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): June 26, 2009
THE
CHILDREN’S PLACE RETAIL STORES, INC.
(Exact
Name of Registrants as Specified in Their Charters)
(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) |
| |
|
(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 June
26, 2009, The Children’s Place Retail Stores, Inc. (the “Company”) and all other
parties entered into a Stipulation of Settlement to settle the stockholder class
action entitled Hall v. The
Children’s Place Retail Stores, Inc., et al., Civil Action No.
07-cv-8252(SAS) (consolidated) (the “Action”), which as previously disclosed by
the Company, was filed in the United States District Court, Southern District of
New York in September 2007. The Action alleges that certain of the
Company’s current and former officers made statements to the investing public
which misrepresented material facts about the business and operations of the
Company, or omitted to state material facts required in order for the statements
made by them not to be misleading, causing the price of the Company’s stock to
be artificially inflated in violation of provisions of the Exchange Act, as
amended. It alleges that subsequent disclosures establish the
misleading nature of these earlier disclosures. The settlement of the
action is subject to Court approval, and on June 26, 2009, the lead plaintiff
filed a motion for preliminary approval of the settlement.
The
Company and other defendants have denied and continue to deny all allegations
made in the Action and entered into the Stipulation solely to eliminate the
burden, expense, and risk of further litigation and to finally and fully resolve
all claims asserted in the Action. The defendants maintain that their
conduct was at all times proper and in compliance with applicable provisions of
law, and the defendants deny, among other things, that they made any material
misstatements or omissions in the Company’s public filings, press releases, or
other public statements. In the Stipulation, the Company agreed to
pay the total amount of $12 million in exchange for a release of all
claims. The cost of the settlement is covered by the Company’s
insurance.
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
26, 2009 |
THE
CHILDREN’S PLACE RETAIL STORES,
INC. |
|
| |
|
|
| |
|
|
|
|
|
By:
|
/s/ Susan
J. Riley |
|
| |
|
Name:
Susan J. Riley
Title: Executive
Vice President, Finance and Administration
|
|
| |
|
|
|
| |
|
|
|