Current Report Filing (8-k)
March 09 2022 - 7:02AM
Edgar (US Regulatory)
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0001041859
2022-03-09
2022-03-09
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iso4217:USD
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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):
March 9, 2022
THE CHILDREN’S PLACE, INC. |
(Exact Name of Registrant as Specified in Charter) |
|
Delaware |
(State or Other Jurisdiction of Incorporation) |
0-23071 |
31-1241495 |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
500 Plaza Drive, 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
(see General Instruction A.2. below):
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
Trading
Symbol(s) |
Name of each exchange on
which registered |
Common Stock, $0.10 par value |
PLCE |
NASDAQ Global Select Market |
| Item 2.02 | Results of Operations and Financial Condition. |
On March 9, 2022, the Company
issued a press release containing the Company’s financial results for the fourth quarter of the fiscal year ending January 29, 2022
(“Fiscal 2021”) and for Fiscal 2021. 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 fourth quarter of Fiscal 2021 and for Fiscal 2021. 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.
| Item 9.01 | Financial Statement and Exhibits. |
(d) Exhibits
Forward Looking Statements
This Current Report on
Form 8-K, including Exhibit 99.1, 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
January 30, 2021. 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 remote and hybrid learning models, 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, or foreign sources of supply in less developed countries or
more politically unstable countries, or countries where vendors fail to comply with industry standards or ethical business practices,
including the use of forced, indentured or child labor, 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: March
9, 2022 | | |
| | |
| THE CHILDREN’S
PLACE, INC. |
| | |
| By: | /s/ Jane Elfers |
| Name: | Jane Elfers |
| Title: | President and Chief Executive
Officer |
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