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 10,
2011
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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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Table of
Contents
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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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SIGNATURES
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EX-99.1
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Press
Release dated February 11, 2011
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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 11, 2011, the Company
announced the resignation of Susan J. Riley, the Company’s Executive Vice
President, Finance and Administration. The Company will treat Ms.
Riley’s departure as a without cause termination under Ms. Riley’s agreements
with the Company and Ms. Riley will maintain her performance-based equity award
which will be settled at the same time and in the same manner as the Company’s
other outstanding performance-based equity awards.
The Company also announced that, as of
February 11, 2011, John Taylor, 43, the Company’s Vice President,
Finance since 2007, will assume the position of Interim Principal Financial
Officer and Bernard McCracken, 49, the Company’s Controller since 2009 and Vice
President, Controller since 2010, will assume the position of Interim Principal
Accounting Officer. Mr. Taylor has served in various finance
positions with the Company since 2005 and Mr. McCracken has served in various
finance and accounting positions with the Company since 2004. In
connection with these appointments, Mr. Taylor’s base salary will be increased
from $262,000 to $302,000 and Mr. McCracken’s base salary will be increased from
$250,000 to $275,000. The Company has also agreed that each of Mr.
Taylor and Mr. McCracken will be entitled to a retention bonus of $150,000
payable on April 1, 2012 in the event that such individual remains employed by
the Company on that date, subject to certain exceptions.
A copy of the press release announcing
the departure of Ms. Riley and the appointment of Mr. Taylor and Mr. McCracken
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.
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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 February 11, 2011 issued by the Company regarding the
departure of Ms. Riley and appointment of Mr. Taylor and Mr.
McCracken.
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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 11, 2011 | THE CHILDREN’S PLACE RETAIL STORES, INC. | ||
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By:
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/s/ Jane T. Elfers | |
| Name: | Jane T. Elfers | ||
| Title: | President and Chief Executive Officer | ||
Exhibit 99.1
FOR
IMMEDIATE RELEASE
THE
CHILDREN’S PLACE ANNOUNCES DEPARTURE OF
EXECUTIVE
VICE PRESIDENT, FINANCE AND ADMINISTRATION
Secaucus, New Jersey –
February 11, 2011 – The Children’s Place Retail Stores, Inc. (Nasdaq:
PLCE), the largest pure-play children’s specialty apparel retailer in
North America, today announced that Susan Riley, Executive Vice President,
Finance and Administration, is leaving the Company. The Company has commenced a
search for a Chief Financial Officer and will eliminate the position of
Executive Vice President, Finance and Administration.
John
Taylor, Vice President, Finance, will assume the position of Interim Principal
Financial Officer and Bernard McCracken, Vice President, Controller, will assume
the position of Interim Principal Accounting Officer.
Jane
Elfers, President and Chief Executive Officer, said, “On behalf of the Board of
Directors and senior management, I want to thank Sue for her many contributions
to The Children’s Place. She has been very supportive during my transition to
The Children’s Place and has helped to position the Company for long-term
success. We wish her well in her future endeavors.”
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 October 30, 2010, the Company
owned and operated 1,005 stores and an e-Commerce site 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 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 and performance to
differ materially are the
risk that the Company will be unsuccessful in gauging fashion trends and
changing consumer preferences, 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 a further downturn in the economy, and the risk that the cost of raw
materials will increase beyond current expectations. 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.
Contact: Jane Singer, Vice
President, Investor Relations, (201)
453-6955