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):
September
24, 2007
THE
CHILDREN’S PLACE RETAIL STORES, INC.
(Exact
Name of Registrants as Specified in Their Charters)
(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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915
Secaucus Road, 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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(Registrant’s
Telephone Number, Including Area Code)
(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)
o 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
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(b)
At
the
request of the Board of Directors (the “Board”) of The Children’s Place Retail
Stores, Inc. (the “Company”), Mr. Ezra Dabah resigned on September 24, 2007
during a meeting of the Board from his position as Chief Executive Officer
of
the Company and from all other officer positions of the Company and all
positions as an officer or director of any of the Company’s subsidiaries. Mr.
Dabah will continue to serve as a member of the Board. Mr. Dabah will receive
the
severance he is entitled to pursuant to section 5.01 of his employment
agreement, dated May 12, 2006;
the
Company
has not entered into any additional
agreement with Mr. Dabah
concerning additional severance benefits.
(c)
The
Board
on September 26, 2007 elected Mr. Charles Crovitz, a current Board member,
as
Interim Chief Executive Officer (“Interim CEO”) at a continuation, after a
recess, of the same meeting of the Board at which Mr. Dabah resigned. It
is
anticipated that Mr. Crovitz will serve in such position until the election
by
the Board of a permanent chief
executive officer.
Ms.
Sally Frame Kasaks, the Lead Director, will continue as Acting Chair of the
Board of Directors. The Company continues to search for two new independent
Board members and will designate a permanent Chair of the Board as soon as
practicable.
Mr.
Crovitz, age 54, has served as a Director of the Company since 2004 and has
served as the Chairman of the Compensation Committee and a member of the
Corporate Governance Committee of the Board. His service on these committees
ended with his election as Interim CEO. Mr. Crovitz is a 28-year retail veteran
who began his career at McKinsey & Co. consulting retail clients in the
areas of strategy, organization and operations. Since 2003, Mr. Crovitz has
operated Crovitz Consulting Company. Mr. Crovitz worked at Gap Inc. from
1993 to
2003, most recently serving for five years as its Executive Vice President
&
Chief Supply Chain Officer. Prior to the Gap, Inc., Mr. Crovitz was Senior
Vice
President, Management Information Systems for Safeway, one of the largest
grocery retailers in North America. Mr. Crovitz currently serves on the Board
of
Directors of United Stationers Inc. and previously served on the Board of
Directors of Quick Response Systems. Mr. Crovitz received his undergraduate
degree from University of California, Berkeley, and his Masters of Business
Administration and Juris Doctorate from Stanford University.
At
the
Board meeting referred to above, the Compensation Committee was authorized
to
determine Mr. Crovitz’s compensation for his service as Interim CEO.
Compensation arrangements for Mr. Crovitz have not yet been
determined.
A
copy of
a press release relating to the foregoing is attached hereto as Exhibit 99.1
and
is incorporated in this Item 5.02 by reference.
Item
8.01 Other
Events
In
connection with Mr. Dabah’s resignation referred to in Item 5.02, the Board will
engage a search firm to conduct a search for a permanent chief
executive officer.
On
September 24,
2007,
the Company learned that a stockholder class action was filed on September
21,
2007 against the Company and certain of its current and former senior executives
in the United States District Court, Southern District of New York. It alleges,
among other things, that certain of the Company’s current and former officers
made statements to the investing public which misrepresented material facts
about the business and operations of the Company, or omitted to state material
facts
required
in order for the statements made by them not to be misleading, causing the
price
of the Company’s stock to be artificially inflated in violation of provisions of
the Securities Exchange Act of 1934, as amended. It alleges that more recent
disclosures establish the misleading nature of these earlier disclosures.
The
complaint seeks money damages plus interest as well as costs and disbursements
of the lawsuit. The
complaint has
not yet
been served on the Company. The Company intends to vigorously contest these
allegations and the claims made.
As
previously reported in a press
release made on January 31, 2007 and a Form
8-K
filed with the Securities and Exchange Commission on February 1, 2007, the
recommendations
of the special
committee of the Board of Directors appointed to investigate the company’s stock
option grant practices included
a
comprehensive review, with the assistance of independent counsel, by
the
Board of Directors of
the
Company's governance system and processes and its internal controls.
As
previously reported in a press release made, and Form 8-K filed with the
Securities and Exchange Commission, on August 23, 2007, in connection with
the
application of enhanced internal controls that the Company had instituted
as
part of the changes in its governance and internal controls resulting from
this
review,
the
Company had identified certain violations of the Company's policies and
procedures by two members of the Company’s senior management, which
were under consideration by the Board of Directors.
On
September 26, 2007, the Company issued a press release announcing that the
Board
had completed
its consideration of these violations and had determined, among other things,
that none of the violations have a material affect on the Company’s operating
results. The Company also stated that the Board had imposed significant
sanctions on the individuals involved,
including the Company’s Chief Executive Officer, who, as reported above, had
resigned from that position.
A
copy of
the September 26, 2007 press release is included as Exhibit 99.2
hereto.
The
Company has
completed its investigation of
the
violations of the Company’s policies and procedures referred to in its August
23, 2007 release and no other internal investigations are underway.
Item
9.01 Financial
Statement and Exhibits.
(d) Exhibits.
Exhibit
99.1 Press
Release of The Children’s Place Retail Stores, Inc. dated September 26,
2007
Exhibit
99.2 Second
Press Release of The Children’s Place Retail Stores, Inc. dated September 26,
2007
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly cause this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
September 28, 2007
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THE
CHILDREN’S
PLACE RETAIL STORES, INC. |
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By: |
/s/
Susan J. Riley |
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Name: Susan
J. Riley |
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Title: Executive
Vice President and Interim Chief
Financial Officer |
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release of The Children’s Place Retail Stores, Inc. dated September 26,
2007
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99.2
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Second
Press Release of The Children’s Place Retail Stores, Inc. dated September
26, 2007
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