UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
The Children's Place Retail Stores, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.10 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
168905107
--------------------------------------------------------------------------------
(CUSIP Number)
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-5555
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 22, 2009
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box |_|.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The Information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO.: 168905107
1 NAMES OF REPORTING PERSONS
Ezra Dabah
--------------------------------------------------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 579,818
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,478,841
REPORTING -------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
579,818
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,478,841
-------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,058,659
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP NO.: 168905107
1 NAMES OF REPORTING PERSONS
Renee Dabah
--------------------------------------------------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,058,659
REPORTING -------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,058,659
-------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,058,659
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
This Amendment No. 10 amends and supplements the statement on Schedule 13D
(the "Schedule 13D") originally filed with the Securities and Exchange
Commission on October 15, 2007, as amended by Amendment No. 1 filed on February
7, 2008, Amendment No. 2 filed on February 21, 2008, Amendment No. 3 filed on
May 15, 2008, Amendment No. 4 filed on April 24, 2009, Amendment No. 5 filed on
May 6, 2009, Amendment No. 6 filed on May 15, 2009, Amendment No. 7 filed on
June 5, 2009, Amendment No. 8 filed on July 30, 2009 and Amendment No. 9 filed
on August 5, 2009 by Ezra Dabah and Renee Dabah (the "Reporting Persons") with
respect to the shares of Common Stock, $0.10 par value per share (the "Common
Stock"), of The Children's Place Retail Stores, Inc., a Delaware corporation
(the "Company"). Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule 13D.
From and after the date hereof, all references in the Schedule 13D to the
Schedule 13D or terms of similar import shall be deemed to refer to the Schedule
13D as amended and supplemented hereby.
The Reporting Persons have entered into a Fourth Amended and Restated
Joint Filing Agreement, dated as of July 29, 2009, a copy of which is filed as
Exhibit L to Amendment No. 8 to the Schedule 13D filed on July 30, 2009, and
which is incorporated herein by reference. Neither the fact of this filing nor
anything contained herein shall be deemed an admission by the Reporting Persons
that they constitute a "group" as such term is used in Section 13(d)(1)(k) of
the rules and regulations under the Securities Exchange Act of 1934, as amended.
Item 5 is hereby amended and supplemented as follows:
Item 5. Interest in Securities of the Issuer.
(a) - (b)
Based upon the Company's Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on September 3, 2009, there were 27,355,204
shares of Common Stock outstanding as of August 31, 2009. Ezra Dabah is the
beneficial owner of 2,058,659 shares of Common Stock of the Company,
representing 7.5% of the total number of shares outstanding as of August 31,
2009. Mr. Dabah (i) has the sole power to vote or to direct the vote and to
dispose or direct the disposition of 579,818 of such shares (which includes
87,000 shares that are issuable upon the exercise of outstanding vested
options), (ii) has shared power to vote or to direct the vote and to dispose or
direct the disposition of 1,102,841 of such shares held by Mr. Dabah and others,
as custodians or trustees for Mr. Dabah's children and certain other family
members and (iii) has shared power to vote or to direct the vote and to dispose
or direct the disposition of 376,000 of such shares held by Mr. Dabah and his
wife as joint tenants with right of survivorship.
Renee Dabah, wife of Ezra Dabah, is the beneficial owner of 2,058,659
shares of Common Stock of the Company, representing 7.5% of the total number of
shares outstanding as of August 31, 2009. Mrs. Dabah (i) does not have sole
power to vote or to direct the vote or to dispose or direct the disposition of
any of such shares, (ii) has shared power to vote or to direct the vote and to
dispose or direct the disposition of 1,102,841 of such shares held by Mrs. Dabah
and others, as custodians or trustees for Mrs. Dabah's children and certain
other family members, (iii) has shared power to vote or to direct the vote and
to dispose or direct the disposition of 376,000 of such shares held by Mrs.
Dabah and her husband as joint tenants with right of survivorship and (iv) may
be deemed to have shared power to vote or to direct the vote and to dispose or
direct the disposition of 579,818 of such shares (which includes 87,000 shares
that are issuable to Mrs. Dabah's husband upon the exercise of vested stock
options) owned by Mrs. Dabah's husband.
(c) On August 7, 2009, Ezra Dabah acquired 100,000 shares of Common Stock
through the exercise of outstanding vested stock options at an exercise price of
$20.29 per share. On August 7, 2009, Ezra Dabah sold 100,000 shares of Common
Stock. The trade dates, number of shares of Common Stock sold and the price per
share for all sales of common stock by Mr. Dabah are set forth on Schedule A
hereto and are incorporated herein by reference. All sales were open-market
transactions. On September 22, 2009, Mrs. Dabah and a co-trustee, acting as
trustees on behalf of certain trusts established for the benefit of Mr. and Mrs.
Dabah's children and certain other family members, sold 310,879 shares of Common
Stock on the open market at an average price of $30.00.
(d) N/A.
(e) N/A.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
EZRA DABAH
By: /s/ Ezra Dabah
------------------------------
Name: Ezra Dabah
RENEE DABAH
By: /s/ Renee Dabah
------------------------------
Name: Renee Dabah
Dated: September 25, 2009
SCHEDULE A
TRADE DATE NUMBER OF SHARES PRICE PER SHARE
---------- ---------------- ---------------
8/7/09 400 $34.19
8/7/09 800 $34.20
8/7/09 2,500 $34.21
8/7/09 100 $34.215
8/7/09 1,600 $34.22
8/7/09 100 $34.225
8/7/09 100 $34.23
8/7/09 300 $34.24
8/7/09 1,000 $34.25
8/7/09 900 $34.257
8/7/09 1,400 $34.26
8/7/09 200 $34.265
8/7/09 600 $34.27
8/7/09 500 $34.28
8/7/09 1,200 $34.29
8/7/09 3,181 $34.30
8/7/09 1,700 $34.307
8/7/09 1,700 $34.31
8/7/09 400 $34.315
8/7/09 300 $34.317
8/7/09 1,644 $34.32
8/7/09 300 $34.325
8/7/09 100 $34.327
8/7/09 100 $34.3275
8/7/09 875 $34.33
8/7/09 300 $34.335
8/7/09 4,062 $34.34
8/7/09 1,000 $34.345
8/7/09 926 $34.35
8/7/09 400 $34.355
8/7/09 1,700 $34.36
8/7/09 584 $34.37
8/7/09 400 $34.375
8/7/09 223 $34.385
8/7/09 1,400 $34.39
8/7/09 530 $34.40
8/7/09 200 $34.44
8/7/09 21,518 $34.45
8/7/09 3,800 $34.46
8/7/09 300 $34.465
8/7/09 200 $34.4675
8/7/09 10,698 $34.47
8/7/09 100 $34.4775
8/7/09 2,700 $34.48
8/7/09 3,847 $34.485
8/7/09 300 $34.4875
8/7/09 2,871 $34.49
8/7/09 153 $34.495
8/7/09 3,184 $34.50
8/7/09 200 $34.505
8/7/09 7,169 $34.51
8/7/09 300 $34.515
8/7/09 4,072 $34.52
8/7/09 400 $34.525
8/7/09 1,935 $34.53
8/7/09 200 $34.535
8/7/09 1,300 $34.54
8/7/09 428 $34.55
8/7/09 600 $34.56