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):
February
6, 2008
THE
CHILDREN’S PLACE RETAIL STORES, INC.
(Exact
Name of Registrants as Specified in Their Charters)
Delaware
(State
or
Other Jurisdiction of
Incorporation)
|
0-23071
|
31-1241495
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
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 (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 2.02 | Results of Operations and Financial Condition |
On
February 7, 2008, The Children’s Place Retail Stores, Inc. (the “Company”)
issued a press release regarding the Company’s sales results for the fiscal
month, quarter and year each ending February 2, 2008.
A
copy of
a press release relating to the foregoing is attached hereto as Exhibit 99.1
and
is incorporated in this Item 2.02 by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
(a)
The
Children’s Place Retail Stores, Inc. (the “Company”) announced on February [7],
2006 that it will request a hearing before the Nasdaq Listing Qualifications
Panel in response to the Company’s receipt of a Nasdaq Staff Determination
letter dated February [6] 2008. The letter relates to the Company’s
non-compliance with Marketplace
Rules 4350(e) and 4350(g). The
Company did not hold an annual meeting of shareholders in 2007 because it did
not have the requisite financial statements. Securities and Exchange Commission
Rules require that Company’s annual report for the fiscal year ended February 2,
2008 accompany any solicitation of proxies for the next annual meeting of
shareholders. The Company intends to hold an annual meeting of stockholders
and
to solicit proxies for such meeting as soon as practicable after its Annual
Report on Form 10-K for the fiscal year ended February 2, 2008 has been filed
with the Securities and Exchange Commission.
A
copy of
the press release issued by Company announcing receipt of the NASDAQ Staff
Determination Letter is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statement and Exhibits. |
| (d) | Exhibits. | |
| Exhibit 99.1 Press release issued by the Company dated February 7, 2008 | ||
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.
| Date: February 7, 2008 | ||
| THE CHILDREN’S PLACE RETAIL STORES, INC. | ||
| By: |
/s/
Susan J.
Riley
|
|
|
Name: Susan J. Riley Title:
Executive Vice President, Finance and
Administration
|
||
FOR
IMMEDIATE RELEASE
THE
CHILDREN’S PLACE RETAIL STORES, INC. REPORTS JANUARY SALES
Secaucus,
New Jersey - February 7, 2008 - The Children’s Place Retail Stores, Inc.
(Nasdaq: PLCE)
today
announced sales of $121.7 million for the four-week period ended February
2,
2008 versus sales of $127.4 million for the five-week period ended February
3,
2007. Consolidated comparable store sales for the four weeks ended February
2,
2008, increased 6% versus the corresponding four-week period last year. Both
brands had higher promotional levels during January 2008 than last year.
During
fiscal January, the Company opened two The Children’s Place stores and closed
ten. In addition, the Company opened six Disney Stores and closed eight.
Total
Sales (millions):
|
January
2008
(4
wks)
|
January
2007
(5
wks)
|
%
(Decrease)
|
Fourth
Quarter
2007
(13
wks)
|
Fourth
Quarter
2006
(14
wks)
|
%
Increase
|
Fiscal
2007
(52
wks)
|
Fiscal
2006
(53
wks)
|
%
Increase
|
||||||||||||||||||||
|
The
Children’s Place brand
|
$
|
82.5
|
$
|
86.3
|
(4
|
)%
|
$
|
443.3
|
$
|
416.8
|
6
|
%
|
$
|
1,520.5
|
$
|
1,405.4
|
8
|
%
|
||||||||||
|
Disney
Store
|
$
|
39.2
|
$
|
41.1
|
(5
|
)%
|
$
|
227.6
|
$
|
228.4
|
0
|
%
|
$
|
642.3
|
$
|
612.3
|
5
|
%
|
||||||||||
|
Total
Company
|
$
|
121.7
|
$
|
127.4
|
(4
|
)%
|
$
|
670.9
|
$
|
645.2
|
4
|
%
|
$
|
2,162.8
|
$
|
2,017.7
|
7
|
%
|
||||||||||
Comparable
Store Sales Increase/(Decrease)
1:
|
January
2008
(4
wks)
|
January
2007
(4
wks)
|
Fourth
Quarter 2007
(13
wks)
|
Fourth
Quarter 2006
(13
wks)
|
Fiscal
2007
(52
wks)
|
Fiscal
2006
(52
wks)
|
||||||||||||||
|
The
Children’s Place brand
|
9
|
%
|
(6
|
)%
|
7
|
%
|
2
|
%
|
3
|
%
|
10
|
%
|
|||||||
|
Disney
Store
|
2
|
%
|
27
|
%
|
(4
|
)%
|
14
|
%
|
0
|
%
|
14
|
%
|
|||||||
|
Total
Company
|
6
|
%
|
2
|
%
|
3
|
%
|
6
|
%
|
2
|
%
|
11
|
%
|
|||||||
Separately,
the Company announced that it will request a hearing before the Nasdaq Listing
Qualifications Panel in response to the Company’s receipt of a Nasdaq Staff
Determination letter dated February 6, 2008. The letter states that the Company
is not in compliance with the requirements for continued listing as set forth
in
Marketplace Rules 4350(e) and 4350(g) and, therefore, its common stock is
subject to delisting. The letter was issued in accordance with Nasdaq procedures
due to the Company’s failure to hold its fiscal 2006 Stockholder Meeting by the
February 3, 2008 deadline required by Nasdaq. This is due to the delayed
filing
of the Company’s 2006 Annual Report on Form 10-K which was filed on December 5,
2007. Accordingly, the Company will be requesting Nasdaq provide an extension
to
the meeting deadline and expects to hold the meeting in the Spring of
2008.
Pending
a
decision by the Panel, the Company’s common stock will remain listed on The
Global Select Market. However, there can be no assurance that the Panel will
grant the Company's request for continued listing.
-
more
-
PLCE:
January 2008 Sales Release
Page
2
In
conjunction with today’s January sales release, you are invited to listen to the
Company’s pre-recorded monthly sales call, which will be available beginning at
7:30 a.m. Eastern Time today through Thursday, February 14, 2007. To access
the
call, please dial (402) 220-2668 or you may listen through the Investor
Relations section of the Company’s website, www.childrensplace.com.
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 February 2, 2008, the
Company owned and operated 904 The Children’s Place stores and 335 Disney Stores
in North America and its online stores at www.childrensplace.com
and
www.disneystore.com.
1
As
previously announced, due to the extra week in fiscal 2006, the Company’s fiscal
2007 comparable store sales have shifted by one week as compared to the
corresponding period of fiscal 2006. References made today regarding last year’s
comparable store sales results, in view of the shift, are on the “adjusted”
basis. For a breakdown of the Company’s fiscal 2006 comparable store sales on an
“as reported” and “as adjusted” basis, please refer to the Company’s March 8,
2007, press release.
This
press release (and above referenced call) 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. Some of these risks and uncertainties are described in the Company's
filings with the Securities and Exchange Commission, including in the “Risk
Factors” section of its reports of Forms 10-K and 10-Q. Risks and uncertainties
relating to the restatement of the Company's historical financial information,
the Company’s historical stock option granting practices and other historical
practices identified as material weaknesses as described in the Company’s
filings on December 5, 2007, the delays in scheduling of the Company’s fiscal
2006 shareholder meeting, the outcome of the informal investigation of the
Company being conducted by the Securities and Exchange Commission, potential
other governmental proceedings, the shareholder litigation commenced against
the
Company and certain of its officers and directors also could cause actual
results, events and performance to differ materially. Readers (or listeners
on
the call) are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they were made. The Company
undertakes 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 Company or any other person that the events or circumstances described
in
such statement are material.
|
CONTACT:
|
The
Children’s Place Retail Stores, Inc.
|
|
Investors:
|
Jane
Singer, Investor Relations, (201) 453-6955
|
|
Media:
|
Diane
Zappas/Leigh Parrish, FD, (212)
850-5600
|
###