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): June 30, 2010
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THE
CHILDREN’S PLACE RETAIL STORES, INC.
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(Exact
Name of Registrant as Specified in
Charter)
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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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500
Plaza Drive, 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
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 June 30, 2010, upon the
recommendation of the Nominating and Corporate Governance Committee of the Board
of Directors (the “Board”) of The Children’s Place Retail Stores, Inc. (the
“Company”), the Board increased the number of directors constituting the entire
Board from eight to nine and appointed Jamie Iannone as an “independent”
director of the Company, within the meaning of the Marketplace Rules of the
NASDAQ Stock Market, LLC, to fill the vacancy created by such
increase. Mr. Iannone shall serve as a Class II director, holding
office for the remainder of the full term of the Class II directors expiring at
the annual meeting of stockholders of the Company to be held in
2011.
Mr. Iannone, age 37, currently holds the position of
Executive Vice President, Shopping, Barnes & Noble.com and Barnes &
Noble Digital, where he oversees all aspects of the online shopping experience
for millions of Barnes & Noble customers, including development of
innovative new products and services. Previously, he spent eight years at eBay
where he held positions of increasing responsibility, culminating in his
appointment in 2008 as Vice President of Global Search, the company’s largest
single investment area across North America and Europe. Prior to eBay, Mr.
Iannone held positions at Microsoft and Primedia Ventures. Earlier in his
career, Mr. Iannone was with Booz-Allen & Hamilton where he advised consumer
retail and media companies on strategy and technology
innovation. Mr. Iannone received his undergraduate degree from
Princeton University and an MBA from the Stanford University Graduate
School of Business.
There is no arrangement or
understanding between Mr. Iannone and any other person pursuant to which Mr.
Iannone was appointed as a director of the Company. Mr. Iannone will
be eligible to participate in all non-management director compensation plans or
arrangements available to the Company’s other independent
directors. Accordingly, on the date of his appointment as a director,
Mr. Iannone was granted under the Company’s Amended and Restated 2005 Equity
Incentive Plan, as amended (the “Plan”), a deferred stock award of 1,318
shares of the Company’s common stock, which shares are deliverable to Mr.
Iannone on the first anniversary of the date of grant, subject to the terms and
conditions of the Plan.
A copy of the press release announcing
the appointment of Mr. Iannone as a director of the Company is attached to this
Current Report on Form 8-K as Exhibit 99.1.
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.
2
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Item 9.01
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Financial Statements and
Exhibits
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(d)
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Exhibits
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99.1
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Press Release, dated June 30, 2010, issued by the
Company regarding the Company’s appointment of Mr. Iannone as a member of
the Board.
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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: June 30, 2010
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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:
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Executive Vice President, Finance
and Administration
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4
Exhibit
99.1
FOR IMMEDIATE
RELEASE
THE
CHILDREN’S PLACE RETAIL STORES, INC. APPOINTS
JAMIE
IANNONE TO BOARD OF DIRECTORS
Secaucus, New Jersey – June 30, 2010
– The Children’s Place Retail Stores, Inc. (Nasdaq: PLCE) today announced
the appointment of Mr. Jamie Iannone, 37, to the Company’s Board of
Directors.
Mr. Iannone currently holds the position
of Executive Vice President, Shopping, Barnes & Noble.com and Barnes &
Noble Digital, where he oversees all aspects of the online shopping experience
for millions of Barnes & Noble customers, including development of
innovative new products and services. Previously, he spent eight years at
eBay where he held positions of increasing
responsibility, culminating in his appointment in 2008 as Vice President of
Global Search, the company’s largest single investment area across North America
and Europe. Prior to eBay, Mr. Iannone held positions at Microsoft and Primedia
Ventures. Earlier in his career, Mr. Iannone was with Booz-Allen & Hamilton
where he advised consumer retail and media companies on strategy and
technology
innovation.
Mr.
Iannone received his undergraduate degree from Princeton University and an MBA
from the Stanford University Graduate School of Business.
“We are
very pleased that Jamie is joining The Children’s Place Board,” commented Norman
Matthews, Chairman of the Board. “His extensive expertise, coupled with a deep
understanding of consumer retail business and strategy, will be invaluable as
The Children’s Place further develops its e-commerce business.”
Mr.
Iannone qualifies as an independent director within the meaning of the
Marketplace Rules of the Nasdaq Stock Market, LLC. Mr. Iannone will serve as a
Class II director, and will stand for election at the 2011 Annual Meeting of
Stockholders.
About
The Children’s Place Retail Stores, Inc.
The
Children’s Place is the largest pure-play children’s specialty apparel retailer
in North America. The Company designs, contracts to manufacture and sells
fashionable, high-quality merchandise at value-prices under the proprietary “The
Children's Place” brand name. As of May 1, 2010, the Company owned and operated
962 The Children’s Place stores and an online store at www.childrensplace.com.
Forward-Looking
Statements
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 annual report on Form 10-K for the fiscal year ended
January 30, 2010. 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.
CONTACT:
The Children’s Place Retail Stores, Inc.
Jane
Singer, Vice President, Investor Relations, (201) 453-6955
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