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):
March
5,
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
|
(a)
As
previously disclosed in a Form 8-K filed with the Securities and Exchange
Commission on March 3, 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 (the “Board”),
of his resignation from the Board, effective February 28, 2008. 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).
On
March 5, 2008, as expected, the Company received
a Nasdaq Staff Determination confirming that the Company was not in compliance
with Marketplace Rules 4350 and that consistent
with Marketplace Rule 4350(c)(1) Nasdaq will provide the Company a cure period
in order to regain compliance as follows:
| • |
until
the earlier of the Company’s next annual stockholders’ meeting or February
28, 2009; or
|
| • | if the next annual stockholders’ meeting is held before August 26, 2008, then the Company must evidence compliance no later than August 26, 2008. |
Since
the
Company’s next annual stockholder meeting is scheduled for June 27, 2008 the
Company has until August 26, 2008 to regain compliance. In the event the Company
does not regain compliance by this date, the Company’s securities will be
delisted, however, the Company may appeal the delisting determination to a
Nasdaq Listing Qualifications Panel.
As
promptly as possible, the Company intends to fill the vacancy on its Board
with
a candidate who possesses qualifications that will satisfy Nasdaq’s independent
director requirements.
On
March 6, 2008 the Board appointed two if its independent directors, Malcolm
Elvey and Robert Fisch, to join Sally Frame-Kasaks as members of its
compensation committee.
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 7.01 |
Regulation
FD Disclosure
|
On
March
6, 2008, the Company issued a press release regarding the Company’s sales
results for the fiscal month ended March 1, 2008.
A
copy of
this press release is included as Exhibit 99.1 hereto.
2
| Item 9.01 |
Financial
Statement and
Exhibits.
|
| (d) | Exhibits. |
| Exhibit 99.1 Press release issued by the Company dated March 6, 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:
March 6, 2008
| THE CHILDREN’S PLACE RETAIL STORES, INC. | ||
| |
|
|
| By: | /s/ Patricia Gray | |
| Name: | Patricia Gray | |
|
Title:
|
Senior Vice
President, General Counsel and
Secretary
|
|
3
FOR
IMMEDIATE RELEASE
THE
CHILDREN’S PLACE RETAIL STORES, INC. REPORTS FEBRUARY SALES
Secaucus,
New Jersey - March 6, 2008 - The Children’s Place Retail Stores, Inc. (Nasdaq:
PLCE)
today
announced sales of $151.7 million for the four-week period ended March 1, 2008,
a 13% increase compared to sales of $133.8 million for the same period last
year. Consolidated comparable store sales increased 5% on top of a 5% increase
last year. During February, the Company opened two Children’s Place stores and
one Disney Store. The Company also closed one Disney Store.
Total
Sales (millions):
|
February
2008
|
February
2007
|
%
Increase
|
|
|
The
Children’s Place brand
|
$
111.4
|
$
96.0
|
16%
|
|
Disney
Store
|
$
40.3
|
$
37.8
|
7%
|
|
Total
Company
|
$
151.7
|
$133.8
|
13%
|
Comparable
Store Sales Increase/(Decrease):
|
February
2008
|
February
2007
|
|
|
The
Children’s Place brand
|
8%
|
1%
|
|
Disney
Store
|
(4)%
|
16%
|
|
Total
Company
|
5%
|
5%
|
Separately,
as anticipated, given the previously announced resignation of Board member
James
Goldman, the Company has received a Nasdaq Staff Deficiency Letter indicating
that the Company no longer complies with Nasdaq’s independent director
requirements as set forth in Marketplace Rule 4350.
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.
In
conjunction with today’s February 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, March 13, 2008. 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. plans to report fourth quarter and fiscal
2007 results on Thursday, March 20, 2008. The Company will host a conference
call on that date to be broadcast live at 10:00 a.m. Eastern Time. Interested
parties are invited to listen to the call by dialing (785) 424-1071 and
providing the Conference ID, PLCE. The call will also be webcast live and can
be
accessed via the Company’s web site, www.childrensplace.com.
A
replay of the call will be available approximately one hour after the conclusion
of the call, until midnight on March 27, 2008. To access the replay, please
dial
(402) 220-0116, or you may listen to the audio archive on the Company’s website,
www.childrensplace.com.
-
more
-
PLCE:
February 2008 Sales Release
Page
2
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 March 1, 2008, the Company
owned and operated 906 The Children’s Place stores and 335 Disney Stores in
North America and its online stores at www.childrensplace.com
and
www.disneystore.com.
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 delay in holding the Company’s annual
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.
Heather Anthony, Senior Director,
Investor
Relations, (201) 558-2865
|
###