UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
October 9, 2007
THE CHILDREN'S PLACE RETAIL STORES, INC.
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(Exact Name of Registrants as Specified in Their Charters)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-23071 31-1241495
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(Commission File Number) (IRS Employer Identification No.)
915 Secaucus Road, Secaucus, New Jersey 07094
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(Address of Principal Executive Offices) (Zip Code)
(201) 558-2400
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) This current report on Form 8-K/A is being filed by The Children's Place
Retail Stores, Inc. (the "Company") to update certain information included in
the Form 8-K filed on October 15, 2007 (the "Original Form 8-K"). The Original
Form 8-K was filed by the Company to disclose, among other things, that Deloitte
& Touche LLP ("Deloitte"), the Company's then independent registered public
accounting firm, would not stand for re-election for the fiscal year ending
February 2, 2008. However, Deloitte continued as the Company's independent
registered public accounting firm to complete its engagement with respect to the
Company's financial statements for the three fiscal years in the period ended
February 3, 2007 (as to which there was a pending restatement of previously
issued financial statements for fiscal 2005 and 2004).
On December 5, 2007, Deloitte delivered to the Company its audit report
with respect to the Company's fiscal 2006 financial statements. This completed
Deloitte's audit engagement for fiscal 2006 and constituted the completion of
Deloitte's provision of audit services to the Company. Except as described
below, during the two fiscal years ended February 3, 2007 and through the date
of completion of Deloitte's engagement, there were no disagreements between the
Company and Deloitte with respect to any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to Deloitte's satisfaction, would have caused it to make
reference to the subject matter of any such disagreement in connection with its
audit report.
The Company disclosed in the Original Form 8-K that management had
determined, that deficiencies exist in the implementation of the Company's
policies and procedures resulting in a material weakness in the Company's
control environment. In the Original Form 8-K, the Company disclosed certain
factors as providing a basis for its determination regarding such material
weakness.
Since the filing of the Original Form 8-K, Deloitte informed the Company
of a difference in judgment between the Company and Deloitte as to the factors
that should contribute to the conclusion that there is a material weakness in
the Company's control environment. This difference in judgment, which resulted
in the modification of Deloitte's report with respect to management's assessment
of the Company's internal control over financial reporting relating to the
Company's disclosure of its material weaknesses (which report has been included
in Item 9A of the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission ("SEC") on December 5, 2007), represents, in Deloitte's
professional judgment, a disagreement with the Company for purposes of Item 304
of Regulation S-K of the SEC with respect to a matter of accounting principle or
practice, financial statement disclosure, or auditing scope or procedure, and
the Company agrees that the difference in judgment should be so treated. The
Company does not believe that its disclosure regarding its material weaknesses,
as contained in Item 9A of its Annual Report on Form 10-K, was not fairly
presented in all material respects as referred to in such report of Deloitte.
The Company has furnished a copy of the above disclosure to Deloitte and
requested that Deloitte furnish the Company with a letter addressed to the SEC
stating whether or not Deloitte agrees with such disclosure. A copy of
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Deloitte's letter is attached as Exhibit 16.2 to this Current Report on Form
8-K.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(d) Exhibits.
Exhibit 16.2 Letter on change in certifying accountant.
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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: December 11, 2007
THE CHILDREN'S PLACE RETAIL STORES, INC.
By: /s/ Susan J. Riley
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Name: Susan J. Riley
Title: Executive Vice President
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EXHIBIT INDEX
Exhibit No. Description
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16.2 Letter on change in certifying accountant
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EXHIBIT 16.2
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December 11, 2007
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Dear Sirs/Madams:
We have read Item 4.01 of The Children's Place Retail Stores, Inc. Form 8-K/A
dated October 9, 2007 and filed with the Securities and Exchange Commission on
December 11, 2007, and have the following comments:
1. We agree with the statements made in the first, second, third and
fifth paragraphs in section (a) of Item 4.01.
2. We agree with the statements made in the first and second sentence
of the fourth paragraph in section (a) of Item 4.01.
3. As to the last sentence of the fourth paragraph in section (a) of
Item 4.01 :
a. We agree that the Company informed us that the Company
believes that its disclosure regarding its material
weaknesses, as contained in Item 9A of its Annual Report on
Form 10-K, was fairly presented in all material respects, but
b. We disagree that the Company's disclosure regarding its
material weaknesses was fairly presented.
Yours truly,
/s/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
Parsippany, New Jersey