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
5,
2008
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 7.01 |
Regulation
FD Disclosure |
On
June
5, 2008, The
Children's Place Retail Stores, Inc. (the "Company")
issued
a
press release regarding the Company’s sales results for the fiscal month ended
May 31, 2008.
A
copy of
this press release is included as Exhibit 99.1 hereto.
On
May
21, 2008, the Company
and all other parties entered
into a stipulation (the “Stipulation”)
to
settle the stockholder derivative action entitled Nuttall et al. v. Dabah et
al.
and The Children’s Place Retail Stores, Inc., Case No. 2:07-cv-121 (SDW)(MCA)
(the “Action”),
which
as previously disclosed by the Company was filed in the United States District
Court, District of New Jersey (the “Court”)
in
January 2007. The Action alleges misconduct by certain current and former
directors and officers of the Company in connection with the dating of various
option grants. The settlement of the Action is subject to Court approval. On
May
29, 2008, the Court entered a Preliminary Approval Order and scheduled a hearing
to be held before the Court at 2:00 p.m. on July 21, 2008, at the Martin Luther
King Building & U.S. Courthouse, 50 Walnut Street, Room MLK 2A, Newark, New
Jersey 07101 to consider approval of the settlement. In addition, the Court
approved the filing of the attached Notice of Proposed Settlement of Derivative
Litigation, Hearing Thereon, and Right to Appear (the “Notice”)
as an
exhibit to a Form 8-K Current Report by the Company as a means of providing
for
all purposes notice of the proposed settlement to stockholders of the Company.
The
Company and the other defendants have denied and continue to deny all
allegations of misconduct made in the Action and entered into the Stipulation
solely to eliminate the burden, risk and expense of further litigation of,
and
to fully and finally resolve, all claims asserted in the Action. The Company
and
the other defendants maintain that their conduct was at all times proper and
in
compliance with all applicable provisions of law and that they acted in good
faith and in a manner they reasonably believed to be in the best interests
of
the Company and its stockholders. In the Stipulation, the Company acknowledges
that the filing of the Action was among the factors considered by the Company’s
Board of Directors in reaching its January 2007 decision to have the Company
implement various initiatives to improve the Company’s governance, internal
controls and option grant practices, as first disclosed in the Company’s press
release dated Janury 31, 2007. The Company also agreed in the Stipulation to
pay
$700,000 of attorneys’ fees and reimbursement of expenses to plaintiffs’
counsel.
The
foregoing description of the settlement and the Notice does not purport to
be
complete and is qualified in its entirety by the Notice attached as Exhibit
99.1
to this Current Report on Form 8-K and incorporated herein by
reference.
| Item 9.01 |
Financial Statement and
Exhibits. |
| (d) |
Exhibits. |
|
|
| |
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|
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Exhibit 99.1 |
|
Press release, dated June 5, 2008, issued
by
the Company regarding May Sales. |
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|
|
Exhibit 99.2 |
|
Notice
of Proposed Settlement of Derivative Litigation, Hearing Thereon, and
Right to Appear. |
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:
June 5,
2008 |
THE
CHILDREN’S
PLACE RETAIL STORES, INC. |
|
|
|
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By: |
/s/
Susan
Riley |
| |
Name: Susan
Riley
Title:
Executive
Vice President, Finance
and Administration
|