for the Nasdaq
Board to consider whether any further extension is warranted. There is no
assurance that the Company will be able to meet the new deadline, and if it
does
not, there is no assurance that the Nasdaq Board will grant the Company
additional time to become compliant. If the Company fails to come into
compliance by November 15th or any extended deadline, the Company anticipates
that its shares will be delisted.
On
September 20, 2007 the Company issued a press release announcing receipt of
the
Nasdaq Staff Determination letter.
[SIGNATURE
BLOCK FOLLOWS]
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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THE
CHILDREN’S PLACE RETAIL STORES, INC.
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By
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/s/
Susan Riley
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Name:
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Susan
Riley
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Title:
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Executive
Vice President, Finance
and
Administration
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Dated:
September 20, 2007
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