Unassociated Document
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): March 5, 2009
THE
CHILDREN’S PLACE RETAIL STORES, INC.
(Exact
Name of Registrants as Specified in Their Charters)
(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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(Registrant’s
Telephone Number, Including Area Code)
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On March
5, 2009, upon the recommendation of the Corporate Governance Committee of the
Board of Directors (the "Board") of The Children's Place Retail Stores,
Inc. (the “Company”), the Board increased the number of directors
constituting the entire Board from eight to nine and appointed Norman Matthews
as an "independent" director of the Company, within the meaning of the
Marketplace Rules of the NASDAQ Stock Market, LLC, to fill the vacancy created
by such increase. Mr. Matthews shall serve as a Class III director,
holding office for the remainder of the full term of the Class III directors
expiring at the annual meeting of stockholders of the Company to be held in
2009.
Mr.
Matthews, age 75, currently serves on the Boards of The Progressive Corporation,
Henry Schein, Inc., and Finlay Enterprises, Inc. Previously, he
served on the Boards of Sunoco, Inc., Toys “R” Us, Inc., and Federated
Department Stores, and as a Trustee for the American Museum of Natural
History. Mr. Matthews served as President of Federated Department
Stores until his retirement in 1988. He joined Federated Department
Stores in 1978 as Chairman - Gold Circle Stores Division. He was
promoted to Executive Vice President of Federated Department Stores in 1982, to
Vice Chairman in 1984 and to President in 1987. Prior to joining
Federated Department Stores, Mr. Matthews served as Senior Vice President,
General Merchandise Manager for E.J. Korvette, and as Senior Vice President,
Marketing and Corporate Development for Broyhill Furniture Industries. He began
his career as a Partner with Beacon Marketing Consultants and Beacon Advertising
Agency. Mr. Matthews received his undergraduate degree from Princeton
University and an MBA from Harvard Business School.
There is
no arrangement or understanding between Mr. Matthews and any other person
pursuant to which Mr. Matthews was appointed as a director of the Company. Mr.
Matthews will be eligible to participate in all non-management director
compensation plans or arrangements available to the Company’s other independent
directors. Accordingly, on the date of his appointment as a director,
Mr. Matthews was granted under the Company’s Amended and Restated 2005 Equity
Incentive Plan, as amended (the “Plan”) a deferred stock award of 4,663
shares of the Company's common stock, which shares are deliverable to Mr.
Matthews on the first anniversary of the date of grant, subject to the terms and
conditions of the Plan.
A copy of
the press release announcing the appointment of Mr. Matthews as a director of
the Company is attached to this Current Report on Form 8-K as Exhibit
99.1.
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Item
5.03.
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Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal
Year.
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Effective
as of March 5, 2009, the Board adopted an amendment and restatement (the "Third
Amended and Restated Bylaws") of the Second Amended and Restated Bylaws of the
Company (the "Second Amended and Restated Bylaws") to clarify the persons who
may preside over meetings of the Company's stockholders and meetings of the
Board in the absence of the Chairman of the Board and who may call special
meetings of the Board.
The
Second Amended and Restated Bylaws provided that in the absence of the Chairman
of the Board, the president of the Company would preside at all meetings of the
stockholders and at all meetings of the Board. Pursuant to
Section 6(i) of Article I, Section 3(g) of Article II and Section 5 of Article
III of the Third Amended and Restated Bylaws, in the absence of the Chairman of
the Board, (i) the chairman of meetings of the stockholders of the Company will
be such person as designated by the Chairman of the Board or by resolution
adopted by the Board and (ii) the chairman of meetings of the Board will be such
director chosen by the Board.
The
Second Amended and Restated Bylaws also provided that special meetings of the
Board could be called by or at the direction of the Chairman of the Board, the
president of the Company or a majority of the directors of the
Company. Pursuant to Section 3(d) of Article II of the Third Amended
and Restated Bylaws, special meetings of the Board now may be called only by or
at the direction of the Chairman of the Board or a majority of the directors of
the Company.
The full
text of the Third Amended and Restated Bylaws is filed as Exhibit 3.1 to
this Current Report on Form 8-K, and the Third Amended and Restated Bylaws is
incorporated herein by reference.
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Item
9.01
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Financial
Statement and Exhibits.
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Exhibit 3.1
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Third
Amended and Restated Bylaws of the
Company.
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Exhibit 99.1
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Press
release, dated March 5, 2009, issued by the Company regarding the
Company's appointment of Mr. Matthews as a member of the
Board.
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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: March 6, 2009
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THE
CHILDREN’S PLACE RETAIL
STORES, INC.
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By:
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/s/ Susan J.
Riley
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Name:
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Susan J.
Riley
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Title:
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Executive Vice President, Finance
and
Administration
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