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): December 13,
2010
THE
CHILDREN’S PLACE RETAIL STORES, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
|
0-23071
|
31-1241495
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
500
Plaza Drive, 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
1.01. Entry
into a Material Definitive Agreement.
On December 13, 2010, The Children’s
Place Retail Stores, Inc. (the "Company") entered into amended and restated
change in control agreements with each of Susan J. Riley, Executive Vice
President, Finance and Administration and Mark Rose, Senior Vice President,
Chief Supply Chain Officer. A description of the amended and restated
change in control agreements entered into with Ms. Riley and Mr. Rose is
contained in Item 5.02 below, which is incorporated by reference into this Item
1.01.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
December 13, 2010, The Children’s Place Retail Stores, Inc. (the "Company")
entered into amended and restated change in control agreements with each of
Susan J. Riley, Executive Vice President, Finance and Administration and Mark
Rose, Senior Vice President, Chief Supply Chain Officer.
The
amended and restated change in control agreements make certain changes to the
change in control agreements previously disclosed by the Company in a Form 8-K
filed with the Securities and Exchange Commission on December 12,
2007. Certain changes to these agreements were previously disclosed
by the Company in a Form 8-K filed with the Securities and Exchange Commission
on January 24, 2008.
The
material changes made on December 13, 2010 to the amended and restated change in
control agreements are described below:
Change
in Control Definition
The
definition of a "change in control" was amended so that the following events
would constitute a "change in control":
(a) the
sale to any purchaser of (i) all or substantially all of the assets of the
Company or (ii) capital stock representing more than 50% of the stock of the
Company entitled to vote generally in the election of directors; or
(b) a
merger or consolidation of the Company with another corporation if, immediately
after such merger or consolidation, less than a majority of the combined voting
power of the then-outstanding securities entitled to vote generally in the
election of directors of the surviving corporation is held by those who held
such securities immediately prior to the transaction; or
(c) if
any person becomes the beneficial owner of securities representing more than 50%
of the combined voting power of voting stock of the Company (or its subsidiary
employing the executive) entitled to vote generally in the election of
directors; or
(d) if
the individuals (i) who, as of December 13, 2010, constitute the Board of
Directors (the "Original Directors") and (ii) who thereafter are elected to the
Board of Directors and whose election or nomination was approved by a majority
of the Original Directors then still in office (the "Additional Original
Directors") and (iii) who thereafter are elected to the Board of Directors and
whose election or nomination was approved by a majority of the Original
Directors and Additional Original Directors then still in office, cease for any
reason to constitute a majority of the members of the Board of
Directors.
Excess
Parachute Payments
The
provision for a "modified gross-up" of the "golden parachute" excise tax imposed
by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code")
was removed. Instead, the amended and restated change in control
agreements provide for the executive to receive the greater of (i) the largest
portion of the payment that would result in no parachute excise tax under
Section 4999 of the Code, or (ii) the full amount of the payment if the net
after-excise-tax amount retained by the executive would exceed the amount in
(i).
The
description of the amended and restated change in control agreements set forth
herein is qualified in its entirety by reference to the full text thereof, a
copy of the form of which will be filed as an exhibit to the Company’s Annual
Report on Form 10-K for the fiscal year ending January 29,
2011.
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.
| THE CHILDREN’S PLACE RETAIL STORES, INC. | ||||
|
Date: December
13, 2010
|
By:
|
/s/ Susan J. Riley | ||
| Name: | Susan J. Riley | |||
| Title: |
Executive
Vice President,
Finance and Administration
|
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