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): May 3, 2007

THE CHILDREN’S PLACE RETAIL STORES, INC.
(Exact name of registrant as specified in charter)

Delaware
0-23071
31-1241495
(State or Other Jurisdiction
(Commission File
(IRS Employer
of Incorporation)
Number)
Identification No.)
 
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:

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 2.02 Results of Operations and Financial Condition

On May 10, 2007, we issued a press release announcing certain financial information for the fiscal month and quarter ended May 5, 2007 and updated guidance for the first quarter and for fiscal year 2007.
 
A copy of our press release relating to the foregoing is attached hereto as Exhibit 99.1 and is incorporated in this Item 2.02 by reference.
 
The information contained under this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 8.01 Other Events
 
In our May 10, 2007 press release we announced that due to our previously announced restatement of financial results, we will postpone our annual stockholder meeting, originally scheduled for June 21, 2007. We will announce a new date for our annual stockholder meeting after we file our annual report on Form 10-K.

We are currently involved in a lawsuit filed in the California Superior Court by a former employee of the Company alleging violations of the California Labor Code and California Business and Professions Code. On May 3, 2007, the California Court of Appeal issued an order in this case directing the lower court to certify a class of former and current non-exempt managers in California. In addition, the California Supreme Court rendered a decision recently in another case, in which we are not involved as a defendant, that may have an impact on the statute of limitations for one of the claims in our case. We have denied any and all liability in this case and are assessing this recent decision.

Item 9.01 Financial Statements and Exhibits

 
(a)
Financial Statements of Business Acquired: Not applicable
 
 
  
 
(b)
Pro Forma Financial Information: Not applicable
 
 
  
 
(c)
Exhibits:
     
    99.1    Press Release dated May 10, 2007.

[SIGNATURE BLOCK FOLLOWS]

 
 
 

SIGNATURES

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.
 
 		  
 		  
 
  By:  
                /s/ Susan Riley                              
  Name:   Susan Riley
  Title:
Executive Vice President, Finance  
and Administration
   
   
Dated: May 10, 2007