UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
The Children's Place Retail Stores, Inc.
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(Name of Issuer)
Common Stock, $0.10 par value
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(Title of Class of Securities)
168905107
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(CUSIP Number)
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-5555
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 3, 2009
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The Information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO.: 168905107
1 NAMES OF REPORTING PERSONS
Ezra Dabah
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 679,818
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,789,720
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
679,818
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10 SHARED DISPOSITIVE POWER
1,789,720
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,469,538
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO.: 168905107
1 NAMES OF REPORTING PERSONS
Renee Dabah
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,469,538
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
2,469,538
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,469,538
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
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14 TYPE OF REPORTING PERSON
IN
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This Amendment No. 9 amends and supplements the statement on Schedule 13D
(the "Schedule 13D") originally filed with the Securities and Exchange
Commission on October 15, 2007, as amended by Amendment No. 1 filed on February
7, 2008, Amendment No. 2 filed on February 21, 2008, Amendment No. 3 filed on
May 15, 2008, Amendment No. 4 filed on April 24, 2009, Amendment No. 5 filed on
May 6, 2009, Amendment No. 6 filed on May 15, 2009, Amendment No. 7 on June 5,
2009 and Amendment No. 8 on July 30, 2009 by Ezra Dabah and Renee Dabah (the
"Reporting Persons") with respect to the shares of Common Stock, $0.10 par value
per share (the "Common Stock"), of The Children's Place Retail Stores, Inc., a
Delaware corporation (the "Company"). Unless otherwise indicated, each
capitalized term used but not defined herein shall have the meaning assigned to
such term in the Schedule 13D. From and after the date hereof, all references in
the Schedule 13D to the Schedule 13D or terms of similar import shall be deemed
to refer to the Schedule 13D as amended and supplemented hereby.
The Reporting Persons have entered into a Fourth Amended and Restated
Joint Filing Agreement, dated as of July 29, 2009, a copy of which is filed as
Exhibit L to Amendment No. 8 to the Schedule 13D filed on July 30, 2009, and
which is incorporated herein by reference. Neither the fact of this filing nor
anything contained herein shall be deemed an admission by the Reporting Persons
that they constitute a "group" as such term is used in Section 13(d)(1)(k) of
the rules and regulations under the Securities Exchange Act of 1934, as amended.
Items 4 and 5 are hereby amended and supplemented as follows:
Item 4. Purpose of Transaction.
On August 3, 2009, pursuant to the securities purchase agreement by and
between the Company, on the one hand, and the Reporting Persons and certain
affiliated trusts, on the other hand (the "Securities Purchase Agreement"), the
Reporting Persons and certain affiliated trusts sold 2,451,315 shares of Common
Stock to the Company at a price of $28.88 per share. Also, on August 3, 2009,
Mr. Dabah resigned from his position as a director of the Company.
The Reporting Persons also have the option pursuant to the Securities
Purchase Agreement to have 2,452,258 shares of Common Stock held by the
Reporting Persons and certain affiliated trusts registered by the Company
pursuant to the Securities Act of 1933 for sale pursuant to an underwritten
public offering. The Securities Purchase Agreement also contains customary
standstill provisions and provides for indemnification and the release of claims
by the parties. The foregoing description of the Securities Purchase Agreement
is qualified in its entirety by the full text of the Securities Purchase
Agreement, a copy of which is filed as Exhibit M to Amendment No. 8 to the
Schedule 13D filed on July 30, 2009, and which is incorporated herein by
reference.
The Reporting Persons are reviewing all of their alternatives with respect
to their investment in the Company. The Reporting Persons may sell some or all
of their stock in the Company on the open market, in private transactions or
otherwise, and may also enter into hedging or other similar transactions with
broker-dealers or other financial institutions. The Reporting Persons may also
transfer shares to or from a Reporting Person to another Reporting Person. The
Reporting Persons intend to review their investment in the Company on a
continuing basis. Depending on various factors including, without limitation,
the Company's financial position, results and strategic direction, price levels
of the common stock, conditions in
the securities and credit markets and general economic and industry conditions,
the Reporting Persons may, in addition to the foregoing and subject to the terms
of the Securities Purchase Agreement, take such actions with respect to their
investment in the Company as they deem appropriate.
Subject to the terms of the Securities Purchase Aggreement, the Reporting
Persons reserve the right to change their plans or intentions and to take any
and all actions that they may deem appropriate to maximize the value of their
investment in the Company in light of market conditions, subsequent developments
affecting the Company and the general business and future prospects of the
Company.
Except as set forth above, the Reporting Persons do not have any current
intention, plan or proposal with respect to the matters referred to in
paragraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
Based upon the Company's Definitive Proxy Statement on Schedule 14A, filed
with the Securities and Exchange Commission on June 16, 2009, there were
29,605,114 shares of Common Stock outstanding as of June 9, 2009. Ezra Dabah is
the beneficial owner of 2,469,538 shares of Common Stock of the Company,
representing 8.3% of the total number of shares outstanding as of June 9, 2009.
Mr. Dabah (i) has the sole power to vote or to direct the vote and to dispose or
direct the disposition of 679,818 of such shares (which includes 187,000 shares
that are issuable upon the exercise of outstanding vested options and 3,143
deferred shares scheduled to vest within 60 days of June 9, 2009), (ii) has
shared power to vote or to direct the vote and to dispose or direct the
disposition of 1,413,720 of such shares held by Mr. Dabah and others, as
custodians or trustees for Mr. Dabah's children and certain other family members
and (iii) has shared power to vote or to direct the vote and to dispose or
direct the disposition of 376,000 of such shares held by Mr. Dabah and his wife
as joint tenants with right of survivorship.
Renee Dabah, wife of Ezra Dabah, is the beneficial owner of 2,469,538
shares of Common Stock of the Company, representing 8.3% of the total number of
shares outstanding as of June 9, 2009. Mrs. Dabah (i) does not have the sole
power to vote or to direct the vote or to dispose or direct the disposition of
any of such shares, (ii) has shared power to vote or to direct the vote and to
dispose or direct the disposition of 1,413,720 of such shares held by Mrs. Dabah
and others, as custodians or trustees for Mrs. Dabah's children and certain
other family members, (iii) has shared power to vote or to direct the vote and
to dispose or direct the disposition of 376,000 of such shares held by Mrs.
Dabah and her husband as joint tenants with right of survivorship and (iv) may
be deemed to have shared power to vote or to direct the vote and to dispose or
direct the disposition of 679,818 of such shares (which includes 187,000 shares
that are issuable to Mrs. Dabah's husband upon the exercise of vested stock
options and 3,143 deferred shares scheduled to vest within 60 days of June 9,
2009) owned by Mrs. Dabah's husband.
(c) None.
(d) N/A.
(e) N/A.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
EZRA DABAH
By: /s/ Ezra Dabah
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Name: Ezra Dabah
RENEE DABAH
By: /s/ Renee Dabah
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Name: Renee Dabah
Dated: August 4, 2009