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 5, 2009
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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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tem
1.01
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Entry
Into Material Definitive Agreement.
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On
February 5, 2009, The Children's Place Retail Stores, Inc. (the "Company") and
Charles K. Crovitz, the Company's Interim Chief Executive Officer, entered into
an amendment (the "Amendment") to the Employment Agreement, dated as of
September 26, 2007, between the Company and Mr. Crovitz, as amended (the
"Existing Agreement"). A copy of the Existing Agreement was filed on
April 2, 2008 with the Securities and Exchange Commission as Exhibit 10.55 to
the Company's Annual Report on Form 10-K for the fiscal year ended February 2,
2008. A description of the Amendment is contained in Item 5.02 below,
which is incorporated by reference into this Item 1.01.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
February 5, 2009, the Company and Mr. Crovitz entered into the Amendment to,
among other things, extend the end of the term of Mr. Crovitz's employment with
the Company from February 2, 2009 to the earlier of (i) August 31, 2009 (which
date may be extended until November 30, 2009, by written notice to Mr. Crovitz
on or before July 31, 2009, of action taken by the Compensation Committee of the
Company's Board of Directors (the “Board”)), and (ii) such other time as a
permanent Chief Executive Officer of the Company has been appointed by the Board
and commenced employment with the Company, unless sooner terminated in
accordance with the provisions of the Employment Agreement, as amended by the
Amendment (the "Amended Agreement"). Mr. Crovitz continues to be
obligated under the Amended Agreement to serve as a consultant to the Company
for a minimum period of two calendar months following termination of his
employment (the "Consultant Period"), unless such termination is for "cause," as
a result of his death or "disability," or without "good reason" (as such terms
are defined in the Amended Agreement). Pursuant to the Amendment, the
term "good reason" was revised to include the appointment of any person, without
Mr. Crovitz's written consent, to perform or share any material part of Mr.
Crovitz' duties.
Pursuant
to the Amendment, if Mr. Crovitz’s employment is terminated by the Company
without cause, Mr. Crovitz terminates his employment with the Company for good
reason or Mr. Crovitz’s employment is terminated in connection with, upon or
following the expiration of the term, Mr. Crovitz shall be entitled to (i) the
continuation of his base salary of $1 million, payable in accordance with the
Company’s normal payroll practices for executives, for the remainder of the
term, if any, (ii) payment of any performance bonus that has been earned but not
yet paid for a completed fiscal year of the Company ended prior to the date of
termination, and (iii) payment of a performance bonus for the fiscal year of the
Company in which Mr. Crovitz’s termination date occurs in an amount equal to a
pro-rated part of his target bonus of $1 million for the year of
termination. Payment to Mr. Crovitz of all such compensation is
subject to execution by Mr. Crovitz of a general release.
In
connection with the Amendment, Mr. Crovitz received under the Company's Amended
and Restated 2005 Equity Incentive Plan, as amended (the "Plan"), an additional
restricted stock award of 41,551 shares of the Company's common stock, which
shall vest as to 1/36th of the
restricted shares on the last day of each calendar month, commencing with
February 2009, subject to the terms of a restricted stock award
agreement. Mr. Crovitz also received under the Plan an additional
restricted stock award of 13,850 shares of the Company's common stock, which
shall vest as to 7/36ths of the
restricted shares immediately on September 1, 2009 and as to 1/36th of the
restricted shares on the last day of each calendar month, commencing with
September 2009, provided that the Company elects to extend Mr. Crovitz's
employment beyond August 31, 2009 and subject to other terms of a restricted
stock award agreement. Under the Amended Agreement, Mr. Crovitz shall
be afforded the opportunity, with respect to all shares covered by the awards
granted to Mr. Crovitz pursuant to the Amended Agreement, to take whatever
actions are necessary on a timely basis to receive the same consideration as
other stockholders receive with respect to their shares in the event of a
“change in control” of the Company (as such term is defined in the
Plan).
2
Pursuant
to the Amendment, from June 1, 2009, through the remainder of the term and the
Consulting Period, the Company shall reimburse Mr. Crovitz for round-trip
airfare for two individuals to Mr. Crovitz's permanent residence located in
Massachusetts, on one occasion during each calendar week (which was increased
from one occasion during each calendar month under the Existing
Agreement).
The
Amendment also provides that Mr. Crovitz shall be entitled to participate in the
Company's annual management incentive bonus plan for the Company's 2009 fiscal
year on the terms set forth in the Amended Agreement.
Other
than as amended by the Amendment, the terms of the Existing Agreement remain
unchanged. The description of the Amendment set forth herein does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Amendment, a copy of which will be filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended January 31,
2009.
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: February 6,
2009
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THE
CHILDREN’S PLACE RETAIL
STORES, INC.
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By:
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/s/ Susan J. Riley | ||
| Name: |
Susan J.
Riley
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| Title: |
Vice President, Finance and Administration
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