UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~UNITED DCSTATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~DC 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

CURRENT REPORT ~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the Securities ~~reported~~Exchange ~~event):~~Act ~~April 6,~~of ~~2010~~1934

~~BPW~~Date of ~~ACQUISITION~~Report ~~CORP.~~(Date of earliest event reported): April 7, 2010

~~(Exact~~BPW ~~Name~~ACQUISITION ~~of Registrant as Specified in Its Charter)~~CORP.

~~Delaware~~ (~~State~~Exact orname ~~Other Jurisdiction~~ of ~~Incorporation)~~registrant ~~001-33979(Commission~~as ~~File~~specified ~~Number)~~in ~~26-1259837~~its ~~(IRS Employer Identification Number~~charter)

~~750~~Delaware ~~Washington~~(State ~~Boulevard,~~or ~~Stamford,~~Other ~~Connecticut~~Jurisdiction ~~06901 (Address~~ of ~~Principal~~Incorporation) ~~Executive~~001-33979 ~~Offices~~(Commission File Number) 26-1259837 (~~Zip~~IRS ~~Code~~Employer Identification No.)

~~Registrant’s~~ 750 ~~telephone~~Washington ~~number~~Boulevard, ~~including~~Stamford, ~~area~~Connecticut ~~code:~~ 06901 (~~203)~~Address ~~653-5800~~of principal executive offices)

~~Check the appropriate box below if the Form 8~~ (203) 653-~~K filing is intended to simultaneously satisfy the~~5800 ~~filing~~ (Registrant’s ~~obligation~~telephone ofnumber, ~~the~~including ~~registrant~~area ~~under any of the following provisions:~~code)

þ Not ~~Written~~applicable (Former ~~communications~~Name ~~pursuant~~or toFormer ~~Rule~~Address, ~~425~~if ~~under~~Changed ~~the~~Since ~~Securities~~Last ~~Act (17 CFR 230.425~~Report)

oCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14a~~the Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14a-12~~2. below):

o ~~Pre-commencement~~Written ~~communications~~communication pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Item~~o ~~1.01~~Pre-commencement ~~Entry~~communications ~~Into~~pursuant ato ~~Material~~Rule ~~Definitive~~14d-2(b) ~~Agreement~~under the Exchange Act (17 CFR 240.14d-2(b))

~~Second~~o ~~Amendment~~Pre-commencement communications pursuant to ~~Agreement~~Rule ~~and~~13e-4(c) ~~Plan~~under ofthe ~~Merger~~ Exchange Act (17 CFR 240.13e-4(c))

~~On April 6,~~TABLE ~~2010,~~OF BPW Acquisition Corp. (“BPW”), The Talbots, Inc. (“Talbots”) and Tailor Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Talbots (“Merger Sub”), entered into the Second Amendment (the “Second Amendment”) to the Agreement and Plan of Merger, dated as of December 8, 2009, by and among Talbots, BPW and Merger Sub, as amended by the First Amendment (the “First Amendment”) to the Agreement and Plan of Merger, dated as of February 16, 2010, by and among Talbots, BPW and Merger Sub (as amended, the “Merger Agreement”). Subject to the terms and conditions set forth in the amended Merger Agreement, Talbots will acquire BPW by means of a merger of Merger Sub with and into BPW (the “Merger”), with BPW continuing as the surviving corporation and a wholly-owned subsidiary of Talbots. CONTENTS

As a result of the Second Amendment, subject to the terms of the amended Merger Agreement, immediately following the completion of the Merger, at such time as BPW becomes a wholly-owned subsidiary of Talbots, Talbots will cause BPW to be merged with and into Talbots (the “Post-Closing Transaction”), and, following the Post-Closing Transaction, the separate corporate existence of BPW will cease and Talbots will continue as the surviving entity.


	Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 3.03. Material Modification to Rights of Security Holders.
	Item 5.01. Change in Control of Registrant.
	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 8.01 Other Events.
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1

TheTable foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Merger Agreement, the First Amendment and the Second Amendment, which are attached to this Current Report on Form 8-K as Exhibits 2.1, 2.2, and 2.3, respectively, and are incorporated herein by reference. Contents

Item 8 3.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs previously ~~April~~disclosed, on December 68, ~~2010~~2009, BPW ~~filed~~Acquisition Corp., a ~~press~~Delaware ~~release~~corporation (the “Company”), aentered ~~copy~~into ofan ~~which~~Agreement isand ~~filed~~Plan ~~herewith~~of Merger, as ~~Exhibit~~amended (the “Merger Agreement”), with 99The Talbots, Inc.1, ~~announcing~~a ~~that~~Delaware itcorporation ~~has~~(“Parent”), ~~filed~~and Tailor Acquisition, Inc., a ~~definitive~~Delaware corporation ~~proxy~~and ~~statement~~a ~~with~~wholly-owned subsidiary of Parent (“Merger Sub”). On February 24, 2010, the stockholders ~~Securities~~of the Company voted to approve and ~~Exchange~~adopt the Merger Agreement. On April 7, 2010, at ~~Commission~~the effective time of the merger (the “Effective Time”), in ~~connection~~accordance with ~~launching~~the ~~its~~Merger ~~consent~~Agreement and ~~solicitation~~the toDelaware ~~amend~~General Corporation Law, Merger Sub merged with and into the ~~existing~~Company ~~warrant~~(the ~~agreement~~“Merger”), ~~relating~~immediately toafter ~~warrants~~which tothe ~~purchase~~Company ~~shares~~merged ofwith ~~BPW~~and ~~common~~into ~~stock~~Parent (together with the Merger, ~~“BPW~~the ~~warrants~~“Transaction”) with Parent continuing as the surviving corporation of the Transaction.

~~The~~On ~~amendment~~April 8, ~~will~~2010, ~~require~~ the ~~consent~~Company ofnotified NYSE Amex (i“NYSE Amex”) ~~holders~~ of ~~record~~the consummation of ~~BPW~~the Transaction ~~warrants~~and asrequested that trading in units (the “Units”), consisting of ~~5:00~~(i) the Company’s pcommon stock, par value $0.m.0001 ~~EDT~~per onshare ~~March 17,~~(the ~~2010~~“Common Stock”) and (ii) warrants exercisable for Common aStock ~~majority~~at ofan ~~the~~exercise ~~shares~~price of $7.50 per share (the “BPW ~~common~~Warrants”), ~~stock~~be ~~issuable~~suspended onand that ~~exercise~~the ofUnits, ~~all~~the ~~outstanding~~Common Stock and the BPW ~~warrants~~Warrants be withdrawn from listing on NYSE Amex. NYSE Amex has filed with the Securities and Exchange Commission (iithe “SEC”) ~~holders~~ ofa ~~record~~Notification of ~~BPW~~Removal ~~warrants~~from Listing asand/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, ~~record~~on ~~date~~Form 25 ~~exercisable~~to ~~for~~delist and deregister the Units, the Common Stock and the BPW Warrants. As a ~~majority~~result, the ofUnits, the ~~shares~~Common ofStock and the BPW ~~common~~Warrants ~~stock~~will ~~issuable~~no longer be listed on ~~exercise~~NYSE ofAmex. The ~~all~~Company ~~outstanding~~will ~~BPW~~file ~~warrants~~a ~~issued~~Form 15 inwith the SEC to deregister the Units, the Common Stock and the BPW’s Warrants ~~initial~~under ~~public~~Sections ~~offering.~~12(b) and 12(g) of the Exchange Act and to suspend the reporting obligations of the Company under Sections 13 and 15(d) of the Exchange Act.

IfItem the amendment becomes effective, holders of BPW warrants will not be able to exercise their BPW warrants for up to one year from the date of the completion of BPW’s initial business combination, whether such initial business combination is the Merger or a different qualifying transaction (unless, in the case of BPW warrants other than BPW warrants issued to BPW’s sponsors prior to BPW’s initial public offering, the board of directors of BPW (or the board of directors of Talbots if the Merger has been completed) at such time determines, in its sole discretion, to accelerate the exercisability of such BPW warrants)3. In addition, the amendment will provide that the BPW warrants will no longer be entitled to the benefit of anti-dilution protections and other provisions in the existing warrant agreement that will be removed or modified03. ~~For~~Material ~~example,~~Modification ~~the amendment will provide that in the event of a stock split with respect~~ to ~~BPW~~Rights ~~common stock (or Talbots common stock if the Merger has been completed), the terms~~ of ~~the~~Security BPW warrants will provide for no corresponding increase to the number of shares of BPW common stock or Talbots common stock, as applicable, issuable on exercise of BPW warrants and corresponding decrease of the exercise priceHolders. In addition, if the amendment is approved, upon the occurrence of certain future events (other than BPW’s initial business combination), including without limitation certain reclassifications, reorganizations, mergers or consolidations involving BPW (or Talbots if the Merger has been completed), or upon a dissolution of BPW (or Talbots if the Merger has been completed) following certain asset sales or transfers involving BPW (or Talbots if the Merger has been completed), the board of directors of BPW (or the board of directors of Talbots if the Merger has been completed), at such time will have the option to cancel each BPW warrant in exchange for the right to receive a cash payment equal to the excess, if any, of the fair market value (as determined by the board of directors of BPW or Talbots, as applicable, at such time, acting in good faith and its sole discretion) of the consideration that the holder of such BPW warrant would have received if such holder had exercised such BPW warrant immediately prior to such event, over the exercise price then applicable to such BPW warrant.

~~The~~Under ~~consent~~the ~~solicitation~~terms isof ~~scheduled~~the toMerger ~~expire~~Agreement, at ~~5:00~~the pEffective Time each outstanding share of Common Stock was cancelled and converted into the right to receive 0.~~m.,~~9853 ~~New~~shares ~~York~~of ~~City~~common ~~time~~stock onof ~~April 8,~~Parent ~~2010~~(“Talbots Common Stock”), ~~unless~~subject ~~extended~~to the terms and conditions set forth in the Merger Agreement.

~~Cautionary~~The ~~Statement~~foregoing description of the Merger Agreement and ~~Certain~~the ~~Risk~~transactions ~~Factors~~contemplated thereby does not purport to ~~Consider~~be complete and is subject to, and qualified in its entirety by, reference to the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2009, and is incorporated by reference herein.

InPursuant ~~addition~~ to the ~~information~~warrant ~~set~~agreement, ~~forth~~dated inFebruary 26, ~~this~~2008, ~~Form~~by ~~8-K,~~and ~~you~~between ~~should~~the ~~carefully~~Company ~~consider~~and Mellon Investor Services LLC governing the BPW Warrants (the “Initial Warrant Agreement”), upon the ~~risk~~Effective ~~factors~~Time, ~~and~~each ~~risks~~BPW ~~and~~Warrant ~~uncertainties~~which ~~included~~was innot tendered into the offer to exchange BPW’s ~~Annual~~Warrants ~~Report~~for either onshares ~~Form~~of ~~10-K~~Talbots ~~and~~Common ~~Quarterly~~Stock or warrants to purchase Talbots Common Stock (subject to ~~Reports~~certain onelection ~~Form~~and ~~10-Q,~~proration asprocedures) ~~well~~became exercisable for such number of shares of Talbots Common Stock as such warrantholder would have received in ~~this~~the ~~Form~~Merger ~~8-K~~had ~~below.~~the BPW Warrants been converted to shares of Common Stock immediately prior to the Effective Time.

~~This~~Item ~~Form 8-K contains forward-looking information~~5. 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 terms01. ~~All~~Change of the information concerning BPW’s outlook, future liquidity, future financial performance, 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, are not guarantees of future events, results or performance, and involve substantial risks and uncertainty. All of the forward-looking statements are as of the date of this Form 8-K only. In each case, actual results may differ materially from such forward-looking information. BPW can not 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~~Control or more risks and uncertainties could materially and adversely affect BPW’s continuing existence and operations and/or BPW’s future financial results, cash flows, prospects, and liquidity. Except as required by law, BPW does not undertake or plan 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 Form 8-K, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized~~Registrant. Any public statements or disclosures by BPW following this Form 8-K which modify or impact any of the forward-looking statements contained in this Form 8-K will be deemed to modify or supersede such statements in this Form 8-K.

AdditionalTable Informationof and Where to Find It Contents

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. BPW has filed a definitive proxy statement on Schedule 14A with the SEC on April 6, 2010 in connection with the solicitation of consents in respect of outstanding warrants to purchase shares of BPW common stock and may file other solicitation material in connection therewith (collectively, the “Definitive Proxy Statement”). Investors and security holders are urged to read the Definitive Proxy Statement and other relevant documents filed with the SEC when available carefully because they will contain important information. In addition, 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 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~~disclosed and security holders will be able to obtain free copies of the Definitive Proxy Statement, 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~~Items ~~at Investor Relations Department, One Talbots Drive, Hingham, MA 02043, or by telephone at (781) 741-4500~~3.01 ~~The documents filed by BPW, including the Definitive Proxy Statement~~ and ~~any amendments or supplements thereto, may also be obtained by requesting them in writing to Doug McGovern at BPW Acquisition Corp~~3.,03 ~~767~~is ~~Fifth~~hereby ~~Avenue,~~incorporated ~~5th Floor, NY, NY 10153, or~~ by ~~telephone at (212) 287-3200~~reference.

~~BPW~~At ~~and certain of its directors and executive officers may be deemed to be participants in~~ the ~~solicitation~~Effective ofTime, ~~proxies~~Merger ~~from~~Sub ~~the~~merged ~~security holders of BPW in connection~~ with ~~the consent solicitation. You can find information regarding BPW’s directors~~ and ~~executive~~into ~~officers in BPW’s Annual Report on Form 10-K for its fiscal year ended December 31, 2009, which was filed with~~ the ~~SEC~~ ~~on March 16~~Company, ~~2010.~~immediately ~~This~~after ~~document~~which ~~can be obtained free of charge from~~ the ~~sources indicated~~ ~~above.~~Company ~~Investors~~merged with and ~~security~~into ~~holders~~Parent ~~may~~with ~~obtain~~Parent ~~additional~~continuing ~~information~~as ~~regarding~~ the ~~interests~~surviving corporation of ~~such~~ ~~participants by reading~~ the ~~Definitive Proxy Statement, final Prospectus/Proxy~~ ~~Statement/Information Statement and the Prospectus/Offer to Exchange, in each case as amended or supplemented~~Transaction.

Item 95.0102 ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, at the Effective Time each member of the Company’s board of directors (dthe “Board”) ~~Exhibits~~resigned from the Board.

ExhibitNumber		Exhibit Title
2.1		Agreement and Plan of Merger, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp., dated as of December 8, 2009 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by BPW on December 11, 2009)
2.2		First Amendment to the Agreement and Plan of Merger, dated as of February 16, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc., and BPW Acquisition Corp. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by BPW on February 18, 2010)
2.3		Second Amendment to the Agreement and Plan of Merger, dated as of April 6, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc., and BPW Acquisition Corp.
99.1		Press Release issued by BPW Acquisition Corp., dated March 29, 2010


Item 8.01		Other Events.

~~SIGNATURES~~On April 7, 2010, the Company and Parent issued a joint press release (the “Press Release”) announcing that the parties had consummated the Merger and the Transaction. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~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.~~ Exhibits

	BPW ACQUISITION CORP.
Date: April 6, 2010	By:	/s/ Gary Barancik
		Name:	Gary Barancik
		Title:	CEO

(d) Exhibits

~~Exhibit Index~~ The following exhibits are furnished with this Current Report on Form 8-K:

ExhibitNumber		Exhibit Title
Exhibit No.			Description
~~2.1~~	2.1	Agreement and Plan of Merger, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp., dated as of December 8, 2009 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by BPW on December 11, 2009)	Agreement and Plan of Merger, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp., dated as of December 8, 2009 (incorporated by reference to the Current Report on Form 8-K filed by the Company on December 11, 2009).
~~2.2~~	2.2	First Amendment to the Agreement and Plan of Merger, dated as of February 16, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc., and BPW Acquisition Corp. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by BPW on February 18, 2010)	First Amendment to Agreement and Plan of Merger, dated as of February 16, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp. (incorporated by reference to the Current Report on Form 8-K filed by the Company on February 17, 2010).
~~2.3~~	2.3	~~Second Amendment to the Agreement and Plan of Merger, dated as of April 6, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc., and BPW Acquisition Corp.~~	Second Amendment to Agreement and Plan of Merger, dated as of April 6, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp. (incorporated by reference to the Current Report on Form 8-K filed by the Company on April 6, 2010).
~~99.1~~	99.1	~~Press Release issued by BPW Acquisition Corp., dated March 29, 2010~~	Press Release, dated April 7, 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., as successor to BPW Acquisition Corp.
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

Dated: April 13, 2010

EXHIBIT INDEX


Exhibit No.		Description
	2.1	Agreement and Plan of Merger, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp., dated as of December 8, 2009 (incorporated by reference to the Current Report on Form 8-K filed by the Company on December 11, 2009).
	2.2	First Amendment to Agreement and Plan of Merger, dated as of February 16, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp. (incorporated by reference to the Current Report on Form 8-K filed by the Company on February 17, 2010).
	2.3	Second Amendment to Agreement and Plan of Merger, dated as of April 6, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp. (incorporated by reference to the Current Report on Form 8-K filed by the Company on April 6, 2010).
	99.1	Press Release, dated April 7, 2010.

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