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 16, 2007
THE
CHILDREN’S PLACE RETAIL STORES, INC.
(Exact
name of registrant as specified in charter)
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Delaware
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0-23071
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31-1241495
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(State
or Other Jurisdiction
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(Commission
File
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(IRS
The Company
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of
Incorporation)
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Number)
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Identification
No.)
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915
Secaucus Road, 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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
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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(e)
On
April
16, 2007, The Children’s Place Retail Stores, Inc. (the “Company”) entered into
an employment agreement with Susan J. Riley, who was elected the Company’s
Executive Vice President, Finance and Administration on January 31, 2007. The
agreement is effective as of February 4, 2007 (the beginning of the fiscal
year
of the Company following her election to such position) and continues until
terminated by either Ms Riley or the Company by notice given in accordance
with
the agreement.
Pursuant
to the employment agreement, Ms Riley with serve as the Company’s Executive Vice
President, Finance and Administration, reporting dually to the Chief Executive
Officer and the Board of Directors and will be a principal executive officer
of
the Company for purposes of the Company’s reporting obligations under the
securities laws. Ms Riley under the employment agreement is entitled to an
annual salary of $525,000 for the initial year of her employment, subject to
annual review and adjustment, and is entitled to participate annually in, and
eligible to receive an annual performance bonus pursuant to, the Company’s
Annual Management Incentive Bonus Plan on a basis no less favorable than that
applicable to any other executive officer of the Company, other than the Chief
Executive Officer, and will be eligible for a bonus thereunder in an amount
not
less than 50% of her then annual salary (subject to achievement of the
performance targets established under the plan). In addition, as soon as
practicable (but in no event before such time as the Company determines that
the
Company is in compliance with the periodic reporting requirements of Section
13(a) of the Securities Exchange Act of 1934, as amended), Ms Riley will be
granted, pursuant to and subject to the provisions of the Company’s Amended and
Restated 2005 Equity Incentive Plan (the “2005 Equity Plan”), a restricted stock
award for 15,000 restricted shares, with 5,000 of such restricted shares vesting
on the first anniversary of the date of grant and 5,000 vesting on each of
the
next two anniversaries thereof. In respect of the Company’s 2008 fiscal year and
subsequent fiscal years, Ms Riley shall be entitled to participate in the
Company’s equity incentive plans on a basis no less favorable than that on which
any other executive officer of the Company, other than the Chief Executive
Officer, is permitted to participate. The employment agreement also provides
for
certain insurance and other benefits to be provided to Ms Riley by the Company
on the same basis on which such benefits are from time to time generally made
available to senior executives of the Company.
Ms
Riley’s employment agreement provides that if Ms Riley’s employment is
terminated by the Company without cause or by Ms Riley for good reason or,
even
without good reason, within one year following a change in control (as each
such
terms are defined in the agreement), Ms Riley will be entitled to (i)
continuation of her annual base salary then in effect for a period of one year
following the termination of her employment, plus (ii) a pro rata portion of
the
performance bonus she would have been entitled to receive for the year in which
her employment terminated, calculated based on the target bonus established
for
her for the year under the Annual Management Incentive Plan or, if such target
bonus has not been established at the time of termination of employment, on
the
basis of the target bonus for the previous year. Upon a change in control of
the
Company, the restricted stock awards Ms Riley is entitled to receive in
connection with entering into the employment agreement, as referred to above,
shall in accordance with their terms and the 2005 Equity Plan vest and be
delivered to her immediately. In addition, with respect to the performance
share
award previously made to Ms Riley under the 2005 Equity Plan, if the performance
criteria for such performance shares have been satisfied at the time, the
delivery of such shares to her will be accelerated upon a termination of her
employment by the Company without cause or by Ms Riley for good reason, even
though under the terms of the award and the 2005 Equity Plan such shares would
otherwise only be delivered to her if her employment continued until the
scheduled time of delivery or upon an earlier change in control. Ms. Riley’s
employment agreement also provides that Ms. Riley will not, with certain
exceptions, engage or be engaged in a competing business or solicit the
Company’s directors, officers and employees for a period of one year following
termination of her employment.
A
copy of
the Employment Agreement is attached as an exhibit hereto and reference is
made
to the text of the agreement for further information regarding its specific
terms.
| Item
9.01. |
Financial Statements and
Exhibits. |
The
following exhibit is filed herewith.
| 99.1 |
Employment
Agreement dated April 16, 2007 and is effective as of February 4,
2007
between The Children’s Place Retail Stores, Inc.
and Susan J. Riley.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused the report to be signed on its behalf by the undersigned hereunto
duly authorized.
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THE
CHILDREN’S
PLACE RETAIL STORES, INC. |
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| Dated:
April 19, 2007 |
By: |
/s/ Ezra Dabah |
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Name:
Ezra Dabah |
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Title:
Chief Executive Officer |
EXHIBIT
INDEX
| 99.1 |
Employment
Agreement dated April 16, 2007 and is effective as of February 4,
2007
between The Children’s Place Retail Stores, Inc.
and Susan J. Riley.
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