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):
May
8,
2008
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THE
CHILDREN’S PLACE RETAIL STORES, INC.
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(Exact
Name of Registrants as Specified in Their
Charters)
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Delaware
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(State
or Other Jurisdiction of
Incorporation)
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0-23071
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31-1241495
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(Commission
File Number)
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(IRS
Employer Identification No.)
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915
Secaucus Road, Secaucus, New Jersey
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07094
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(201)
558-2400
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
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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
2.02 Results of Operations and Financial Condition
On
May 8,
2008, The Children’s Place Retail Stores, Inc. (the “Company”) issued a press
release regarding the Company’s sales results for the fiscal month and quarter
each ending May 3, 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.
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
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(d)
On
May 9, 2008, the Company announced that its Board of Directors has appointed
two
new
independent members to its Board of Directors, Mr. Louis
Lipschitz and Dr. Joseph A. Alutto, as
a Class I and Class II director, respectively.
Effective
June 1, 2008, Mr. Lipschitz will serve on the Audit and Corporate Governance
Committees and Dr. Alluto will serve on the Compensation and Corporate
Governance Committees.
Mr.
Lipschitz
and Dr.
Alluto are not a party to any arrangement or understanding with any person
pursuant to which they were selected as a director,
nor are Mr.
Lipschitz
and Dr.
Alluto a
party to any transaction, or series of transactions, required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
With
the addition of Mr. Lipschitz and Dr. Alutto, the Company will regain compliance
with Nasdaq Marketplace Rule 4350(c)(1) regarding independent
directors.
A
copy of the press release relating
to the foregoing
is included as Exhibit 99.2 hereto.
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Item
8.01
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Other
Events
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On
May 9,
2008, the Company issued a press release regarding the Company’s full review of
strategic alternatives available to maximize shareholder value, including the
potential sale of the Company.
A
copy of
a press release relating to the foregoing is attached hereto as Exhibit 99.2
and
is incorporated in this Item 8.01 by reference.
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Item
9.01
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Financial
Statement and Exhibits.
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(d)
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Exhibits.
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2
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Exhibit
99.1
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Press
release, dated May 8, 2008, issued by the Company regarding April
Sales.
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Exhibit
99.2
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Press
release, dated May 9, 2008, issued by the Company regarding the election
of two directors and review of strategic
alternatives.
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3
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:
May 14, 2008
| THE CHILDREN’S PLACE RETAIL STORES, INC. | ||
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| By: | /s/ Susan Riley | |
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Name: Susan Riley |
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Title: Exectuive
Vice President, Finance
and Administration
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||
FOR
IMMEDIATE RELEASE
THE
CHILDREN’S PLACE RETAIL STORES, INC. REPORTS APRIL SALES
Secaucus,
New Jersey - May 8, 2008 - The Children’s Place Retail Stores, Inc. (Nasdaq:
PLCE)
today
announced sales of $128.7 million for the four-week period ended May 3, 2008,
a
24% increase compared to sales of $104.2 million for the four-week period ended
May 5, 2007. Comparable store sales increased 15% compared to last year’s 1%
decrease. During the month the Company opened one store and closed one
store.
Total
Sales (millions):
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April
2008
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April
2007
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%
Increase
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First
Quarter
2008
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First
Quarter 2007
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%
Increase
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||||||||||||||
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The
Children’s Place
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$
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128.7
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$
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104.2
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24
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%
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$
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400.2
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$
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356.0
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12
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%
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|||||||
Comparable
Store Sales Increase/(Decrease):
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April
2008
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April
2007
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First
Quarter 2008
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First
Quarter 2007
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||||||||||
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The
Children’s Place
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15
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%
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(1
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)%
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5
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%
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2
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%
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|||||
As
a
result of the Company’s decision to exit the Disney Store North America (“DSNA”)
business, the Company will report the results of the
DSNA business as discontinued operations from the beginning of the fiscal year.
Therefore, the above sales results reflect The Children’s Place brand only. The
discontinued operations will be reflected in the Company’s first quarter press
release and Form 10-Q for the first quarter ended May 3, 2008.
In
conjunction with today’s April 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, May 15, 2008. To access the
call,
please dial (402) 220-2661 or you may listen through the Investor Relations
section of the Company’s website, www.childrensplace.com.
The
Company plans to report first quarter results on Thursday, May 22, 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 (800) 862-9098 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 May 29, 2008. To access the replay, please dial
(800) 753-6121, or you may listen to the audio archive on 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” brand name. As of May 3, 2008, the Company owned and operated 906 The
Children’s Place stores and its online store at www.childrensplace.com.
-
more
-
PLCE:
April 2008 Sales Release
Page
2
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CONTACT:
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The
Children’s Place Retail Stores,
Inc.
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Rich
Paradise, SVP, Chief Financial Officer, (201)
558-2400
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Heather
Anthony, Senior Director, Investor Relations, (201)
558-2865
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Media:
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Diane
Zappas/Evan Goetz of FD, (212)
850-5600
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FOR
IMMEDIATE RELEASE
THE
CHILDREN’S PLACE RETAIL STORES, INC. APPOINTS
TWO NEW INDEPENDENT
MEMBERS
TO THE BOARD OF DIRECTORS;
ANNOUNCES
BOARD OF DIRECTORS SLATE FOR UPCOMING ANNUAL MEETING
Secaucus,
New Jersey - May 9, 2008 - The Children’s Place Retail Stores, Inc. (Nasdaq:
PLCE)
announced today the appointment of two new independent members of the Board
of
Directors, Mr. Louis
Lipschitz and Dr. Joseph A. Alutto. The two independent directors will fill
vacancies on the Board of Directors and will begin serving immediately. The
Company also announced its slate for the upcoming annual shareholders’
meeting
scheduled for June 27, 2008.
The
slate of nominees includes Mr. Lipschitz and Dr. Alutto, along with four
incumbent directors, Charles Crovitz, Ezra Dabah, Robert Fisch and Stanley
Silverstein. The Board unanimously supported the slate of directors and
the
Company’s largest stockholder, Ezra Dabah, has agreed to vote in favor of the
slate.
Mr.
Lipschitz, age 63, currently serves on the Boards of Finlay Enterprises, New
York & Company, Majesco Entertainment and Forward Industries. Previously,
Mr. Lipschitz served as Executive Vice President and Chief Financial Officer
of
Toys “R” Us, Inc. from 1996 until his retirement in 2004. He joined Toys “R” Us
in 1986 as Vice President and Treasurer. He was promoted to Vice President
-
Finance and Treasurer in 1990 and to Senior Vice President - Finance and Chief
Financial Officer in 1993. Prior to joining Toys “R” Us, Mr. Lipschitz was
Senior Vice President and Chief Financial Officer of Lerner Stores, where he
spent four years. He began his career in public accounting with the firm of
S.D.
Leidesdorf & Co., which subsequently merged with Ernst &
Young.
Mr. Lipschitz will serve on the Audit and Governance Committees.
Dr.
Alutto, age 66, is a leading academic authority on managerial behavior. Since
October 2007, he has served as the Executive Vice President and Provost of
The
Ohio State University. Prior to this position, Dr. Alutto served as the
institution’s interim President from July 1, 2007, until September 30,
2007. Prior to these positions, Dr. Alutto served as the Dean of the Max M.
Fisher College of Business at The Ohio State University for 16 years. He also
was a professor of management at the State University of New York at Buffalo
and
served as dean of the SUNY-Buffalo School of Management. Dr. Alutto serves
on a
number of corporate boards, including Nationwide Financial Services, Inc.,
M/I
Homes, Experience Columbus (formerly the Greater Columbus Convention and
Visitors Bureau), and the Columbus-Franklin County Finance Port Authority.
Dr Alutto previously served as a member of the Board of Directors of
United Retail Group, Inc. Dr. Alutto will serve on the Compensation and
Governance Committees.
The
addition of Mr. Lipschitz and Dr. Alutto will expand the Company’s Board of
Directors from six to eight, and increases the number of independent directors
to five. The term of two current directors, Malcolm Elvey and Sally Frame
Kasaks, continues until the 2009 Annual Meeting. With the addition of Mr.
Lipschitz and Dr. Alutto, the Company has a majority of independent directors
and therefore believes it has regained compliance with Nasdaq’s independent
director requirement.
Sally
Frame Kasaks, Acting
Chair of the Board and Lead Director stated,
“We are very pleased to be adding two highly qualified independent members to
our Board of Directors. Mr. Lipschitz and Dr. Alutto each brings to the Board
strong business acumen as well as additional expertise in the retail industry.
In addition, we are delighted that our Board has unanimously agreed on the
full
slate of nominees for election as directors at our upcoming annual shareholders’
meeting. The Board of Directors looks forward to working collectively and
constructively toward continued progress at The Children’s Place. We will be
focusing in particular on the search for a
permanent
Chief Executive Officer and completing our assessment of the Company’s
strategies for building on recent positive developments. Our review will
encompass the full range of strategic alternatives available to maximize
shareholder value, including the potential sale of the Company.”
-
more -
To
enable
the evaluation of all strategic options for the Company at this time, the
Board
has granted a request from Mr. Dabah and Golden
Gate Private Equity, Inc. for an approval under Delaware law to facilitate
their
working together to develop and make a proposal to acquire the Company. There
is
no assurance that any such proposal will be made or, if made, would lead
to an
agreement with the Company providing for a sale of the Company.
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” brand name. As of May 3, 2008, the Company owned and operated 906 The
Children’s Place stores and its online store at www.childrensplace.com.
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 on Forms 10-K and 10-Q. Risks and uncertainties relating
to the exit of the DSNA business, including the risk that claims may be asserted
against the Company or its subsidiaries other than Hoop, whether or not such
claims have any merit, and the Company's ability to successfully defend such
claims, in addition to the risk that the Company may not be able to access,
if
necessary, additional sources of liquidity or obtain financing on commercially
reasonable terms or at all, as well as risks and uncertainties relating to
other
elements of the Company’s strategic review, 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.
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CONTACT:
|
The
Children’s Place Retail Stores,
Inc.
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Investors:
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Susan
Riley, EVP, Finance & Administration, (201) 558-2400
Rich
Paradise, SVP, Chief Financial Officer, (201) 558-2400
Heather
Anthony, Senior Director, Investor Relations, (201) 558-2865
Media:
Diane
Zappas/Evan Goetz of FD, (212) 850-5600
###