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): June14, 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
|
(IRS
Employer
|
|
of
Incorporation)
|
Number)
|
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:
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
June
14, 2007, we received a NASDAQ Staff Determination letter from the NASDAQ Stock
Market. The letter states that because the Company has not filed with the
Securities and Exchange Commission its most recent Quarterly Report on Form
10-Q, which is for the quarter ended May 5, 2007, NASDAQ, pursuant to
Marketplace Rule 4310(c)(14), has an additional basis for delisting the
Company's securities from The NASDAQ Stock Market.
The
Company anticipated receipt of this notice since, as previously announced,
it
received previous determination letters indicating that the Company was not
in
compliance with the filing requirements for continued listing due to the
Company's inability to file its Quarterly Reports on Form 10-Q for the second
quarter ended July 29, 2006 and the third quarter ended October 28, 2006 and its Annual Report on Form 10-K for the fiscal year ended February 3,
2007. Currently,
Nasdaq’s
Listing and Hearing Review Council is reviewing the Company’s continued listing
because of the Company’s failure to file such reports. The Company has made a
submission to the Council in support of its continued listing while it prepares
and submits the missing reports, including, as previously announced, a
restatement of its financial statements, which the Company expect to complete
as
soon as practicable. In accordance with Marketplace Rule 4804(c), the Company
may make an additional submission in regard to this additional deficiency for
consideration as part of the pending review. There
is
no assurance that the Council will grant the Company's request for continued
listing.
On
June
20, 2007 we issued a press release announcing receipt of the NASDAQ Staff
Determination letter.
[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.
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THE
CHILDREN’S
PLACE RETAIL STORES, INC. |
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By: |
/s/
Susan Riley |
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Name:
Susan Riley |
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Title: Executive
Vice President, Finance
and Administration |
Dated:
June 20, 2007