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):
April
29,
2008
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):
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
1.02 Termination
of a Material Definitive Agreement.
As
previously disclosed, Hoop Retail Stores, LLC and Hoop Canada, Inc.
(collectively, “Hoop”)
and
The Children’s Place Services Company, LLC, each a subsidiary of The Children’s
Place Retail Stores, Inc. (the “Company”),
entered into an Asset Purchase Agreement (the “Asset
Purchase Agreement”)
with
affiliates of The Walt Disney Company, T2 Acquisition, LLC and T1 WDC Inc.,
to
transfer a substantial portion of the Disney Store business and assets to
Disney
(the “Private
Sale”),
subject to approval by the United States Bankruptcy Court for the District
of
Delaware (the “U.S.
Bankruptcy Court”)
and
the Ontario Superior Court of Justice (Commerical List) (the “Canadian
Bankruptcy Court”).
The
Private Sale was approved by the U.S. Bankruptcy Court and the Canadian
Bankrtupcy Court on April 23, 2008 and April 24, 2008, respectively, and
closed
on April 30, 2008.
A
copy of
a press release relating to the foregoing is attached hereto as Exhibit 99.1
and
is incorporated herein by reference.
In
connection with the closing of the Private Sale, Hoop’s rights and obligations
terminated under (a) the License and Conduct of Business Agreement, dated
as of
November 21, 2004, by and among TDS Franchising, LLC (“TDSF”)
and
Hoop (as amended, modified and supplemented from time to time, the “License
Agreement”),
(b)
the Guaranty and Commitment, dated as of November 21, 2004, by the Company
and
Hoop Holdings, LLC in favor of Hoop (as successors to The Disney Store, LLC
and
The Disney Store (Canada) Ltd.), and TDSF (as amended, modified and supplemented
from time to time, the “Guaranty
and Commitment”),
and
(c) the Refurbishment Amendment to License and Conduct of Business Agreement,
entered into on August 29, 2007, but effective as of June 6, 2007, by and
among
TDSF, the Company and Hoop (as successors to The Disney Store, LLC and The
Disney Store (Canada) Ltd.) (as amended, modified and supplemented from time
to
time, the “Refurbishment
Amendment”).
Further,
in connection with the closing of the Private Sale and the satisfaction of
other
conditions, the Company’s obligations to TDSF under the Guaranty and Commitment
and Refurbishment Amendment were released. Separately, the Company entered
into
a settlement and release of claims with Hoop and its Creditors’ Committee, which
was approved by the U.S. Bankruptcy Court on April 29, 2008.
See
the
Company’s Annual Report on Form 10-K for the year ended February 3, 2007, filed
with the Securities and Exchange Commission (the “SEC”)
on
December 5, 2007, for a brief description of the terms and conditions of
the
License Agreement, Guaranty and Commitment, and Refurbishment Amendment.
A copy
of the License Agreement is filed with the SEC as Exhibit 10.4 to the Company’s
Quarterly Report on Form 10-Q for the period ended October 30, 2004. A copy
of
the Guaranty and Commitment is filed with the SEC as Exhibit 10.5 to the
Company’s Quarterly Report on Form 10-Q for the period ended October 30,
2004. A copy of the Refurbishment Amendment is filed with the SEC as Exhibit
10.47 to the Company’s Annual Report on Form 10-K for the period ended February
3, 2007.
Item
8.01 Other
Events.
See
Item
1.02 above.
Forward-Looking
Statements
This
current report may contain certain forward-looking statements regarding future
circumstances. These forward-looking statements are based upon the Company’s
current expectations and assumptions and are subject to various risks and
uncertainties that could cause actual results to differ materially. Some
of
these risks and uncertainties are described in the Company’s filings with the
Securities and Exchange Commission, including in the “Risk Factors” section of
its reports on Forms 10-K and 10-Q. Risks and uncertainties relating to the
exit
of the Disney Store business, including the risk that claims may be asserted
against the Company or its subsidiaries other than Hoop, whether or not such
claims have any merit, and the Company’s ability to successfully defend such
claims, the risk that The Walt Disney Company and its affiliates may bring
litigation against the Company and assert various claims under the agreements
relating to the Company’s exit from the Disney Store business, in addition to
the risk that the Company may not be able to access, if necessary, additional
sources of liquidity or obtain financing on commercially reasonable terms
or at
all, as well as risks and uncertainties relating to other elements of the
Company’s strategic review, could cause actual results, events and performance,
to differ materially. Readers are cautioned not to place undue reliance on
these
forward-looking statements, which speak only as of the date they were made.
The
Company undertakes no obligation to release publicly any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
The
inclusion of any statement in this report does not constitute an admission
by
the Company or any other person that the events or circumstances described
in
such statement are material.
Item
9.01 Financial
Statement and Exhibits.
(d) Exhibits.
Exhibit
99.1 Press
release issued by the Company dated May 1, 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.
| Date: May 2, 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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