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):
June
22, 2007
THE
CHILDREN’S PLACE RETAIL STORES, INC.
(Exact
Name of Registrants as Specified in Their Charters)
Delaware
(State
or Other Jurisdiction of
Incorporation)
|
0-23071
|
31-1241495
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
|
|
|
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 (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
5.05 Amendment
to the Registrant’s Code of Ethics, or Waiver of a Provision of Code of
Ethics
(a) On
June 22, 2007, the Board of Directors (the “Board”) of The Children’s Place
Retail Stores, Inc. (the “Company”) adopted certain revisions to the Company’s
Code of Business Conduct (the “Code”) applicable to the Company’s senior
officers, directors and all employees. The revision supplements the Code to
explicitly provide for a more formalized policy of the Company with respect
to
cooperation with governmental and regulatory investigations. In addition and
in
connection with the prohibitions under the Foreign Corrupt Practices Act, the
revisions also provide more detail on the prohibition of giving anything of
value to any employee or official of a government or political candidate or
to
any person performing public duties or state functions in order to secure an
improper advantage with respect to any aspect of the Company’s business.
This
summary is qualified entirely by the full text of the revisions to the Code
filed herewith as Exhibit 14.1 to this report.
These
amendments to the Code were made by the Company in connection with the
previously announced comprehensive review by the Board all of the Company’s
governance systems and processes and internal controls.
Item
9.01 Financial
Statement and Exhibits.
| (d) |
Exhibits.
|
|
14.1
|
Revisions
to Code of Business Conduct
|
2
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:
June 27, 2007
| THE CHILDREN’S PLACE RETAIL STORES, INC. | ||
| |
|
|
| By: | /s/ Susan Riley | |
|
Name: Susan Riley |
||
| Title: Executive Vice President, Finance and Administration | ||
3
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
14.1
|
Revisions
to Code of Business
Conduct
|
4
EXHIBIT
14.1
Compliance
with Laws, Rules and Regulations (Including, Without Limitation,
Insider
Trading Laws); Cooperation with Investigations
It
is the
Company’s policy to cooperate with any governmental or regulatory authority in
its conduct of any investigation or inquiry concerning the Company. All
subpoenas, document or information requests and other inquiries received from
any governmental authority should be immediately referred to the Company’s Legal
Department. Each associate and officer is expected to cooperate fully with
any
request by the Legal Department or counsel for the Company for documentation
or
information (including any in electronic form and whether retained in personal
or Company records or equipment) pertaining to any response by the Company
for
documents or information sought by any governmental authority. In addition,
each
associate and officer is expected to cooperate with any internal investigation
or review conducted by or on behalf of the Company including the Board of
Directors or any committee thereof.
Payments
to Government Personnel
The
Company strictly prohibits giving or promising, directly or indirectly, anything
of value to any employee or official of a government (including state-owned
companies) or a political party, candidate for office, or to any person
performing public duties or state functions in order to obtain or retain
business or to secure an improper advantage with respect to any aspect of the
Company’s business. This restriction also applies to persons working for or on
behalf of the Company, including agents, consultants, independent contractors
or
other representatives, none of whom may do indirectly on behalf of the Company
what an employee of the Company could not do directly under this Code or
applicable law, rules and regulations. Under the Foreign Corrupt Practices
Act,
improper payments are defined expansively to include gifts, entertainment and
certain travel expenses. Although local law may permit gift-giving or the
payment of entertainment expenses, the Company’s Legal Department must approve
any such payments. While the anti-bribery laws permit in narrow circumstances
small “facilitation” payments to expedite the routine performance of legitimate
duties, this area is not always clear, and any such payments also must be
discussed in advance with the Company’s Legal Department.