AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 1998
REGISTRATION NO. 333-47065
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE CHILDREN'S PLACE RETAIL STORES, INC.
(Exact name of registrant as Specified in its Charter)
DELAWARE 31-1241495
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
THE CHILDREN'S PLACE RETAIL STORES, INC.
ONE DODGE DRIVE
WEST CALDWELL, NEW JERSEY 07006
(973) 227-8900
(Name, address, including zip code, and
telephone number, including area code, of
Registrant's principal executive offices)
THE 1996 STOCK OPTION PLAN OF
THE CHILDREN'S PLACE RETAIL STORES, INC.
THE 1997 STOCK OPTION PLAN OF
THE CHILDREN'S PLACE RETAIL STORES, INC.
THE CHILDREN'S PLACE RETAIL STORES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
STEVEN BALASIANO, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
THE CHILDREN'S PLACE RETAIL STORES, INC.
ONE DODGE DRIVE
WEST CALDWELL, NEW JERSEY 07006
(973) 227-8900
(Name, Address and Telephone Number,
Including Area Code, of Registrant's Agent For Service)
COPY TO:
JEFFREY S. LOWENTHAL, ESQ.
STROOCK & STROOCK & LAVAN LLP
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
(212) 806-5400
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH AMOUNT TO BE PROPOSED PROPOSED
CLASS OF SECURITIES REGISTERED MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Common Stock, 1,743,240 $4.7002(4) $8,193,577(4) $2,417.11
$.10 par value shares(1)
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Common Stock, 1,000,000 $8.9029(5) $8,902,900(5) $2,626.36
$.10 par value shares(2)
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Common Stock, 360,000 $7.3125(6) $2,632,500(6) $ 776.59
$.10 par value shares(3)
- ----------------------------------------------------------------------------------------------------
Total 3,103,240 ---- $19,728,977 $5,820.05
shares
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1) Consists of 1,743,240 shares of Common Stock of the Registrant which are
issuable upon exercise of options which have been granted under The 1996
Stock Option Plan of The Children's Place Retail Stores, Inc. This
Registration Statement also covers an indeterminate number of shares of
Common Stock which may be issuable by reason of stock splits, stock
dividends or similar transactions.
(2) Consists of 1,000,000 shares of Common Stock of the Registrant which are
issuable upon exercise of options which have been or will be granted under
The 1997 Stock Option Plan of The Children's Place Retail Stores, Inc. This
Registration Statement also covers an indeterminate number of shares of
Common Stock which may be issuable by reason of stock splits, stock
dividends or similar transactions.
(3) Consists of 360,000 shares of Common Stock of the Registrant which may be
purchased from time to time at market prices for participants in The
Children's Place Retail Stores, Inc. Employee Stock Purchase Plan. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to The Children's Place Retail
Stores, Inc. Employee Stock Purchase Plan.
(4) Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended, and based upon the original option exercise prices for shares of
Common Stock.
(5) Calculated pursuant to Rule 457(h)(l) under the Securities Act of 1933, as
amended, and based upon (i) the original option exercise prices for 437,800
shares of Common Stock issuable upon exercise of options which have been
granted under The 1997 Stock Option Plan of The Children's Place Retail
Stores, Inc. and (ii) the average high and low closing sale price for a
share of Common Stock of the Registrant as reported on the Nasdaq National
Market on February 25, 1998 for 562,200 shares of Common Stock issuable
pursuant to options which may be granted under The 1997 Stock Option Plan
of The Children's Place Retail Stores, Inc.
(6) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) on the basis of the average high and low closing sale price
for a share of Common Stock of the Registrant as reported on the Nasdaq
National Market on February 25, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The documents containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Act"). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Act. See Rule 428(a)(1) under the Act.
This Registration Statement on Form S-8 of The Children's Place Retail
Stores, Inc., a Delaware corporation (the "Registrant"), covers 3,103,240 shares
of the Registrant's common stock, par value $.10 per share (the "Common Stock"),
reserved for issuance under the following employee benefit plans of the
Registrant (collectively, the "Plans").
(i) The 1996 Stock Option Plan of The Children's Place Retail Stores,
Inc.;
(ii) The 1997 Stock Option Plan of The Children's Place Retail Stores,
Inc.; and
(iii) The Children's Place Retail Stores, Inc. Employee Stock Purchase
Plan.
If necessary for a prospectus to be used for reoffers of the Registrant's
common stock acquired pursuant to the Plans, a prospectus prepared in accordance
with the requirements of Form S-3 will be filed as part of this Registration
Statement by means of a post-effective amendment hereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) The Registrant's Prospectus dated September 18, 1997 included in the
Registration Statement on Form S-1 (No. 333-31535) filed pursuant to Rule 424(b)
under the Act.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act prior to the date hereof.
(c) Item 1 of the Registrant's Registration Statement on Form 8-A, as
amended, filed September 18, 1997 to register the Registrant's Common Stock, par
value $.10 per share (the "Common Stock"), pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation limits the liability of
directors (in their capacity as directors but not in their capacity as officers)
to the Company or its stockholders to the fullest extent permitted by the
Delaware General Corporation Law ("DGCL"). Specifically, no director of the
Company will be personally liable for monetary damages for breach of the
director's fiduciary duty as a director, except for liability: (i) for any
breach of the director's duty of loyalty to the Company or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL,
which relates to unlawful payments of dividends or unlawful stock repurchases or
redemptions, or any successor provision thereto; or (iv) for any transaction
from which the director derived an improper personal benefit. The inclusion of
this provision in the Certificate of Incorporation may have the effect of
reducing the likelihood of derivative litigation against directors, and may
discourage or deter stockholders or management from bringing a lawsuit against
directors for breach of their duty of care, even though such an action, if
successful, might otherwise have benefited the Company and its stockholders.
Under the Certificate of Incorporation, the Company will indemnify those
persons whom it shall have the power to indemnify to the fullest extent
permitted by Section 145 of the DGCL, which may include liabilities under the
Securities Act of 1933. Accordingly, in accordance with Section 145 of the DGCL,
the Company will indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
a "derivative" action by or in the right of the Company) by reason of the fact
that such person is or was a director, officer, employee or agent of the
Company, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe was
unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
an action and then, where the person is adjudged to be liable to the Company,
only if and to the extent that the Court of Chancery of the State of Delaware or
the court in which such action was brought determines that such person is fairly
and reasonably entitled to such indemnity and then only for such expenses as the
court deems proper.
The Certificate of Incorporation provides that the Company will advance
expenses to the fullest extent permitted by Section 145 of the DGCL.
Accordingly, the Company, in accordance therewith, will pay for the expenses
incurred by an indemnified person in defending the proceedings specified in the
preceding paragraph in advance of their final disposition, provided that, if the
DGCL so requires, such person agrees to reimburse the Company if it is
ultimately determined that such person is not entitled to indemnification. In
addition, pursuant to the DGCL the Company may purchase and maintain insurance
on behalf of any person who is or was a director, employee or agent of the
Company against any liability asserted against and incurred by such person in
such capacity, or arising out of the person's status as such whether or not the
Company would have the power or obligation to indemnify such person against such
liability under the provisions of DGCL. The Company intends to obtain insurance
for the benefit of the Company's officers and directors insuring such persons
against certain liabilities, including liabilities under the securities laws.
The Company has entered into agreements to indemnify its directors which
are intended to provide the maximum indemnification permitted by Delaware law.
These agreements, among other things, indemnify each of the Company's outside
directors for certain expenses (including attorneys' fees), judgments, fines and
settlement amounts incurred by such director in any action or proceeding,
including any action by or in the right of the Company, on account of such
director's service as a director of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER
4.1** - The 1996 Stock Option Plan of The Children's Place Retail Stores, Inc.
4.2* - The 1997 Stock Option Plan of The Children's Place Retail Stores, Inc.
4.3** - The Children's Place Retail Stores, Inc. Employee Stock Purchase Plan.
5.1* - Opinion of Stroock & Stroock & Lavan LLP, as to the legality of the
securities being registered.
23.1* - Consent of Stroock & Stroock & Lavan LLP. (Included in Exhibit 5.1).
23.2* - Consent of Arthur Andersen LLP
24* - Powers of Attorney.
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* Previously filed with this Registration Statement.
** Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (File No. 333-31535).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Form S-8 and has duly caused this Post-Effective
Amendment to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of West Caldwell, State of
New Jersey on the 3rd day of March, 1998.
THE CHILDREN'S PLACE RETAIL STORES, INC.
By: /S/ EZRA DABAH
Ezra Dabah
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to this Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
SIGNATURES TITLE DATE
/s/ Ezra Dabah Chief Executive Officer and March 3, 1998
Ezra Dabah Chairman of the Board of
Directors (Principal
Executive Officer)
*
____________________ President, Chief Operating March 3, 1998
Stanley B. Silver Officer and Director
*
____________________ Vice President and Chief March 3, 1998
Seth L. Udasin Financial Officer (Principal
Financial and Accounting
Officer)
*
______________________ Director March 3, 1998
Stanley Silverstein
*
______________________ Director March 3, 1998
John Megrue
*
______________________ Director March 3, 1998
David J. Oddi
* By /s/ Ezra Dabah
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as amended, the
trustees have duly caused this Post-Effective Amendment to this Registration
Statement to be signed in its behalf by the undersigned, thereunto duly
authorized, in the City of West Caldwell, State of New Jersey on the 3rd day of
March, 1998.
THE CHILDREN'S PLACE RETAIL STORES, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Ezra Dabah
Name: Ezra Dabah
Title: Member, Compensation Committee
*
By: ________________
Name: John Megrue
Title: Member, Compensation Committee
* By: /s/ Ezra Dabah
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
4.1** The 1996 Stock Option Plan of The Children's Place
Retail Stores, Inc.
4.2* The 1997 Stock Option Plan of The Children's Place
Retail Stores, Inc.
4.3** The Children's Place Retail Stores, Inc. Employee
Stock Purchase Plan.
5.1* Opinion of Stroock & Stroock & Lavan LLP as to the
legality of the securities being offered.
23.1* Consent of Stroock & Stroock & Lavan LLP.
(Included in Exhibit 5.1).
23.2* Consent of Arthur Andersen LLP.
24* Powers of Attorney.
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* Previously filed with this Registration Statement
** Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (File No. 333-31535).
