UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
The Children's Place Retail Stores, Inc.
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(Name of Issuer)
Common Stock, $0.10 par value
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(Title of Class of Securities)
168905107
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(CUSIP Number)
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-5555
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 4, 2009
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box |X|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The Information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO.: 168905107
1 NAMES OF REPORTING PERSONS
Ezra Dabah
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 1,558,250
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,359,460
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
1,558,250
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,359,460
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,917,710
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP NO.: 168905107
1 NAMES OF REPORTING PERSONS
Renee Dabah
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 104,100
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,813,610
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
104,100
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,813,610
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,917,710
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP NO.: 168905107
1 NAMES OF REPORTING PERSONS
Stanley Silverstein
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 261,697
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,928,880
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
261,697
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,928,880
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,190,577
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP NO.: 168905107
1 NAMES OF REPORTING PERSONS
Raine Silverstein
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,190,577
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,190,577
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,190,577
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
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14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP NO.: 168905107
1 NAMES OF REPORTING PERSONS
Barbara Dabah
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 41,300
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 174,000
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
41,300
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
174,000
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,300
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP NO.: 168905107
1 NAMES OF REPORTING PERSONS
Gila Goodman
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 974,215
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 24,115
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
974,215
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
24,115
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
998,330
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
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14 TYPE OF REPORTING PERSON
IN
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This Amendment No. 7 amends and supplements the statement on Schedule 13D
(the "Schedule 13D") originally filed with the Securities and Exchange
Commission on October 15, 2007, as amended by Amendment No. 1 filed on February
7, 2008, Amendment No. 2 filed on February 21, 2008, Amendment No. 3 filed on
May 15, 2008, Amendment No. 4 filed on April 24, 2009, Amendment No. 5 filed on
May 6, 2009 and Amendment No. 6 filed on May 15, 2009 by Ezra Dabah and Renee
Dabah with respect to the shares of Common Stock, $0.10 par value per share (the
"Common Stock"), of The Children's Place Retail Stores, Inc., a Delaware
corporation (the "Company"). Stanley Silverstein, Raine Silverstein, Barbara
Dabah and Gila Goodman (collectively, together with Ezra Dabah and Renee Dabah,
the "Reporting Persons") are hereby added as Reporting Persons to the Schedule
13D. Unless otherwise indicated, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Schedule 13D. From
and after the date hereof, all references in the Schedule 13D to the Schedule
13D or terms of similar import shall be deemed to refer to the Schedule 13D as
amended and supplemented hereby.
The Reporting Persons have entered into a Third Amended and Restated Joint
Filing Agreement, dated as of June 4, 2009, a copy of which is filed herewith as
Exhibit K and which is incorporated herein by reference. Neither the fact of
this filing nor anything contained herein shall be deemed an admission by the
Reporting Persons that they constitute a "group" as such term is used in Section
13(d)(1)(k) of the rules and regulations under the Securities Exchange Act of
1934, as amended.
Items 2, 4, 5, 6 and 7 are hereby amended and supplemented as follows:
Item 2. Identity and Background.
Stanley Silverstein's business address is 20 Blue Sea Lane, Great Neck,
New York, 11024 and his present principal occupation is serving as a director on
the Board of the Company. The Company's principal business is children's retail
and its address is 915 Secaucus Road, Secaucus, New Jersey 07094. Mr.
Silverstein is a citizen of the United States.
Raine Silverstein's business address is 20 Blue Sea Lane, Great Neck,
New York, 11024 and her present principal occupation is personal investor. Mrs.
Silverstein is a citizen of the United States.
Barbara Dabah's business address is 180 East 64th Street, New York, New
York, 10065 and her present principal occupation is personal investor. Barbara
Dabah is a citizen of the United States.
Gila Goodman's business address is 19 West 34th Street, 7th Floor, New
York, New York, 10065, and her present principal occupation is President and CEO
of Success Apparel, a children's apparel wholesaler. Ms. Goodman is a citizen of
the United States.
None of the Reporting Persons have, during the past five years, (i) been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
As previously reported, on May 5, 2009, Ezra Dabah delivered to the
Company notice of their intent to nominate Raphael Benaroya, Jeremy J. Fingerman
and Ross Glickman (the "Nominees") for election as directors of the Company and
propose other business at the Company's 2009 Annual Meeting of Shareholders (the
"2009 Annual Meeting"). On May 15, 2009, Ezra Dabah filed preliminary proxy
materials with the Securities and Exchange Commission (the "SEC") in connection
with the nomination of the Nominees and certain other business to be conducted
at the 2009 Annual Meeting.
On or about June 1, 2009, Ezra Dabah and Renee Dabah formed the
Committee of Concerned Shareholders of The Children's Place for the purpose of
conducting a proxy solicitation to elect the Nominees and approve certain other
matters at the 2009 Annual Meeting of Shareholders. On or about June 4, 2009,
Stanley Silverstein, Raine Silverstein, Barbara Dabah and Gila Goodman joined
the Committee because they support the election of Messrs. Benaroya, Fingerman
and Glickman to the Board. Collectively, the Committee may be deemed to
beneficially own, in the aggregate, 6,442,557 shares, representing approximately
21.8% of the outstanding Common Stock of the Company as of May 1, 2009. Stanley
Silverstein is Ezra Dabah's father-in-law. Raine Silverstein is Stanley
Silverstein's wife. Barbara Dabah is Ezra Dabah's sister-in-law. Gila Goodman is
Ezra Dabah's sister.
On June 5, 2009, the Reporting Persons filed revised preliminary proxy
materials in connection with the nomination of Messrs. Benaroya, Fingerman and
Glickman to the election of the Board of Directors of the Company and certain
other business to be conducted at the 2009 Annual Meeting. Security holders are
advised to read the proxy materials filed by the Reporting Persons and any other
documents related to the solicitation of proxies by the Reporting Persons, if
and when they become available, because they will contain important information,
including information relating to the participants in any such proxy
solicitation. If and when completed, a definitive proxy statement and a form of
proxy will be available to stockholders of the Company from the participants at
no charge and will also be available at no charge at the Securities and Exchange
Commission's website at http://www.sec.gov.
The Reporting Persons expect to engage in discussions with the Company,
stockholders of the Company and others regarding matters in connection with the
proxy materials and the 2009 Annual Meeting. The Reporting Persons intend to
review their investment in the Company on a continuing basis. Depending on
various factors including, without limitation, the Company's financial position,
results and strategic direction, price levels of the common stock, conditions in
the securities and credit markets and general economic and industry conditions,
the Reporting Persons may, in addition to the foregoing, take such actions with
respect to their investment in the Company as they deem appropriate, including,
but not limited to: (i) the purchase of additional Common Stock in the open
market, in privately negotiated transactions or otherwise, and (ii) the sale of
all or a portion of the Common Stock now owned or hereafter acquired by the
Reporting Persons, in the open market, in privately negotiated transactions or
otherwise. The Reporting Persons may also transfer shares to or from a Reporting
Person to another Reporting Person.
The Reporting Persons reserve the right to change their plans or
intentions and to take any and all actions that they may deem appropriate to
maximize the value of their investment in the Company in light of market
conditions, subsequent developments affecting the Company and the general
business and future prospects of the Company.
Except as set forth above, the Reporting Persons do not have any current
intention, plan or proposal with respect to the matters referred to in
paragraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
Based upon the Company's Preliminary Proxy Statement, filed with the
Securities and Exchange Commission on May 13, 2009, there were 29,559,643 shares
of Common Stock outstanding as of May 1, 2009. Ezra Dabah is the beneficial
owner of 4,917,710 shares of Common Stock of the Company, representing 16.6% of
the total number of shares outstanding as of May 1, 2009. Mr. Dabah (i) has the
sole power to vote or to direct the vote and to dispose or direct the
disposition of 1,558,250 of such shares (which includes 187,000 shares that are
issuable upon the exercise of outstanding vested options), (ii) has shared power
to vote or to direct the vote and to dispose or direct the disposition of
2,879,360 of such shares held by Mr. Dabah and others, as custodians or trustees
for Mr. Dabah's children and certain other family members, (iii) has shared
power to vote or to direct the vote and to dispose or direct the disposition of
376,000 of such shares held by Mr. Dabah and his wife as joint tenants with
right of survivorship and (iv) may be deemed to have shared power to vote or to
direct the vote and to dispose or direct the disposition of 104,100 of such
shares owned by Mr. Dabah's wife. Mr. Dabah disclaims beneficial ownership of
the shares of Common Stock owned by Stanley Silverstein, Raine Silverstein,
Barbara Dabah and Gila Goodman.
Renee Dabah, wife of Ezra Dabah, is the beneficial owner of 4,917,710
shares of Common Stock of the Company, representing 16.6% of the total number of
shares outstanding as of May 1, 2009. Mrs. Dabah (i) has the sole power to vote
or to direct the vote and to dispose or direct the disposition of 104,100 of
such shares, (ii) has shared power to vote or to direct the vote and to dispose
or direct the disposition of 2,879,360 of such shares held by Mrs. Dabah and
others, as custodians or trustees for Mrs. Dabah's children and certain other
family members, (iii) has shared power to vote or to direct the vote and to
dispose or direct the disposition of 376,000 of such shares held by Mrs. Dabah
and her husband as joint tenants with right of survivorship and (iv) may be
deemed to have shared power to vote or to direct the vote and to dispose or
direct the disposition of 1,558,250 of such shares (which includes 187,000
shares that are issuable to Mrs. Dabah's husband upon the exercise of vested
stock options) owned by Mrs. Dabah's husband. Mrs. Dabah disclaims beneficial
ownership of the shares of Common Stock owned by Stanley Silverstein, Raine
Silverstein, Barbara Dabah and Gila Goodman.
Stanley Silverstein is the beneficial owner of 3,190,577 shares of
Common Stock of the Company, representing 10.8% of the total number of shares
outstanding as of May 1, 2009. Mr. Silverstein (i) has the sole power to vote or
to direct the vote and to dispose or direct the disposition of 261,697 shares of
Common Stock (which includes 30,000 shares issuable upon the
exercise of outstanding vested options and 5,000 shares held in Mr.
Silverstein's profit sharing account), and (ii) may be deemed to have shared
power to vote or to direct the vote and to dispose or direct the disposition of
2,928,880 shares of Common Stock held by Mr. Silverstein's wife, Raine
Silverstein, as custodian or trustee for the benefit of Mr. Silverstein's
children and grandchildren. Mr. Silverstein disclaims beneficial ownership of
the 2,928,880 shares of Common Stock held by Mr. Silverstein's wife, Raine
Silverstein, as custodian or trustee for the benefit of Mr. Silverstein's
children and grandchildren. Mr. Silverstein also disclaims beneficial ownership
of the shares of Common Stock owned by Ezra Dabah, Renee Dabah, Barbara Dabah
and Gila Goodman.
Raine Silverstein, wife of Stanley Silverstein, is the beneficial owner
of 3,190,577 shares of Common Stock of the Company, representing 10.8% of the
total number of the shares outstanding as of May 1, 2009. Mrs. Silverstein (i)
has shared power to vote or to direct the vote and to dispose or direct the
disposition of 2,928,880 shares of Common Stock held by Mrs. Silverstein as
custodian or trustee for the benefit of Mrs. Silverstein's children and
grandchildren, and (ii) may be deemed to have shared power to vote or to direct
the vote and to dispose or direct the disposition of 261,697 shares of Common
Stock held by Mrs. Silverstein's husband (which includes 30,000 shares issuable
upon the exercise of outstanding vested options and 5,000 shares held in Mr.
Silverstein's profit sharing account). Mrs. Silverstein disclaims beneficial
ownership of the shares of Common Stock owned by Ezra Dabah, Renee Dabah,
Barbara Dabah and Gila Goodman. Mrs. Silverstein does not have sole power to
vote or to direct the vote or to dispose or direct the disposition of any shares
of Common Stock.
Barbara Dabah is the beneficial owner of 215,300 shares of Common Stock
of the Company, representing 0.7% of the total number of shares outstanding as
of May 1, 2009. Barbara Dabah (i) has the sole power to vote or to direct the
vote and to dispose or direct the disposition of 41,300 shares of Common Stock,
and (ii) may be deemed to have shared power to vote or to direct the vote and to
dispose or direct the disposition of 174,000 shares of Common Stock held by
Barbara Dabah as custodian or trustee for the benefit of her children. Barbara
Dabah disclaims beneficial ownership of the shares of Common Stock owned by Ezra
Dabah, Renee Dabah, Stanley Silverstein, Raine Silverstein and Gila Goodman.
Gila Goodman is the beneficial owner of 998,330 shares of Common Stock
of the Company, representing 3.4% of the total number of shares outstanding as
of May 1, 2009. Mrs. Goodman (i) has the sole power to vote or to direct the
vote and to dispose or direct the disposition of 974,215 shares of Common Stock,
(ii) may be deemed to have shared power to vote or to direct the vote and to
dispose or direct the disposition of 20,000 shares of Common Stock held by Mrs.
Goodman's children and (iii) may be deemed to have shared power to vote or to
direct the vote and to dispose or to direct the disposition of 4,115 of such
shares held by the GD Foundation. Mrs. Goodman disclaims beneficial ownership of
the shares of Common Stock owned by Ezra Dabah, Renee Dabah, Stanley
Silverstein, Raine Silverstein and Barbara Dabah.
(c) On April 3, 2009, Stanley Silverstein made a gift of 10,000 shares and sold
10,000 shares on the open market at a price of $24.5078 per share. On April 22,
2009, Mr. Silverstein sold 100,000 shares on the open market at a price of
$28.3261 per share.
(d) N/A.
(e) N/A.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
7. On June 4, 2009, Ezra Dabah, Renee Dabah, Stanley Silverstein, Raine
Silverstein, Barbara Dabah and Gila Goodman entered into a Third Amended and
Restated Joint Filing Agreement (the "Third Amended and Restated Joint Filing
Agreement"). A copy of the Third Amended and Restated Joint Filing Agreement is
filed herewith as Exhibit K and incorporated herein by reference.
Item 7. Material to be filed as Exhibits.
Exhibit K Third Amended and Restated Joint Filing Agreement, dated
June 4, 2009, by and among Ezra Dabah, Renee Dabah, Stanley
Silverstein, Raine Silverstein, Barbara Dabah and Gila
Goodman
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
EZRA DABAH
By: /s/ Ezra Dabah
------------------------------
Name: Ezra Dabah
RENEE DABAH
By: /s/ Renee Dabah
------------------------------
Name: Renee Dabah
STANLEY SILVERSTEIN
By: /s/ Stanley Silverstein
------------------------------
Name: Stanley Silverstein
RAINE SILVERSTEIN
By: /s/ Raine Silverstein
------------------------------
Name: Raine Silverstein
BARBARA DABAH
By: /s/ Barbara Dabah
------------------------------
Name: Barbara Dabah
GILA GOODMAN
By: /s/ Gila Goodman
------------------------------
Name: Gila Goodman
Dated: June 5, 2009
EXHIBIT K
THIRD AMENDED AND RESTATED SCHEDULE 13D JOINT FILING AGREEMENT
The undersigned and each other person executing this joint filing
agreement (this "Agreement") agree as follows:
(i) The undersigned and each other person executing this Agreement are
individually eligible to use the Schedule 13D to which this Exhibit is attached
and such Schedule 13D is filed on behalf of the undersigned and each other
person executing this Agreement; and
(ii) The undersigned and each other person executing this Agreement are
responsible for the timely filing of such Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of the undersigned or any other person
executing this Agreement is responsible for the completeness or accuracy of the
information statement concerning any other persons making the filing, unless
such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
EZRA DABAH
By: /s/ Ezra Dabah
------------------------------
Name: Ezra Dabah
RENEE DABAH
By: /s/ Renee Dabah
------------------------------
Name: Renee Dabah
STANLEY SILVERSTEIN
By: /s/ Stanley Silverstein
------------------------------
Name: Stanley Silverstein
RAINE SILVERSTEIN
By: /s/ Raine Silverstein
------------------------------
Name: Raine Silverstein
BARBARA DABAH
By: /s/ Barbara Dabah
------------------------------
Name: Barbara Dabah
GILA GOODMAN
By: /s/ Gila Goodman
------------------------------
Name: Gila Goodman
Dated: June 4, 2009