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):
February
21, 2008
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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(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):
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
8.01 Other
Events
On
February 7, 2008, The Children's Place Retail Stores, Inc. (the “Company”)
issued a press release confirming that on February 6, 2008 its Board of
Directors received a letter from Ezra Dabah, the Company's former Chief
Executive Officer, indicating his interest in considering the possibility of
making an offer to acquire the Company.
On
February
21,
2008,
the
Company
learned
that in response to the possibility that Mr. Dabah may acquire the Company,
a
stockholder class action was filed on February 8, 2008 against the Company
and
all of the members of its Board of Directors in the Superior Court of New
Jersey, Chancery Division, Hudson County. It alleges, among other things that
the price offered by Mr. Dabah in the proposed acquisition is an unfair price
and is the result of unfair dealing, timed, to take advantage of a temporarily
depressed market price of the Company’s stock. It also alleges that if the
proposed acquisition were to be approved by the Company’s Board of Directors
that it would constitute a breach of Mr. Dabah’s duty of loyalty and would
constitute unfair dealing and that since the proposed acquisition allegedly
is
not fair to the stockholders, none of the members of the Company’s Board of
Directors can, consistent with their fiduciary duties of care and good faith,
approve the proposed acquisition. The complaint seeks among other things to
permanently enjoin the Company from approving the proposed acquisition, declare
that the members of the Company’s Board of Directors have breached their
fiduciary duties, as well as fees, expenses and costs to the plaintiff and
the
plaintiff’s counsel.
The
Board has taken under consideration Mr. Dabah’s letter and at this time, the
Company intends to contest the allegations and the claims made in this
complaint.
In
a
separate matter, on February 19, 2008, the Company announced that it had
scheduled an annual meeting of stockholders of the Company to be held on June
27, 2008. On February 21, 2008, Mr. Dabah filed a complaint against the Company
in the Court of Chancery of the State of Delaware (the “Chancery Court”)
requesting that the Chancery Court compel the Company to hold an annual meeting
of stockholders within 45 days from the filing of the complaint. At this time,
the Company intends to present the Chancery Court with its rationale as to
why
the annual meeting of stockholders should be held on June 27, 2008.
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.
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| Date: February 27, 2008 |
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THE
CHILDREN’S
PLACE RETAIL STORES, INC. |
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By: |
/s/ Susan
J.
Riley |
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Name: Susan
J. Riley |
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Title: Executive
Vice President Finance and
Administration
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