SEC Comment Letter for Childrens Place, Inc. (PLCE) (CIK 0001041859) (PLCE) — Jul 16, 2009
Childrens Place, Inc. (PLCE) (CIK 0001041859)
Date: July 16, 2009 · CIK: 0001041859 · Accession: 0000000000-09-037619
AI Filing Summary & Sentiment
Reasoning
Referenced dates: June 9, 2009
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE July 15, 2009 Via Facsimile (212) 310-8007 and US Mail Michael J. Aiello, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Re: The Children’s Place Retail Stores, Inc. Definitive Additional Solicit ing Materials on Schedule 14A Filed July 13, 2009 File No. 1-23071
Dear Mr. Aiello:
We have reviewed your filing and have the following comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. 1. We direct you to statements made in soliciting materials filed by the dissident group in which they disclose Mr. Silverst ein’s intent to resign if the Dabah nominees are elected. In light of such statements, please provide support for your allegations throughout the filing that Mr. Dabah will have majority control of the Board and de facto control of the company. Alternatively, in future filings, please refrain from making unsupported allegations or assertions regarding Mr. Dabah’s “control” of the Board and compa ny if his nominees are elected. 2. We note the continued assertion that th e election of the Dabah nominees will result in the control of the Board by Mr. Dabah. We remind you of prior comment 4 of our letter dated June 9, 2009 and the revisions you made in response to such comment in the definitive proxy. Please ensure that your soliciting materials consistently ackn owledge that all nominees are bound by fiduciary duties to the shareholders in the exercise of their duties, irrespective of which party designated such nominees.
Mr. Michael J. Aiello Weil, Gotshal & Manges LLP July 15, 2009 Page 2 3. Please ensure that all soliciting mate rials acknowledge that there can be no assurance that the nominees, if elected, will be capable of producing improvements in shareholder value.
4. Avoid statements that directly or indi rectly impugn character, integrity or personal reputation or make charges of ille gal or immoral conduct without factual foundation. Refer to Rule 14a-9. In futu re filings, please refrain from assertions that Mr. Dabah is “misleading” shareholde rs or “not telling the full story.” We similarly note reference to your asserti on that Mr. Dabah is relentless in his attempts to “destabilize the company…” 5. In light of the conflicting significance attributed by both parties to a 2002 photograph of Mr. Dabah and Mr. Benar oya, with a view towards revised disclosure, please provide further suppor t for your implied assertion that Mr. Dabah and Mr. Benaroya had a relationship prior to the current proxy contest. Alternatively, please file corrective disclosure that discloses, if true, that you have no basis for assertions regarding the pr ior relationship of Mr. Dabah and Mr. Benaroya.
Please respond to the above comments pr omptly and comply with our comments when disseminating information in the future . If you believe that compliance with our comments is not appropriate, pl ease provide the basis for yo ur view in your response letter filed via EDGAR and tagged as “CORRE SP”. You should be aware, however, that we may have additional comments base d on your supplemental response.
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filings to be certain th at the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the participants acknowledging that: • the participants are responsible for the ad equacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and • the participants may not assert staff co mments as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the
Mr. Michael J. Aiello Weil, Gotshal & Manges LLP July 15, 2009 Page 3 United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in respons e to our comments on your filings. Please direct any questions to me at (202) 551-3757 or, in my absence, to Nicholas Panos, Senior Speci al Counsel, at (202) 551-3266. You may also contact me via facsimile at (202) 772-9203. Please send all correspondence to us at the following ZIP code: 20549-3628. S i n c e r e l y , M e l l i s s a C a m p b e l l D u r u S p e c i a l C o u n s e l Office of Mergers and Acquisitions
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
July 15, 2009
Via Facsimile (212) 310-8007 and US Mail
Michael J. Aiello, Esq.
Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153
Re: The Children’s Place Retail Stores, Inc. Definitive Additional Solicit ing Materials on Schedule 14A
Filed July 13, 2009
File No. 1-23071
Dear Mr. Aiello:
We have reviewed your filing and have the following comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
1. We direct you to statements made in soliciting materials filed by the dissident
group in which they disclose Mr. Silverst ein’s intent to resign if the Dabah
nominees are elected. In light of such statements, please provide support for your
allegations throughout the filing that Mr. Dabah will have majority control of the Board and de facto control of the company. Alternatively, in future filings, please
refrain from making unsupported allegations or assertions regarding Mr. Dabah’s
“control” of the Board and compa ny if his nominees are elected.
2. We note the continued assertion that th e election of the Dabah nominees will
result in the control of the Board by Mr. Dabah. We remind you of prior
comment 4 of our letter dated June 9, 2009 and the revisions you made in
response to such comment in the definitive proxy. Please ensure that your soliciting materials consistently ackn owledge that all nominees are bound by
fiduciary duties to the shareholders in the exercise of their duties, irrespective of
which party designated such nominees.
Mr. Michael J. Aiello
Weil, Gotshal & Manges LLP July 15, 2009
Page 2 3. Please ensure that all soliciting mate rials acknowledge that there can be no
assurance that the nominees, if elected, will be capable of producing improvements in shareholder value.
4. Avoid statements that directly or indi rectly impugn character, integrity or
personal reputation or make charges of ille gal or immoral conduct without factual
foundation. Refer to Rule 14a-9. In futu re filings, please refrain from assertions
that Mr. Dabah is “misleading” shareholde rs or “not telling the full story.” We
similarly note reference to your asserti on that Mr. Dabah is relentless in his
attempts to “destabilize the company…”
5. In light of the conflicting significance attributed by both parties to a 2002
photograph of Mr. Dabah and Mr. Benar oya, with a view towards revised
disclosure, please provide further suppor t for your implied assertion that Mr.
Dabah and Mr. Benaroya had a relationship prior to the current proxy contest. Alternatively, please file corrective disclosure that discloses, if true, that you have
no basis for assertions regarding the pr ior relationship of Mr. Dabah and Mr.
Benaroya.
Please respond to the above comments pr omptly and comply with our comments
when disseminating information in the future . If you believe that compliance with our
comments is not appropriate, pl ease provide the basis for yo ur view in your response
letter filed via EDGAR and tagged as “CORRE SP”. You should be aware, however, that
we may have additional comments base d on your supplemental response.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filings to be certain th at the filing includes all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the participants acknowledging that:
• the participants are responsible for the ad equacy and accuracy of the disclosure in
the filings;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the participants may not assert staff co mments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
Mr. Michael J. Aiello
Weil, Gotshal & Manges LLP July 15, 2009 Page 3
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Division of Corporation Finance in our
review of your filings or in respons e to our comments on your filings.
Please direct any questions to me at (202) 551-3757 or, in my absence, to
Nicholas Panos, Senior Speci al Counsel, at (202) 551-3266. You may also contact me
via facsimile at (202) 772-9203. Please send all correspondence to us at the following ZIP code: 20549-3628. S i n c e r e l y , M e l l i s s a C a m p b e l l D u r u S p e c i a l C o u n s e l Office of Mergers and Acquisitions