Current Report Filing (8-k)
August 25 2020 - 7:06AM
Edgar (US Regulatory)
0001041859
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0001041859
2020-08-25
2020-08-25
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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):
August 25, 2020
THE CHILDREN’S PLACE, INC.
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation)
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0-23071
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31-1241495
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(Commission File Number)
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(IRS Employer Identification No.)
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500 Plaza Drive, Secaucus, New Jersey
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07094
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(Address of Principal Executive Offices)
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(Zip Code)
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(201) 558-2400
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(Registrant’s Telephone Number, Including Area Code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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
(see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12-b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Common Stock, $0.10 par value
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PLCE
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NASDAQ Global Select Market
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Item 2.02
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Results of Operations and Financial Condition.
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On August 25, 2020,
the Company issued a press release containing the Company's financial results for the second quarter of the fiscal year ending
January 30, 2021 (“Fiscal 2020”). A copy of the press release is being furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The information in
this Current Report is being furnished pursuant to Item 2.02 of Form 8-K, insofar as it discloses historical information regarding
the Company’s results of operations and financial condition as of and for the second quarter of Fiscal 2020. In accordance
with General Instruction B.2 of Form 8-K, such information in this Current Report on Form 8-K, including Exhibit 99.1, shall not
be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of that section, nor shall it be deemed 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.
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Item 9.01
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Financial Statement and Exhibits.
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Exhibit 104
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Cover Page Interactive Data File – the cover
page XBRL tags are embedded within the Inline XBRL document.
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Forward Looking Statements
This Current Report
on Form 8-K, contains or may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, including but not limited to statements relating to the Company’s strategic initiatives and
adjusted net income per diluted share. Forward-looking statements typically are identified by use of terms such as “may,”
“will,” “should,” “plan,” “project,” “expect,” “anticipate,”
“estimate” and similar words, although some forward-looking statements are expressed differently. These forward-looking
statements are based upon the Company's current expectations and assumptions and are subject to various risks and uncertainties
that could cause actual results and performance to differ materially. Some of these risks and uncertainties are described in the
Company's filings with the Securities and Exchange Commission, including in the “Risk Factors” section of its annual
report on Form 10-K for the fiscal year ended February 1, 2020 and supplemented by the “Risk Factors” section of its
quarterly report on Form 10-Q for the fiscal quarter ended May 2, 2020. Included among the risks and uncertainties that could cause
actual results and performance to differ materially are the risk that the Company will be unsuccessful in gauging fashion trends
and changing consumer preferences, the risks resulting from the highly competitive nature of the Company’s business and its
dependence on consumer spending patterns, which may be affected by changes in economic conditions, the risks related to the COVID-19
pandemic, including the impact of the COVID-19 pandemic on our business or the economy in general (including decreased customer
traffic, schools adopting a remote learning model, closures of businesses and other activities causing decreased demand for our
products and negative impacts on our customers’ spending patterns due to decreased income or actual or perceived wealth,
and the impact of the CARES Act and other legislation related to the COVID-19 pandemic, and any changes to the CARES Act or such
other legislation), the risk that the Company’s strategic initiatives to increase sales and margin are delayed or do not
result in anticipated improvements, the risk of delays, interruptions and disruptions in the Company’s global supply chain,
including resulting from COVID-19 or other disease outbreaks, foreign sources of supply in less developed countries or more politically
unstable countries, the risk that the cost of raw materials or energy prices will increase beyond current expectations or that
the Company is unable to offset cost increases through value engineering or price increases, various types of litigation, including
class action litigations brought under consumer protection, employment, and privacy and information security laws and regulations,
the imposition of regulations affecting the importation of foreign-produced merchandise, including duties and tariffs, and the
uncertainty of weather patterns. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date they were made. The Company undertakes no obligation to release publicly any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated
events.
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.
Date: August 25, 2020
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THE CHILDREN’S PLACE, INC.
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By:
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/s/ Jane Elfers
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Name:
Title:
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Jane Elfers
President and Chief
Executive Officer
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