UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): September 24,
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 of Incorporation)
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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, 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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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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 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On
November 20, 2007, in connection with his election as Interim CEO, the Company
entered into an employment agreement term sheet (the “Term Sheet”) with Mr.
Crovitz outlining the compensatory arrangements that he shall receive for
serving as Interim CEO.
The
Term
Sheet provides that Mr. Crovitz will serve as our Interim CEO commencing as
of
October 1, 2007 until the earlier of (i) the end of fiscal 2008 or (ii) the
selection and commencement of service of a permanent CEO. Pursuant to the Term
Sheet, Mr. Crovitz shall receive an annual salary of $1 million, payable in
accordance with the Company’s normal payroll practices. However, in all events,
salary payments will be made for a minimum of six months (through March 2008),
even if Mr. Crovitz’s employment period ends earlier. If Mr. Crovitz’s
employment ends before the end of fiscal 2008 because a permanent CEO commences
service, the Company shall retain him as a consultant for the two months
following the termination of employment to provide assistance as requested
in
transitioning the chief executive responsibilities. Mr. Crovitz shall receive
a
consulting fee for each of these months equal to his pro rated monthly salary
of
$83,333. If Mr. Crovitz’s employment continues into fiscal 2008, he will be
entitled to participate in the Company’s annual management incentive bonus
program in which other senior executives participate for fiscal 2008. His target
bonus will be $1 million and his bonus will be based on the same performance
criteria and other terms applicable to other senior executives including payment
of any bonus earned at the beginning of fiscal 2009 but without a requirement
for continued employment at the time of payment. If Mr. Crovitz’s employment
terminates before the end of fiscal 2008, he shall be entitled to a pro rated
portion of any bonus otherwise earned.
As
soon
as practicable after the Company is legally able to resume making equity awards,
and whether or not Mr.
Crovitz’s employment
has then terminated,
Mr.
Crovitz is entitled to receive a restricted stock grant of the number of shares
then having a fair market value of $1 million. The shares shall vest ratably
on
a monthly basis over the 36 month period starting in October 2007 as long as
employment continues or, after termination of employment (unless by reason
of
dismissal for cause or resignation without good reason), service as a director.
If Mr. Crovitz’s service as a director is terminated as result of Mr. Crovitz
not being re-nominated for election as a director or, if re-nominated, he is
not
re-elected to serve as a director, any shares then remaining unvested will
vest.
In addition, the entire award shall vest upon a change in control of the
Company. Notwithstanding this vesting schedule, Mr. Crovitz is not allowed
to
sell any of the shares until the beginning of fiscal 2010, except that if all
such restricted stock grant has become fully vested for any reason or upon
the
one year anniversary of Mr. Crovitz’s termination of employment for any reason,
all of the then vested shares will become immediately saleable.
Mr.
Corvitz will be entitled to participate in all executive benefit plans, and
will
be provided substantially the same benefits and perquisites, from time to time
maintained by the Company for senior executives, except that additional
incentive awards will not be provided and, in lieu of the Company providing
a
car to Mr. Crovitz, the Company will provide him with (or reimburse him for)
a
car service to/from Manhattan to the Company’s offices on an as-needed and
reasonable basis.
In
connection with his appointment as Interim CEO, Mr. Crovitz will be required
to
temporarily relocate to the New York metropolitan area. Accordingly, Mr.
Corvitz’s employment agreement also provides that he is entitled to a $15,500 a
month housing allowance for rental of an apartment in Manhattan. In addition,
the Company is responsible for commissions, security deposit and any lease
termination costs on such apartment. Mr. Crovitz shall also receive a furniture
rental allowance of, up to $2,000 per month. Mr. Crovitz shall also receive
round trip airfare (business class) to his permanent residence in Martha’s
Vineyard twice per month during fiscal 2007 and once per month during fiscal
2008. The Company will also make “gross up” payments to Mr. Crovitz sufficient
to cover the income taxes he will incur as a result of the Company bearing
these
costs and his receiving such payments.
In
addition, the Company has agreed to indemnify Mr. Crovitz and provide him with
directors and officers liability insurance to the same extent provided for
other
senior executives. Upon
termination of his employment, Mr. Crovitz shall provide the Company a release
of all claims against the Company in the form customarily provided to the
Company by departing executives. Following termination of his employment, Mr.
Crovitz will be subject to substantially the same (i) confidentiality and (ii)
non-competition and non-solicitation restrictions as apply under the Company’s
form of agreement used in connection with its 2005-2007 performance share plan,
for a term not in excess of one year in the case of the obligations under clause
(ii).
It
is
expected that the Company and Mr. Crovitz will promptly enter into definitive
employment and equity award agreements reflecting terms consistent with the
Term
Sheet, at which time such agreements shall supersede the Term
Sheet.
[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 |
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| Dated:
November 21, 2007 |
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