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): August 4, 2009
THE
CHILDREN’S PLACE RETAIL STORES, INC.
(Exact
Name of Registrants as Specified in Their Charters)
Delaware
(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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(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
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain Officers.
Effective
as of August 4, 2009, the employment of Richard Flaks, Senior Vice President,
Planning, Allocation and Information Technology of The Children’s Place Retail
Stores, Inc. (the “Company”), has been terminated.
While the terms of Mr. Flaks’ separation from the Company have not yet been
finalized, the Company expects that Mr. Flaks will continue to receive salary
payments for one year following the effective date of his
termination. Accordingly, the Company expects to incur expenses in
connection with such termination of approximately $500,000.
Item
7.01 Regulation
FD Disclosure.
On August
6, 2009, the Company issued a press release containing the Company's sales
results for the four-week period and the second fiscal quarter ended August 1,
2009. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
In accordance with General Instructions
B.2 of Form 8-K, the information under this Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liability of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such a
filing.
Item
8.01 Other
Events.
On August 5, 2009, certain current and
former members of the Board of Directors and senior executives of the Company
were served with a stockholder derivative action filed in the Superior Court of
New Jersey, Hudson County, Chancery Division. The Company has been named
as a nominal defendant. The Complaint alleges, among other things, that
certain of the Company’s current and former officers and directors breached
their fiduciary duties to the Company and its stockholders and engaged in
corporate waste in connection with the Disney Store transaction and resignation
of the Company’s former Chief Executive Officer. The complaint seeks money
damages, the costs and disbursements of the lawsuit, as well as equitable
relief. The Company’s Board of Directors and management intend to
vigorously
contest these allegations and the claims made.
Forward Looking
Statements
This Current Report on Form 8-K,
including Exhibit 99.1, contains forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements typically are identified by use of
terms such as “may,” “will,” “should,” “plan,” “expect,” “anticipate,”
“estimate” and similar words, although some forward-looking statements are
expressed differently. Forward-looking statements represent the
Company’s management’s judgment regarding future events. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, the Company can give no assurance that such
expectations will prove to be correct. All statements other than
statements of historical fact included in this Current Report on Form 8-K are
forward-looking statements. The Company cannot guarantee the accuracy
of the forward-looking statements, and you should be aware that the Company’s
actual results could differ materially from those contained in the
forward-looking statements due to a number of factors, including the statements
under the heading “Risk Factors” contained in the Company’s filings with the
Securities and Exchange Commission.
Item
9.01 Financial
Statement and Exhibits.
| (d) | Exhibits | |
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Exhibit 99.1
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Press
release, dated August 6, 2009, issued by the
Company.
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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.
Date: August
6, 2009
| THE CHILDREN’S PLACE RETAIL STORES, INC. | |||
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By:
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/s/ Susan J. Riley | |
| Name: | Susan J. Riley | ||
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Title:
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Executive
Vice President, Finance
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| and Administration | |||
FOR IMMEDIATE
RELEASE
THE
CHILDREN’S PLACE REPORTS JULY AND SECOND QUARTER 2009 SALES
Secaucus, New Jersey – August 6, 2009
– The Children’s Place Retail Stores, Inc. (Nasdaq: PLCE) today announced
net sales of $102.1 million for the four-week period ended August 1, 2009, a 3%
decline compared to net sales of $105.6 million for the four-week period ended
August 2, 2008. Comparable retail sales, which include online sales,
declined 4% in July 2009 following a 2% increase for the same period last year.
During July 2009, comparable store sales declined 7% in the U.S. and declined
11% in Canada, while online sales increased 62%.
For the
second quarter ended August 1, 2009, net sales declined 7% to $315.6 million.
Comparable retail sales, which include online sales, declined 9% in the second
quarter of 2009 following a 10% increase for the same period last year. During
the second quarter of 2009, comparable store sales declined 11% in the U.S. and
declined 8% in Canada, while online sales increased 24%.
The
Company opened one store during July and 15 stores during the second quarter of
2009. Year-to-date, the Company has opened 21 stores and closed
one.
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July
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2nd
Quarter
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Year-to-Date
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Total
Sales:
- In
Millions
- Change
vs. Year Ago
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2009
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2008
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2009
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2008
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2009
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2008
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$102.1
-3%
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$105.6
+7%
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$315.6
-7%
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$338.0
+16%
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$717.6
-3%
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$738.2
+14%
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Comparable
Store Sales:
- Change
vs. Year Ago
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-4%
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+2%
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-9%
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+10%
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-3%
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+8%
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Outlook
In a
press release issued on July 29, 2009, the Company announced that it
estimates its loss per share from continuing operations for the second
quarter of 2009 will be in the range of $(0.25)-$(0.30), including a net gain of
approximately $0.18 per share for items which the Company deems to be unusual or
one-time in nature.
Excluding
these unusual or one-time items, the Company estimates its adjusted loss per
share from continuing operations for the second quarter of 2009 will be in the
range of $(0.43)-$(0.48). Adjusted loss per share is a non-GAAP measure which
the Company believes will facilitate comparisons of the past and future
performance of its core business. Items which the Company considers to be
unusual or one time in nature are income generated by the repatriation of
foreign cash of approximately $4.8 million after tax and the favorable
settlement of an IRS employment tax audit related to stock options of $4.7
million pre-tax, partially offset by $2.0 million pre-tax for expenses incurred
in connection with the proxy contest, $1.6 million pre-tax for expenses
associated with the pre-payment of its term loan, and $0.3 million pre-tax of
expense for previously announced restructuring programs.
In
conjunction with today’s July sales release, you are invited to listen to the
Company’s pre-recorded monthly sales call, which will be available beginning at
7:30 a.m. Eastern Time today through Thursday, August 13, 2009. To access the
recording, please visit the Investor Relations section of the Company’s website
at www.childrensplace.com.
-more-
PLCE
– July and Second Quarter 2009 Sales
Page
2
The
Company will discuss details on the quarter when it reports second quarter
earnings results on Thursday, August 20, 2009. The Company will host a
conference call that day at 10:00 a.m. Eastern Time which will be broadcast live
and can be accessed through the Investor Relations section of the Company’s
website. An audio archive will be available approximately one hour after the
conclusion of the call, until midnight on August 27, 2009.
About
The Children’s Place Retail Stores, Inc.
The
Children’s Place Retail Stores, Inc. is a leading specialty retailer of
children's merchandise. The Company designs, contracts to manufacture and sells
high-quality, value-priced merchandise under the proprietary “The Children's
Place” brand name. As of August 1, 2009, the Company owned and operated 937 The
Children’s Place stores and an online store at www.childrensplace.com.
Forward-Looking
Statements
This
press release may contain certain forward-looking statements regarding future
circumstances, including statements regarding loss per share from continuing
operations for the second quarter of 2009. These forward-looking statements are
based upon the Company's current expectations and assumptions and are subject to
various risks and uncertainties that could cause actual results to differ
materially. Some of these risks and uncertainties are described in the
Company's filings with the Securities and Exchange Commission, including in the
“Risk Factors” section of its annual report on Form 10-K for the fiscal year
ended January 31, 2009. Included among the risks and uncertainties that could
cause actual results, events and performance to differ materially are the risk
that the Company will be unsuccessful in gauging fashion trends and changing
consumer preferences, and the risks resulting from the highly competitive nature
of the Company’s business and its dependence on consumer spending patterns,
which may be affected by the downturn in the economy. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date they were made. The Company undertakes no obligation to release
publicly any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. The inclusion of any statement in this
release does not constitute an admission by the Company or any other person that
the events or circumstances described in such statement are
material.
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CONTACT:
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The
Children’s Place Retail Stores, Inc.
Jane Singer, Vice President, Investor Relations,
(201) 453-6955
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