425

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) March 29, 2010

THE TALBOTS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12552	41-1111318
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

One Talbots Drive, Hingham, Massachusetts	02043
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (781) 749-7600

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):

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

INFORMATION TO BE INCLUDED IN THE REPORT

Item 8.01 Other Events

     On March 29, 2010, The Talbots, Inc. (the “Company”) issued a press release announcing that it is extending its exchange offer in which the Company is offering to exchange each outstanding warrant (“BPW Warrants”) to acquire shares of common stock of BPW Acquisition Corp. (“BPW”) for shares of Company common stock or warrants to acquire shares of Company common stock, subject to the election and proration procedures described in the prospectus/offer to exchange, filed with the Securities and Exchange Commission on March 17, 2010. The exchange offer is being extended until 6:00 p.m., New York City time, on March 29, 2010, unless further extended by the Company. Holders of BPW Warrants must tender their BPW Warrants prior to the expiration date if they wish to participate in the exchange offer. The exchange offer was previously scheduled to expire at 12:00 midnight, New York City time, at the end of March 26, 2010. Approximately 30.6 million BPW Warrants (including approximately 1.4 million BPW Warrants subject to guarantees of delivery), or approximately 87.5% of BPW Warrants issued in its initial public offering, had been tendered as of 12:00 midnight, at the end of March 26, 2010. The minimum condition to consummation of the exchange offer is the tender of 90% of BPW Warrants issued in its initial public offering.

     A copy of the Company’s press release dated March 29, 2010 announcing its intention to extend the expiration of the exchange offer is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     The exhibits listed below are filed herewith.

     (d) Exhibits

     99.1 Press Release issued by The Talbots, Inc. dated March 29, 2010.

SIGNATURES

     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.

	THE TALBOTS, INC.
Dated: March 29, 2010	By:	/s/ Richard T. O’Connell, Jr.
		Name:	Richard T. O’Connell, Jr.
		Title:	Executive Vice President, Real Estate, Legal, Store Planning & Design and Construction, and Secretary

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Press Release issued by The Talbots, Inc. dated March 29, 2010.

EX-99.1

Exhibit 99.1

THE TALBOTS, INC.

CONTACT: Julie Lorigan
Senior Vice President, Investor and Media Relations
(781) 741-7775

Stacy Berns/Melissa Jaffin – Investor/Media Relations
Berns Communications Group
(212) 994-4660

THE TALBOTS, INC. ANNOUNCES EXTENSION OF ITS OFFER TO
EXCHANGE EACH OUTSTANDING BPW WARRANT FOR SHARES OF
TALBOTS COMMON STOCK OR TALBOTS WARRANTS

–Offer Extended Until 6:00 pm, New York City Time, on Monday March 29, 2010

–As of Midnight on March 26, 2010, Approximately 87.5% of BPW Warrants Issued
in Initial Public Offering Had Been Tendered

          Hingham, MA—(March 29, 2010)— The Talbots, Inc. (NYSE: TLB) today announced that it is extending its offer to exchange each outstanding warrant to acquire shares of common stock of BPW Acquisition Corp. (“BPW”) (NYSE AMEX: BPW) for shares of Talbots common stock or warrants to acquire shares of Talbots common stock, subject to the election and proration procedures described in the prospectus/offer to exchange, filed with the Securities and Exchange Commission on March 17, 2010.

          The exchange offer is being extended until 6:00 p.m., New York City time, on Monday March 29, 2010, unless further extended by Talbots. Holders of BPW warrants must tender their BPW warrants prior to the expiration date if they wish to participate in the exchange offer. The exchange offer was previously scheduled to expire at 12:00 midnight, New York City time, at the end of March 26, 2010. Approximately 30.6 million BPW warrants (including BPW warrants subject to guarantees of delivery), or approximately 87.5% of BPW warrants issued in its initial public offering, had been tendered as of 12:00 midnight, at the end of March 26, 2010. The minimum condition to consummation of the exchange offer is the tender of 90% of BPW warrants issued in its initial public offering.

          The full terms of the exchange offer, a description of Talbots common stock and Talbots warrants, the material differences between Talbots common stock and BPW common stock, the material differences between Talbots warrants and BPW warrants, and other information relating to the exchange offer, Talbots and BPW, are set forth in the prospectus/offer to exchange filed with the Securities and Exchange Commission on March 17, 2010.

          Talbots urges investors and security holders to read its exchange offer materials, including the prospectus/offer to exchange, Schedule TO and related materials, because they contain important information about the exchange offer. Investors and security holders may obtain the prospectus/offer to exchange and related material through the information agent for the exchange offer, Morrow & Co., LLC, 470 West Avenue, Stamford, Connecticut 06902; telephone number: (203) 658-9400 or toll free (800) 662-5200.

About The Talbots, Inc.

          The Talbots, Inc. is a leading specialty retailer and direct marketer of women’s apparel, shoes and accessories. At the end of fourth quarter 2009, Talbots operated 580 Talbots brand stores in 46 states, the District of Columbia, and Canada. Talbots brand on-line shopping site is located at www.talbots.com.

About BPW Acquisition Corp.

          BPW Acquisition Corp. is a special purpose acquisition company formed in 2008 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

Cautionary Statement and Certain Risk Factors to Consider

     In addition to the information set forth in this press release, you should carefully consider the risk factors and risks and uncertainties included in each of Talbots’ and BPW’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as in this press release below.

     This press release contains forward-looking information. These statements may be identified by such forward-looking terminology as “expect,” “achieve,” “plan,” “look,” “believe,” “anticipate,” “outlook,” “will,” “would,” “should,” “potential,” or similar statements or variations of such terms. All of the information concerning Talbots’ or BPW’s outlook, future liquidity, future financial performance and results, future credit facilities and availability, future cash flows and cash needs, and other future financial performance or financial position, as well as assumptions underlying such information, constitute forward-looking information. Forward looking statements are based on a series of expectations, assumptions, estimates and projections about BPW and/or Talbots, are not guarantees of future results or performance, and involve substantial risks and uncertainty, including assumptions and projections concerning liquidity, internal plans, regular-price and markdown selling, operating cash flows, and credit availability for all forward periods. Business and forward-looking statements involve substantial known and unknown risks and uncertainties, including the following risks and uncertainties:

2

• Talbots’ and BPW’s ability to satisfy the conditions to consummation of the contemplated transactions;

• BPW’s and Talbots’ ability to obtain the necessary participation of BPW warrant holders in the exchange of BPW warrants for Talbots stock or warrants;

• Talbots’ ability to satisfy the conditions to the $200 million credit commitment provided by GE or, failing that, to obtain sufficient alternative financing on a timely basis;

• the availability of proceeds of the BPW trust account following any exercise by stockholders of their conversion rights and the incurrence of transaction expenses;

• the continuing material impact of the deterioration in the U.S. economic environment over the past two years on Talbots’ business, continuing operations, liquidity, financing plans, and financial results, including substantial negative impact on consumer discretionary spending and consumer confidence, substantial loss of household wealth and savings, the disruption and significant tightening in the U.S. credit and lending markets, and potential long-term unemployment levels;

• Talbots’ level of indebtedness and its ability to refinance or otherwise address its short-term debt maturities, including all Aeon short-term indebtedness due April 16, 2010, on the terms or in amounts needed to satisfy maturities and to address its longer-term liquidity and cash needs, as well as its working capital, strategic initiatives and other cash requirements;

• any lack of sufficiency of available cash flows and other internal cash resources to satisfy all future operating needs and other Talbots cash requirements;

• satisfaction of all borrowing conditions under all Aeon credit facilities including no events of default, accuracy of all representations and warranties, solvency conditions, absence of material adverse effect or change, and all other borrowing conditions;

• risk of any default under Talbots’ Aeon credit facilities;

• Talbots’ ability to achieve its 2009 financial plan for operating results, working capital, liquidity and cash flows;

• risks associated with Talbots’ appointment of and transition to a new exclusive global merchandise buying agent and that the anticipated benefits and cost savings from this arrangement may not be realized or may take longer to realize than expected, and risk that upon any cessation of the relationship for any reason Talbots would be able to successfully transition to an internal or other external sourcing function;

• Talbots’ ability to continue to purchase merchandise on open account purchase terms at existing or future expected levels and with extended payment of accounts payable and risk that suppliers could require earlier or immediate payment or other security due to any payment concern or timing;

• risks and uncertainties in connection with any need to source merchandise from alternate vendors;

• any disruption in Talbots’ supply of merchandise;

3

• Talbots’ ability to successfully execute, fund, and achieve supply chain initiatives, anticipated lower inventory levels, cost reductions, and other initiatives;

• the risk that anticipated benefits from the sale of the J. Jill brand business may not be realized or may take longer to realize than expected and the risk that estimated or anticipated costs, charges and liabilities to settle and complete the transition and exit from and disposal of the J. Jill brand business, including both retained obligations and contingent risk for assigned obligations, may materially differ from or be materially greater than anticipated;

• Talbots’ ability to accurately estimate and forecast future regular-price and markdown selling, operating cash flows and other future financial results and financial position;

• the success and customer acceptance of Talbots merchandise offerings;

• future store closings and success of and necessary funding for closing underperforming stores;

• risk of impairment of goodwill and other intangible and long-lived assets; and

• the risk of continued compliance with NYSE continued listing conditions.

     All of the forward-looking statements are as of the date of this press release only. In each case, actual results may differ materially from such forward-looking information. Neither Talbots nor BPW can give any assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of or any material adverse change in one or more of the risk factors or risks and uncertainties referred to in this press release or included in Talbots’ and/or BPW’s periodic reports filed with the Securities and Exchange Commission could materially and adversely affect Talbots’ and/or BPW’s continuing operations and Talbots’ and/or BPW’s future financial results, cash flows, prospects, and liquidity. Except as required by law, neither Talbots nor BPW undertakes or plans to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances affecting such forward-looking statements occurring after the date of this press release, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by Talbots and BPW following this press release which modify or impact any of the forward-looking statements contained in this press release will be deemed to modify or supersede such statements in this press release.

Important Additional Information and Where to Find It

          This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote, consent or approval. Talbots has filed with the SEC, and the SEC has declared effective, a Registration Statement on Form S-4 containing a Prospectus/Proxy Statement/Information Statement regarding the proposed merger transaction between Talbots and BPW. The final Prospectus/Proxy Statement/Information Statement regarding the proposed merger transaction has been

4

mailed to stockholders of Talbots and BPW. Talbots has also filed with the SEC, and the SEC has declared effective, a Registration Statement on Form S-4 containing a Prospectus/Offer to Exchange and other documents, as required, in connection with the warrant exchange offer. The Prospectus/Offer to Exchange and related offer documents have been mailed to warrantholders of BPW. Investors and security holders are urged to read the Prospectus/Proxy Statement/Information Statement, the Prospectus/Offer to Exchange, any amendments or supplements thereto and any other relevant documents filed with the SEC when available carefully because they contain important information. Investors and security holders will be able to obtain free copies of the Registration Statements, the final Prospectus/Proxy Statement/Information Statement, the Prospectus/Offer to Exchange, any amendments or supplements thereto and other documents filed with the SEC by Talbots and BPW through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statements, the final Prospectus/Proxy Statement/Information Statement, the Prospectus/Offer to Exchange, and any amendments or supplements thereto when they become available from Talbots by requesting them in writing at Investor Relations Department, One Talbots Drive, Hingham, MA 02043, or by telephone at (781) 741-4500. The documents filed by BPW may also be obtained by requesting them in writing to Doug McGovern at BPW Acquisition Corp., 767 Fifth Avenue, 5th Floor, NY, NY 10153, or by telephone at (212) 287-3200.

          The offer by Talbots to exchange all warrants exercisable for shares of BPW common stock for shares of Talbots common stock and warrants exercisable for shares of Talbots common stock, subject to the election and proration procedures set forth in the Prospectus/Offer to Exchange, will only be made pursuant to such Prospectus/Offer to Exchange, the letter of election and transmittal and other offer documents initially filed with the SEC on March 1, 2010, as amended or supplemented. The warrant exchange offer is scheduled to expire at 6:00 p.m., New York City time, on March 29, 2010, unless further extended. If the offer is extended, Talbots will notify the exchange agent for the offer and issue a press release announcing the extension on or before 9:00 a.m. New York City time on the first business day following the date the exchange offer was scheduled to expire.

5