SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 THE CHILDREN'S PLACE RETAIL STORES, INC. (Exact name of the Registrant as specified in its charter) DELAWARE 31-1241495 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE DODGE DRIVE WEST CALDWELL, NEW JERSEY 07006 (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on to be so Registered Which Each Class is to be Registered NONE Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $.10 PER SHAREITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The Registrant incorporates by reference herein the description of the Registrant's Common Stock appearing under the caption "Description of Capital Stock" in the Registrant's preliminary prospectus, dated September 2, 1997, included in Amendment No. 1 to the Registrant's registration statement on Form S-1 (No. 333-31535) (the "Registration Statement") as filed with the Securities and Exchange Commission (the "SEC") on September 2, 1997, as such description may be amended in any preliminary or final prospectus included or deemed to be included in an amendment to the Registration Statement subsequently filed with the SEC. The Registration Statement will be declared effective concurrently with this Form 8-A. ITEM 2. EXHIBITS. The following exhibits are filed herewith: 3.1 Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registration Statement and incorporated herein by reference). 3.2 Amended and Restated ByLaws of the Registrant (filed as Exhibit 3.2 to the Registration Statement and incorporated herein by reference). **4.1 Form of Certificate for Common Stock, par value $ .10 per share, of the Registrant. - ------------------------------ **To be filed by amendment. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. The Children's Place Retail Stores, Inc. Date: September 12, 1997 By: /S/ STEVEN BALASIANO Steven Balasiano Vice President, Secretary and General Counsel