Unassociated Document
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) January 31,
2007
THE
CHILDREN’S PLACE RETAIL STORES, INC.
(Exact
name of registrant as specified in charter)
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Delaware
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0-23071
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31-1241495
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(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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:
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|
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.02 Results of Operations and Financial Condition
On
February 1, 2007, The Children’s Place Retail Stores, Inc. (the “Company”)
issued a press release regarding the Company’s preliminary financial results for
its third fiscal quarter ended October 28, 2006.
A
copy of
a press release relating to the foregoing is attached hereto as Exhibit
99.1
and is
incorporated in this Item 2.02 by reference.
The
information contained under this Item 2.02 shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set
forth by specific reference in such a filing.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b)
On
January 31, 2007, Steve Balasiano resigned as Chief Administrative Officer,
General Counsel and Secretary, effective immediately. However, Mr. Balasiano
will continue as a Senior Vice President with continued supervisory
responsibility for the Company’s real estate, store design, re-modeling and
maintenance matters.
(c)
On
January 31, 2007, the new position of Executive Vice President, Finance and
Administration has been established and designated as a principal executive
officer together with the Chief Executive Officer. Susan Riley, currently the
Company’s Senior Vice President and Chief Financial Officer, has been selected
for this position, effective immediately. In this position, Ms. Riley will
be
responsible for supervision of the Company’s finance, treasury, accounting,
internal audit, legal and human resources functions, reporting to the Chief
Executive Officer and the Board. She will remain as Chief Financial Officer
on
an interim basis, pending completion of a search to fill this position.
Information regarding Ms. Riley’s employment relationship with the Company and
other biographical information is contained in Part III of the Company’s Annual
Report of Form 10-K, for the year ended January 28, 2006. In light of the
changes to Ms. Riley’s functions, the Company’s Compensation Committee is
considering appropriate adjustments to her compensation
arrangements.
A
copy of
a press release relating to the foregoing is attached hereto as Exhibit 99.2
and
is incorporated in this Item 5.02 by reference.
Item
8.01. Other Events.
On
January 31, 2007, the Company announced that the special committee of the Board
of Directors previously appointed to investigate the company’s stock option
grant practices completed its investigation and delivered its report and
recommendations for actions to be taken to the Board. In accepting the special
committee’s report, the Company also announced a series of actions and
decisions, including (i) the matters discussed in Item 5.02 hereof, and (ii)
the
separation of the positions of Chairman of the Board and Chief Executive
Officer, effective immediately. An independent director will be selected to
serve as non-executive Chair as soon as practicable. Sally Frame Kasaks,
currently the Lead Director, will continue in such position and act as Chair
until a Chair is selected. Ezra Dabah will continue as Chief Executive Officer
and as a member of the Board.
A
copy of
a press release relating to the foregoing is attached hereto as Exhibit 99.2
and
is incorporated in this Item 8.01 by reference.
Item
9.01. Financial Statements and Exhibits.
The
following exhibits are furnished herewith:
99.1
Press release of The Children’s Place Retail Stores, Inc. dated February 1,
2007
99.2
Press release of The Children’s Place Retail Stores, Inc. dated January 31,
2007
SIGNATURES
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.
By:
/s/
Susan
Riley
Name:
Susan Riley
Title:
Executive Vice President, Finance and Administration
Dated:
February 1,
2007
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EXHIBIT
INDEX
| Exhibit No. |
Description |
| |
|
| 99.1 |
Press Release of The Children’s Place Retail
Stores, Inc. dated February 1, 2007 |
| |
|
| 99.2 |
Press Release of The Children’s Place Retail
Stores, Inc. dated January 31, 2007 |