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 7, 2009
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)
þ 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
7.01 Regulation
FD Disclosure.
On May 7,
2009, The Children’s Place Retail Stores, Inc. (the “Company”) issued a press
release containing the Company's sales results for the four-week period and the
quarter ended May 2, 2009, and preliminary range for earnings from continuing
operations for the quarter ended May 2, 2009. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form
8-K.
In accordance with General Instructions
B.2 of Form 8-K, the information under this Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liability of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such a
filing.
Item 8.01 Other
Events.
On May 7,
2009, the Company announced that on May 5, 2009, it received notice from Ezra
Dabah, current director and former Chairman and Chief Executive Officer of the
Company, stating that he intends to nominate three directors at the Company’s
2009 Annual Meeting of Stockholders. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Forward Looking
Statements
This Current Report on Form 8-K,
including Exhibit 99.1, contains forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements typically are identified by use of
terms such as “may,” “will,” “should,” “plan,” “expect,” “anticipate,”
“estimate” and similar words, although some forward-looking statements are
expressed differently. Forward-looking statements represent the
Company’s management’s judgment regarding future events. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, the Company can give no assurance that such
expectations will prove to be correct. All statements other than
statements of historical fact included in this Current Report on Form 8-K are
forward-looking statements. The Company cannot guarantee the accuracy
of the forward-looking statements, and you should be aware that the Company’s
actual results could differ materially from those contained in the
forward-looking statements due to a number of factors, including the statements
under the heading “Risk Factors” contained in the Company’s filings with the
Securities and Exchange Commission.
Item
9.01 Financial
Statement and Exhibits.
(d) Exhibits
|
Exhibit 99.1
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Press
release, dated May 7, 2009, issued by the
Company.
|
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.
| THE CHILDREN’S PLACE RETAIL STORES, INC. | |||
|
Date: May
7, 2009
|
By:
|
/s/ Susan J. Riley | |
| Name: Susan J. Riley | |||
| Title: Executive Vice President, Finance and Administration | |||
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FOR IMMEDIATE
RELEASE
THE
CHILDREN’S PLACE RETAIL STORES, INC. REPORTS
APRIL
AND FIRST QUARTER 2009 SALES
Provides
Preliminary Estimated Range for First Quarter Earnings Per Share
Secaucus, New Jersey – May 7, 2009 –
The Children’s Place Retail Stores, Inc. (Nasdaq: PLCE) today announced
net sales of $135.0 million for the four-week period ended May 2, 2009, a 5%
increase compared to net sales of $128.7 million for the four-week period ended
May 3, 2008. Comparable retail sales, which include online sales,
increased 5% in April on top of a 17% increase for the same period last year.
During April 2009, comparable store sales increased 4% in the U.S. and declined
4% in Canada, and online sales increased 40%.
For the
first quarter ended May 2, 2009, net sales increased slightly to $401.9 million.
Comparable retail sales, which include online sales, increased 1% during the
first quarter of 2009 on top of a 6% increase during the first quarter of last
year. For the first quarter of 2009, comparable store sales declined
1% in the U.S. and declined 3% in Canada, and online sales increased
42%.
During
April 2009, the Company opened four stores. During the first quarter of 2009,
the Company opened six stores and closed one.
|
April
|
First
Quarter
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|||
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Net
Sales:
- In
Millions
- Change
vs. Year Ago
|
2009
|
2008
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2009
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2008
|
|
$135.0
+5%
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$128.7
+24%
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$401.9
0%
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$400.2
+12%
|
|
|
Comparable
Retail Sales:
- Change
vs. Year Ago
|
+5%
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+17%
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+1%
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+6%
|
Outlook
The
Company is estimating that earnings per share from continuing operations for the
first quarter of 2009 will be in the range of $0.75-$0.80, including
approximately $0.05 per share for items which the Company deems to be unusual or
one-time in nature. Excluding these unusual or one-time items, the Company is
estimating adjusted earnings per share from continuing operations for the first
quarter of 2009 will be in the range of $0.70-$0.75. Adjusted earnings per share
is a non-GAAP measure which the Company believes will facilitate comparisons of
the past and future performance of its core business. The Company also incurred
approximately $1 million of incremental costs during the first quarter of 2009
and will incur additional costs to implement process changes required by new
product safety laws and regulations during fiscal year 2009 and beyond. The
Company continues to review product safety issues and compliance with the new
regulations with the Consumer Product Safety Commission.
-more-
1
PLCE
– April and First Quarter 2009 Sales
Page
2
On May 5,
2009, the Company received notice from Ezra Dabah, current Director and former
Chairman and CEO, stating that he intends to nominate three directors at the
Company’s 2009 Annual Meeting of Stockholders. The Company announced last week
that its 2009 Annual Meeting of Stockholders is scheduled to be held on June 26,
2009. The company will file its proxy statement with the Securities and Exchange
Commission within the next week. The proxy statement will include, among other
things, information about the Company’s nominees for the three seats on the
Company’s Board of Directors slated for election this year.
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 14, 2009. To
access the call, dial 800-839-5124 or you may listen through the Investor
Relations section of the Company’s website, www.childrensplace.com.
The
Company will discuss details on the quarter when it reports first quarter
earnings results on Thursday, May 21, 2009. The Company will host a conference
call that day at 10 a.m. Eastern Time which will be broadcast live and can be
accessed via the Company’s web site. An audio archive of the call will be
available on the Company’s website through Thursday, May 28, 2009.
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 2, 2009, the Company owned
and operated 922 The Children’s Place stores and an online store at www.childrensplace.com.
This
press release (and above referenced calls) may contain certain forward-looking
statements regarding future circumstances, including statement regarding
earnings per share from continuing operations for the first quarter of 2009.
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 annual report on Form 10-K for the fiscal year ended January 30, 2009.
Included among the risks and uncertainties that could cause actual results,
events and performance to differ materially are the risk that the Company will
be unsuccessful in gauging fashion trends and changing consumer preferences, and
the risks resulting from the highly competitive nature of the Company’s business
and its dependence on consumer spending patterns, which may be affected by the
downturn in the economy. Readers (or listeners on the calls) 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.
In
connection with the election of directors and any other matters to be presented
at the 2009 Annual Meeting of Stockholders, the Company will be filing a proxy
statement. Stockholders of the Company are urged to carefully read the proxy
statement in its entirety, as well as any other documents filed by the Company
in connection with the 2009 Annual Meeting of Stockholders, when available,
because these documents will contain important information about the election of
directors and any other matters to be presented at the 2009 Annual Meeting of
Stockholders. Stockholders may obtain free copies of the proxy
statement and related documents filed by the Company (when available) and other
documents filed with the Securities and Exchange Commission at the Securities
and Exchange Commission’s web site at www.sec.gov. Stockholders also
may access a copy of the Company's proxy statement and other related documents
filed by the Company (when available) at www.childrensplace.com. In
addition, stockholders may obtain a free copy of the proxy statement (when
available) by contacting MacKenzie Partners, Inc. Toll Free at (800) 322-2885 or
call collect at (212) 929-5500.
The
Company, its directors, nominees and some of its executive officers may be
deemed to be participants in the solicitation of proxies in respect of the
matters to be considered at the 2009 Annual Meeting of Stockholders. Information
about the Company's directors, nominees and executive officers will be contained
in the proxy statement. Information about the participants’ direct or
indirect interests in the matters to be considered at the 2009 Annual Meeting of
Stockholders will also be contained in the proxy statement.
CONTACT:
The Children’s Place Retail Stores, Inc.
Jane
Singer, Vice President, Investor Relations, (201) 453-6955
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