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
28, 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
3.01.
|
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
|
(b)
On
February 28, 2008, The
Children’s Place Retail Stores, Inc. (the
“Company”) received notice from James Goldman, an independent member of the
Company's Board of Directors (“Board”), of his resignation from the Board,
effective immediately. Following Mr. Goldman’s resignation, the Company has six
directors, of whom three are independent directors. On February 29, 2008, the
Company notified The Nasdaq Stock Market, Inc. (the “Nasdaq”) that, due to Mr.
Goldman's resignation, it was not in compliance with Nasdaq Marketplace Rule
4350(c)(1) because its Board no longer was comprised of a majority of
independent directors as defined by Nasdaq Marketplace Rule 4200(a)(15).
According to Nasdaq Marketplace Rule 4350(c)(1), because the Company’s next
annual shareholder meeting is scheduled no later than 180 days following Mr.
Goldman’s resignation, the Company has until August 27, 2008 to regain
compliance. Mr. Goldman also served as a member of the Company’s compensation
committee. As promptly as possible, the Company intends to reconstitute its
compensation committee and to fill the vacancy on its Board with a candidate
who
possesses qualifications that will satisfy the Nasdaq’s independent director
requirements.
| Item 5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
(b)
As
disclosed above, on February 28, 2008, the Company received notice from James
Goldman of his resignation from the Company’s Board. Mr. Goldman did not resign
on account of any disagreement with the Company’s operations, policies or
practices.
A
copy of
a press release relating to the foregoing is attached hereto as Exhibit 99.1
and
is incorporated in this Item 5.02 by reference.
| Item 9.01 |
Financial
Statement and Exhibits.
|
| (d) |
Exhibits.
|
| Exhibit 99.1 |
Press
release issued by the Company dated March 3,
2008.
|
2
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: March 3, 2008 | ||
| THE CHILDREN’S PLACE RETAIL STORES, INC. | ||
| |
|
|
| By: | /s/ Susan J. Riley | |
|
Name: Susan J. Riley |
||
| Title: Executive Vice President, Finance and Administration | ||
3
FOR
IMMEDIATE RELEASE
THE
CHILDREN’S PLACE RETAIL STORES, INC. ANNOUNCES RESIGNATION OF BOARD MEMBER JAMES
GOLDMAN
Secaucus,
New Jersey - March 3, 2008 - The Children’s Place Retail Stores, Inc. (Nasdaq:
PLCE) today
announced that James Goldman has resigned from the Company’s Board of Directors,
effective immediately, due to increased time commitments associated with his
position as Worldwide President of Godiva Chocolatier, Inc. Godiva was recently
acquired by Ülker
Group, a diversified international food company based in Istanbul, Turkey.
Given
additional demands arising from the new circumstances of his position, Mr.
Goldman advised the Company that he will no longer be able to play the active
role expected of a member of the Company’s Board. Mr. Goldman joined the Board
of Directors in August 2006.
With
this
resignation, the Company has six directors, three of whom are independent.
As a
result, the Company acknowledges that it will no longer have the majority of
independent directors generally required in accordance with Nasdaq’s listing
standards. Under Nasdaq rules, the Company has a 180 day grace period to regain
compliance with this requirement. The Board has a director search underway
and
expects to name an independent director to replace Mr. Goldman as soon as
practicable.
“On
behalf of the Company and its shareholders, I would like to thank Jim for his
many contributions to the Board of Directors,” stated Sally Frame Kasaks, Acting
Chair of the Board of Directors of The Children’s Place Retail Stores, Inc. “We
appreciate the insight he has brought to the business and wish him continued
success in his business endeavors.”
Mr.
Goldman added, “I have greatly enjoyed working with the directors and executive
management team of The Children’s Place Retail Stores, Inc., and regret that due
to changed circumstances in my career and required time commitments I am unable
to remain on the Board.”
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.
-
more
-
PLCE:
Announces Resignation of Board Member
Page
2
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. 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 Company’s historical inventory purchasing and capital
expenditure practices, overall liquidity position and other factors, 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 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: | Heather Anthony, Investor Relations, 201/558-2865 |
| Media: | Diane Zappas/Leigh Parrish, FD, 212/850-5600 |
###