Form 8-K Destination Maternity For: Sep 07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 7, 2017

 

 

DESTINATION MATERNITY CORPORATION

(Exact name of Registrant as specified in Charter)

 

 

 

Delaware		0-21196		13-3045573
(State or Other Jurisdiction of Incorporation or Organization)		Commission File number		(I.R.S. Employer Identification Number)

232 Strawbridge Drive

Moorestown, NJ 08057

(Address of Principal Executive Offices)

(856) 291-9700

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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 (§240.12b-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 provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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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.

Destination Maternity Corporation’s (the “Company”) Board of Directors announced that Allen Weinstein, a member of the Board since 2010, has been named interim Chief Executive Officer replacing Anthony M. Romano. Mr. Romano also stepped down as a member of the Company’s Board effective immediately.

In connection with Mr. Romano’s departure, and in accordance with his Employment Agreement with the Company dated August 10, 2014 (the “Romano Employment Agreement”), the Company has entered into a Separation and Release Agreement with Mr. Romano, pursuant to which Mr. Romano has granted a general release in favor of the Company as a condition of receiving the payments and other benefits specified in his Employment Agreement. The Separation and Release Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

In respect of Mr. Weinstein’s service as interim Chief Executive Officer, he and the Company entered into a letter agreement concerning compensation. The letter agreement was approved by the Board and the Compensation Committee (the “Committee”) of the Board. Pursuant to the letter agreement, the Company agreed to pay to Mr. Weinstein the compensation set forth in paragraphs (a) through (c), inclusive, below. As interim Chief Executive Officer, Mr. Weinstein will not be eligible to participate in the Company’s Management Incentive Program or in any severance arrangement, or receive any other incentive or executive perquisite not described in his letter agreement.

Mr. Weinstein’s compensation for his service as interim President and Chief Executive Officer under the Agreement is as follows:

(a) base salary payable at an annual rate of $620,000;

(b) a $50,000 bonus on March 17, 2018, if Mr. Weinstein remains employed by the Company on that date; provided that if his employment is terminated by the Company prior to such date Mr. Weinstein would receive the bonus on the date of such termination;

(c) reimbursement for all reasonable and necessary business expenses incurred for the benefit of the Company during his period of interim service, including reimbursement of reasonable transportation and temporary living expenses incurred by Mr. Weinstein as a result of his commuting and/or temporary relocation during his period of interim service.

Mr. Weinstein’s letter agreement is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

In connection with the management changes described above, the Board agreed to increase the base salary of Ronald J. Masciantonio, the Company’s Chief Administrative Officer, from $390,000 to $425,000, effective from September 7, 2017.

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Item 7.01

Regulation FD Information.

On September 7, 2017, the Company issued a press release relating to the management changes described in this Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.		Description
10.1		Separation and Release Agreement dated September 7, 2017, between the Company and Anthony M. Romano.
10.2		Letter Agreement dated September 7, 2017, between the Company and Allen Weinstein.
99.1		Press Release dated September 7, 2017.

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SIGNATURE

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 duly authorized.

 

Date: September 8, 2017				DESTINATION MATERNITY CORPORATION
				By:		/s/ David Stern
						David Stern
						Executive Vice President & Chief Financial Officer

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Separation and Release Agreement dated September 7, 2017, between the Company and Anthony M. Romano.
10.2		Letter Agreement dated September 7, 2017, between the Company and Allen Weinstein.
99.1		Press Release dated September 7, 2017.

Exhibit 10.1

EXECUTION VERSION

SEPARATION AND RELEASE AGREEMENT

THIS SEPARATION AND RELEASE AGREEMENT (this “Release”) is made by and between ANTHONY M. ROMANO (“Employee”) and DESTINATION MATERNITY CORPORATION (the “Company”).

WHEREAS, Employee’s employment by the Company has terminated effective at the close of business on September 7, 2017 (the “Effective Time”); and

WHEREAS, in recognition of Employee’s service to the Company and to obtain a release from Employee, the Company, subject to Employee’s execution and non-revocation of this Release, has agreed to pay Employee certain amounts and to provide him with certain rights and benefits as if Employee were terminated by the Company without Cause (as such term is defined in the Employment Agreement by and between the Company and Employee dated August 10, 2014 (the “Agreement”)); and which are set forth under Section 4.A of the Agreement.

NOW THEREFORE, in consideration of these premises and the mutual promises contained herein, and intending to be legally bound hereby, the parties agree as follows:

1.    Resignation and Consideration.

1.1.    Employee hereby resigns as an officer and director of the Company and each of its subsidiaries and affiliates, effective as of the Effective Time.

1.2.    Employee acknowledges that: (i) the payments, rights and benefits set forth in Section 4.A of the Agreement constitute full settlement of all his rights under the Agreement, (ii) he has no entitlement under any other severance or similar arrangement maintained by the Company, and (iii) except as otherwise provided specifically in this Release, the Company does not and will not have any other liability or obligation to Employee. Employee further acknowledges that, in the absence of his execution of this Release, the benefits and payments specified in Section 1.2(i) above would not be provided to him.

2.    Employee’s Release.

2.1.    Employee hereby fully and forever releases and discharges the Company, its parent and subsidiary corporations and each of their predecessors, successors, assigns, stockholders, affiliates, officers, directors, trustees, employees, agents and attorneys, past and present (the Company and each such person or entity is referred to as a “Released Person”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release out of Employee’s employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law.

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2.2.    Employee expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against a Released Person and that he has not assigned any claim against a Released Person. Employee further promises not to initiate a lawsuit or to bring any other claim against the other arising out of or in any way related to Employee’s employment by the Company or the termination of that employment. This Release will not prevent Employee from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by Employee for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred.

2.3.    The foregoing will not be deemed to release the Company from (a) claims solely to enforce Section 1.2(i) of the Release (including claims under Section 4.A of the Agreement), (b) claims for benefits (not including severance benefits) under the Company’s employee welfare benefit plans and employee pension benefit plans, subject to the terms and conditions of those plans, or (c) claims for indemnification under the Company’s By-Laws or policies of insurance.

3.    Company Release.

3.1.    The Company hereby fully and forever releases and discharges Employee and his executors, administrators and heirs from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release out of Employee’s service to the Company or the termination thereof.

3.2.    The Company expressly represents that it has not filed a lawsuit or initiated any other administrative proceeding against Employee and that it has not assigned any claim against Employee. The Company further promises not to initiate a lawsuit or to bring any other claim against Employee arising out of or in any way related to Employee’s service to the Company or the termination thereof.

3.3.    The foregoing will not be deemed to release Employee from claims (a) to enforce Section 5 or Section 7 of the Agreement, (b) claims arising from acts or omissions by Employee that would constitute a crime, or (c) claims that are not known to any member of the Company’s Board of Directors (provided that a claim will be deemed known if the basis for each material element of the claim could have been ascertained by the Board of Directors prior to the date hereof upon reasonable inquiry).

4.    Restrictive Covenants. Employee acknowledges that restrictive covenants contained in Section 5 and Section 7 of the Agreement will survive the termination of his employment. Employee affirms that those restrictive covenants are reasonable and necessary to protect the legitimate interests of the Company, that he received adequate consideration in exchange for agreeing to those restrictions and that he will abide by those restrictions.

 

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5.    Non-Disparagement. Employee will not disparage any Released Person or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of any Released Person. Similarly, the Company (meaning, solely for this purpose, the executive officers and directors of the Company and other persons authorized to make official communications on behalf of the Company) will not disparage Employee or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of Employee. Notwithstanding the foregoing, in no event will any legally required disclosure or action be deemed to violate this Section, regardless of the content of such disclosure or the nature of such action.

6.    Disclosures. Employee and the Company agree that nothing in this Agreement prevents or prohibits Employee from (i) making any disclosure of relevant and necessary information or documents in connection with any charge, action, investigation, or proceeding relating to this Agreement, or as required by law or legal process; (ii) participating, cooperating, or testifying in any charge, action, investigation, or proceeding with, or providing information to, any self-regulatory organization, governmental agency or legislative body, and/or pursuant to the Sarbanes-Oxley Act, or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. To the extent permitted by law, upon receipt of any subpoena, court order or other legal process compelling the disclosure of any such information or documents, Employee agrees to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible.

7.    Cooperation. Employee further agrees that, subject to reimbursement of his reasonable expenses, he will cooperate fully with the Company and its counsel with respect to any matter (including litigation, investigations, or governmental proceedings) in which Employee was in any way involved during his employment with the Company. Employee will render such cooperation in a timely manner on reasonable notice from the Company, provided that the Company will attempt to limit the need for Employee’s cooperation under this Section so as not to unduly interfere with his other personal and professional commitments.

8.    Notice. Any notice or communication required or permitted under this Agreement shall be made in writing and sent by certified or registered mail, return receipt requested, addressed as follows:

If to Employee: to the address in the Company’s personal file.

 

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If to Company:

Destination Maternity Corporation

232 Strawbridge Drive

Moorestown, New Jersey 08057

Attn: General Counsel

or to such other address as either party may from time to time duly specify by notice given to the other party in the manner specified above.

9.    Rescission Right. Employee expressly acknowledges and recites that (a) he has read and understands the terms of this Release in its entirety, (b) he has entered into this Release knowingly and voluntarily, without any duress or coercion; (c) he has been advised orally and is hereby advised in writing to consult with an attorney with respect to this Release before signing it; (d) he was provided 21 calendar days after receipt of the Release to consider its terms before signing it; and (e) he is provided 7 calendar days from the date of signing to terminate and revoke this Release, in which case this Release shall be unenforceable, null and void. Employee may revoke this Release during those 7 days by providing written notice of revocation to the Company at the address specified in Section 7 herein.

10.    Challenge. If Employee violates or challenges the enforceability of this Release, no further payments, rights or benefits under Section 4.A of the Agreement will be due to Employee.

11.    Miscellaneous.

11.1.    No Admission of Liability. This Release is not to be construed as an admission of any violation of any federal, state or local statute, ordinance or regulation or of any duty owed by the Company to Employee. There have been no such violations, and the Company specifically denies any such violations.

11.2.    Severability. Whenever possible, each provision of this Release will be interpreted in such manner as to be effective and valid under applicable law. However, if any provision of this Release is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision, and this Release will be reformed, construed and enforced as though the invalid, illegal or unenforceable provision had never been herein contained.

11.3.    Entire Agreement; Amendments. Except as otherwise provided herein, this Release contains the entire agreement and understanding of the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to the subject matter hereof. This Release may not be changed or modified, except by an agreement in writing signed by each of the parties hereto.

 

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11.4.    Governing Law. This Release shall be governed by, and enforced in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to the application of the principles of conflicts of laws.

11.5.    Counterparts and Facsimiles. This Release may be executed, including execution by facsimile signature, in multiple counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.

[Signature page follows.]

 

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IN WITNESS WHEREOF, the Company has caused this Release to be executed by its duly authorized officer, and Employee has executed this Release, in each case on the date indicated below, respectively.

 

 

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Exhibit 10.2

[Destination Maternity Corporation letterhead]

September 7, 2017

Allen Weinstein

VIA HAND DELIVERY

 

Re:	Employment Terms

Dear Allen:

On behalf of Destination Maternity Corporation (the “Company”), I am pleased to confirm the Company’s employment of you as the interim Chief Executive Officer of the Company. This letter agreement (“Agreement”) memorializes the terms and conditions agreed to and shall become effective September 7, 2017 (the “Effective Date”). The terms and conditions of your employment with the Company following the Effective Date shall be as follows:

 

POSITION:		Interim Chief Executive Officer of the Company.
REPORTING:		Board of Directors of the Company (the “Board”).
DUTIES:		During your employment by the Company, you shall use your best efforts to serve the Company faithfully and shall devote your full time, attention, skill and efforts to the performance of the duties required by or appropriate for an interim Chief Executive Officer of the Company. You agree to assume such duties and responsibilities as may be customarily incident to such position and as may be reasonably and lawfully assigned to you from time to time by the Board.
		Your employment will be on an at-will basis.
BASE SALARY:		Commencing with the Effective Date, you will be paid an annualized base salary of $620,000 (“Base Salary”), payable in accordance with the Company’s regular payroll practices in effect from time to time.
BONUS:		As interim Chief Executive Officer, you will not be eligible to participate in the Company’s Management Incentive Program or in any severance arrangement (other than as specifically described below), or receive any other incentive or executive perquisite not described in the Agreement, unless the Board (or a committee thereof), in its sole discretion, decides otherwise. Notwithstanding the foregoing, if you are still employed by the Company on March 17, 2018, or your employment has been sooner terminated by the Company, you shall receive a lump sum bonus payment of $50,000 (the “Bonus”) as soon as administratively feasible following March 17, 2018 or such earlier termination date.
EXPENSES:		The Company shall reimburse you for all reasonable and necessary business expenses incurred for the benefit of the Company during your period of interim service, including reimbursement of reasonable transportation and temporary living expenses incurred by you as a result of your commuting and/or temporary relocation during your period of interim service.

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BENEFITS:		During employment, you will be eligible to participate in all medical and health plans or other employee welfare benefit plans that the Company provides to other senior executive officers, subject to the terms of those plans.
TERMINATION:		As stated above, you will be an “at-will” employee who can resign or terminate your employment with the Company at any time. Likewise, the Company may terminate your employment at any time and for any reason whatsoever, with or without cause any or advance notice.
SECTION 409A COMPLIANCE:		Notwithstanding the other provisions hereof, this Agreement is intended to comply with or be exempt from the requirements of Section 409A, to the extent applicable, and this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with or be exempt from Section 409A, if necessary, any such provision shall be deemed amended to comply with Section 409A and regulations thereunder.
		Notwithstanding anything to the contrary contained in this Agreement, all reimbursements and in-kind benefits provided hereunder shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during your lifetime, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year may not affect the expenses eligible for reimbursement, or in- kind benefits to be provided, in any other taxable year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
MISCELLANEOUS:		The Company will be entitled to withhold from any amounts to be paid or benefits provided to you hereunder any federal, state, local or foreign withholding, FICA contributions, or other taxes, charges or deductions which it is from time to time required to withhold. The Company will be entitled to rely on the advice of counsel if any question as to the amount or requirement of any such withholding shall arise.
		As a Company employee, you will be expected to abide by all Company rules and regulations.
		Any notice, request, instruction or other document given under this Agreement shall be in writing and shall be addressed and delivered, in the case of the Company, to the Board at the principal office of the Company and, in your case, to your address as shown in the records of the Company or to such other address as may be designated in writing by either party.

 

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		This Agreement shall be exclusively governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law doctrine.
		The provisions of this Agreement are severable and the invalidity of any one or more provisions shall not affect the validity of any other provision.
		A waiver by either party of any breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the other party.
		This Agreement forms the complete statement of your employment terms with the Company, and supersedes any other agreements made to you by anyone, whether oral or written. This Agreement may not be amended or revised except by a writing signed by the parties.
		This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

[Signature Page Follows]

 

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If you are in agreement with the foregoing, please execute this Agreement at the signature line below and return an executed copy to my attention.

 

 

Accepted and agreed to by:

/s/ Allen Weinstein

Allen Weinstein

Date:     September 7, 2017

 

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Exhibit 99.1

Destination Maternity Announces CEO Transition Plan

- Independent Director B. Allen Weinstein to serve as Interim CEO –

- Board initiates search for new CEO -

Moorestown, N.J., September 7, 2017 - Destination Maternity (NASDAQ: DEST) announced today the appointment of Allen Weinstein, an independent director of the Company, as Interim Chief Executive Officer, effective at close of business September 7, 2017. The Board and Anthony M. Romano mutually agreed that Mr. Romano will step down from his role as President, Chief Executive Officer and Board Member, effective at close of business September 7, 2017. The Board will immediately launch a search to identify a qualified candidate to serve as the Company’s permanent CEO.

Additionally, Barry Erdos, an independent director, has been elected to succeed Arnaud Ajdler as non-executive Board Chair, effective immediately.

“Despite the investment of significant time, effort and resources into the proposed merger with Orchestra-Prémaman, it was ultimately not completed,” said Mr. Romano. “Consequently, my fellow Board Members and I have reached a mutual decision that now would be a good time to make a change to allow for a fresh look at Destination Maternity. As such, at close of business on September 7^th, I will leave the Company.”

Commenting on behalf of the Board, Mr. Erdos said, “This is a decision that both Tony and the Board felt was in the best interest of Destination Maternity. We thank Tony for his leadership through a difficult and transformative period in an extremely challenging retail environment.”

Interim CEO Allen Weinstein has served as a director of the Destination Maternity Board since January 2010. Mr. Weinstein is currently Executive Chairman and a director of Villa, a privately owned footwear and apparel retailer. From August 2009 to August 2012, Mr. Weinstein served as the Chief Executive Officer and a director of Body Central Corporation. Prior to joining Body Central, Mr. Weinstein was the Executive Vice President-Chief Merchandising Officer of The Cato Corporation from 2005 to 2009, having previously served as Executive Vice President, Chief Merchandising Officer of the Cato Division since 1997. From 1995 to 1997, Mr. Weinstein was Senior Vice President-Merchandising of Catherines Stores Corporation. From 1981 to 1995, he served as Senior Vice President of Merchandising of Beall’s, Inc.

Non-executive Chairman Barry Erdos has served as a director of the Destination Maternity Board since January 2010. He is currently a consultant in the retail industry, after having served as Chief Executive Officer of F.A.O. Schwarz, Inc. from March 2009 until its acquisition by Toys “R” Us in May 2009, and prior to that having served as President, Chief Operating Officer and a director of Bluefly, Inc. Prior to joining Bluefly, Inc., Mr. Erdos held senior management positions with prominent retailers, including President and Chief Operating Officer of Build A Bear Workshop and Chief Operating Officer of Ann Taylor, Inc.

Separately, Destination Maternity today announced its results for the second quarter fiscal 2017.

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About Destination Maternity

Destination Maternity Corporation is the world’s largest designer and retailer of maternity apparel. As of July 29, 2017 Destination Maternity operates 1,150 retail locations in the United States, Canada and Puerto Rico, including 507 stores, predominantly under the trade names Motherhood Maternity^®, A Pea in the Pod^® and Destination Maternity^®, and 643 leased department locations. The Company also sells merchandise on the web primarily through its brand-specific websites, motherhood.com and apeainthepod.com, as well as through its destinationmaternity.com website. Destination Maternity has international store franchise and product supply relationships in the Middle East, South Korea, Mexico, Israel and India. As of July 29, 2017 Destination Maternity has 210 international franchised locations, including 18 standalone stores operated under one of the Company’s nameplates and 192 shop-in-shop locations.

Forward-Looking Statements

The Company cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this press release or made from time to time by management of the Company, including those regarding changes in management and various business initiatives, involve risks and uncertainties, and are subject to change based on various important factors. The following factors, among others, in some cases have affected and in the future could affect the Company’s financial performance and actual results and could cause actual results to differ materially from those expressed or implied in any such forward-looking statements: the strength or weakness of the retail industry in general and of apparel purchases in particular, our ability to successfully manage our various business initiatives, the success of our international business and its expansion, our ability to successfully manage and retain our leased department and international franchise relationships and marketing partnerships, future sales trends in our various sales channels, unusual weather patterns, changes in consumer spending patterns, raw material price increases, overall economic conditions and other factors affecting consumer confidence, demographics and other macroeconomic factors that may impact the level of spending for apparel (such as fluctuations in pregnancy rates and birth rates), expense savings initiatives, our ability to anticipate and respond to fashion trends and consumer preferences, unanticipated fluctuations in our operating results, the impact of competition and fluctuations in the price, availability and quality of raw materials and contracted products, availability of suitable store locations, continued availability of capital and financing, our ability to hire, develop and retain senior management and sales associates, our ability to develop and source merchandise, our ability to receive production from foreign sources on a timely basis, our compliance with applicable financial and other covenants under our financing arrangements, potential debt prepayments, the trading liquidity of our common stock, changes in market interest rates, our compliance with certain tax incentive and abatement programs, war or acts of terrorism and other factors set forth in the Company’s periodic filings with the U.S. Securities and Exchange Commission (the “SEC”), or in materials incorporated therein by reference.

Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. The Company assumes no obligation to update or revise the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

 

CONTACT:		Allison Malkin
		Caitlin Morahan
		ICR, Inc.
		[email protected]
		203-682-8225

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