UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment #1
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fifty-two weeks ended February 2, 2019 | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-23071
THE CHILDREN'S PLACE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 31-1241495 | |
| (State or other jurisdiction of | (I.R.S. employer | |
| incorporation or organization) | identification number) | |
| 500 Plaza Drive | ||
| Secaucus, New Jersey | 07094 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(201) 558-2400
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.10 par value
Name of each exchange on which registered: Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None.
___________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” ”accelerated filer,” “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | o |
Non-accelerated filer |
o | Smaller reporting company | o | Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of common stock held by non-affiliates was $1,977,021,554 at the close of business on August 4, 2018 (the last business day of the registrant's fiscal 2018 second fiscal quarter) based on the closing price of the common stock as reported on the Nasdaq Global Select Market. For purposes of this disclosure, shares of common stock held by persons who hold more than 10% of the outstanding shares of common stock and shares held by executive officers and directors of the registrant have been excluded because such persons may be deemed affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: Common Stock, par value $0.10 per share, outstanding at March 19, 2019: 15,735,700.
Documents Incorporated by Reference: Portions of The Children's Place, Inc. Definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May 8, 2019 are incorporated by reference into Part III.
EXPLANATORY NOTE – AMENDMENT
The Children’s Place, Inc. (the “Company”) is filing this Amendment #1 on Form 10-K/A (this “Amendment”) to the Company’s annual report on Form 10-K for the fiscal year ended February 2, 2019 (the “Form 10-K”), filed with the Securities and Exchange Commission on March 21, 2019 (the “Original Filing Date”), to provide the signature of our principal accounting officer, which was inadvertently omitted from the Form 10-K.
No other changes have been made to the Form 10-K. This Amendment speaks as of the Original Filing Date of the Form 10-K, does not reflect events that may have occurred subsequent to the Original Filing Date and, except as expressly described in the immediately preceding paragraph, does not modify or update in any way the disclosures made in the Form 10-K.
PART IV
ITEM 15.-EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(3) Exhibits.
The exhibits filed as part of this Amendment are set forth in the Exhibit Index at the end of this Amendment.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE CHILDREN’S PLACE, INC. | |||
| By: | /S/ Michael Scarpa | ||
| Michael Scarpa | |||
|
Chief Operating Officer and Chief Financial Officer | |||
| (Principal Financial Officer) | |||
| April 18, 2019 | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| THE CHILDREN’S PLACE, INC. | |||
| By: | /S/ Robert Helm | ||
| Robert Helm | |||
|
Vice President, Finance and Accounting | |||
| (Principal Accounting Officer) | |||
| April 18, 2019 | |||
INDEX TO EXHIBITS
________________________________________
(+) Filed herewith.
EXHIBIT 31.3
Certificate of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Jane T. Elfers, certify that:
| 1. | I have reviewed this annual report on Form 10-K of The Children’s Place, Inc. for the fiscal year ended February 2, 2019, as amended by Amendment No. 1 thereto on Form 10-K/A dated as of the date hereof (as amended, this “report”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | [Intentionally omitted] |
| 4. | [Intentionally omitted] |
| 5. | [Intentionally omitted] |
| Date: April 18, 2019 | By: | /S/ Jane T. Elfers | |
|
JANE T. ELFERS Chief Executive Officer and President (Principal Executive Officer)
|
EXHIBIT 31.4
Certificate of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael Scarpa, certify that:
| 1. | I have reviewed this annual report on Form 10-K of The Children’s Place, Inc. for the fiscal year ended February 2, 2019, as amended by Amendment No. 1 thereto on Form 10-K/A dated as of the date hereof (as amended, this “report”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | [Intentionally omitted] |
| 4. | [Intentionally omitted] |
| 5. | [Intentionally omitted] |
| Date: April 18, 2019 | By: | /S/ Michael Scarpa | |
|
MICHAEL SCARPA Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)
|