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~~

~~Date~~CURRENT ofREPORT Pursuant ~~Report~~to Section 13 or 15(~~Date~~d) of ~~earliest~~the Securities ~~reported~~Exchange ~~event):~~Act ~~February 24,~~of ~~2010~~1934

~~BPW~~Date ~~ACQUISITION~~of ~~CORP.~~ Report (Date of earliest reported event): February 26, 2010

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

Delaware		001-33979		26-1259837
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

(Exact Name of Registrant as Specified in Its Charter)

750 Washington Boulevard, Stamford, Connecticut 06901 (Address of Principal Executive Offices) (Zip Code)


Delaware	001-33979	26-1259837
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

~~Registrant’s~~750 ~~telephone~~Washington ~~number~~Boulevard, ~~including~~Stamford, ~~area~~Connecticut ~~code:~~06901 (Address of Principal Executive Offices) (~~203~~Zip Code) ~~653-5800~~

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

~~þ Written~~Check ~~communications~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Rule 425~~simultaneously ~~under~~satisfy the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

~~o Soliciting~~þ Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

o ~~Pre-commencement~~ Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

o Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Item 3.03~~o Pre-commencement ~~Material~~communications ~~Modification~~pursuant to Rule 13e-4(c) under the ~~Rights~~Exchange ofAct ~~Security~~(17 ~~Holders~~CFR 240.13e-4(c))

OnTABLE ~~February 24,~~OF 2010, BPW Acquisition Corp. (“BPW”) held a special meeting of stockholders (the “Special Meeting”) to consider, among other proposals, an amendment to BPW’s amended and restated certificate of incorporation to extend BPW’s corporate existence by two months, to twenty-six months in total from the date of its initial public offering. At the Special Meeting, the holders of a majority of BPW’s outstanding shares of common stock voted in favor of the proposal to amend BPW’s certificate of incorporation. Accordingly, on February 24, 2010, BPW filed an amendment (the “Amendment”) to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. The foregoing is qualified in its entirety by reference to the Amendment which is filed herewith as Exhibit 3.1 and incorporated herein by reference. CONTENTS

Item 8.01 Other Events.


	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EX-23.1
EX-99.1

In addition,Table at the Special Meeting, the stockholders of BPW approved the proposal to adopt the Agreement and Plan of Merger, dated as of December 8, 2009, by and among The Talbots, Inc. (“Talbots”), BPW and Tailor Acquisition, Inc. (“Merger Sub”), as amended by the First Amendment to the Agreement and Plan of Merger, dated as of February 16, 2010, by and among Talbots, BPW and Merger Sub. If the merger is completed, Talbots will acquire BPW by means of a merger of Merger Sub with and into BPW, with BPW continuing as the surviving corporation and a wholly-owned subsidiary of Talbots after the merger. Contents

OnItem ~~February 24, 2010, BPW issued a press release announcing, among other items, that BPW stockholders had approved the merger at the Special Meeting~~8.01 AOther ~~copy of the press release is attached hereto as Exhibit 99~~Events.1.

~~***~~This Current Report on Form 8-K is being filed by BPW Acquisition Corp. (“BPW”) to include BPW’s audited financial statements, and notes thereto, for the fiscal years ended December 31, 2009 and 2008. These financial statements will be available for incorporation by reference into certain filings with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, including registration statements.

~~Forward-looking Information~~***

~~The~~Important ~~foregoing~~Additional ~~contains~~Information forward-looking information. This forward-looking information may be identified by such forward-looking terminology as “expect,” “anticipate,” “will,” or similar statements or variations of such terms. Among other forward-looking information, the statements above relating to consummation of the merger and ~~satisfaction~~Where ~~of the other conditions and contingencies~~ to ~~the~~Find ~~consummation of the merger constitute forward-looking statements.~~It

~~Our~~This ~~forward-looking~~communication ~~statements~~does ~~are~~not ~~based~~constitute onan offer to sell or the solicitation of an offer to buy any securities or a ~~series~~solicitation of ~~expectations~~any vote or approval. The Talbots Inc. (“Talbots”) has filed with the SEC, ~~assumptions~~and the SEC has declared effective, ~~estimates~~a ~~and~~Registration Statement on Form S-4 containing a ~~projections~~Prospectus/Proxy ~~about~~Statement/Information ~~our~~Statement ~~company~~regarding ~~which~~the ~~involve~~transactions ~~substantial~~contemplated ~~uncertainty~~by the Agreement and ~~substantial~~Plan ~~risk~~of Merger, dated as of December 8, 2009, by and among Talbots, BPW and Tailor ~~including:~~Acquisition, Inc. (“Merger Sub”), as amended by the ~~risk~~First ~~that~~Amendment to the ~~merger~~Agreement ~~will~~and ~~not~~Plan beof Merger, ~~consummated;~~dated ~~the~~as ~~risk~~of ~~that~~February 16, ~~conditions~~2010, by and ~~other~~among Talbots, BPW and Merger Sub. The final ~~contingencies~~Prospectus/Proxy toStatement/Information ~~consummation~~Statement and ~~closing~~a ~~will~~supplement ~~not~~thereto ~~occur;~~regarding the ~~risk~~proposed transaction ~~that~~have ~~anticipated~~been ~~benefits~~mailed ~~from~~to stockholders of Talbots and BPW. Talbots intends to file a tender offer statement and other documents, as required, with the ~~merger~~SEC ~~may~~in ~~not~~connection bewith ~~realized~~a orrelated exchange ~~may~~offer ~~take~~for ~~longer~~warrants to ~~realize~~purchase ~~than~~shares ~~expected~~of BPW common stock. ~~The~~Investors ~~reader~~and issecurity holders are urged to read the final Prospectus/Proxy Statement/Information Statement, the supplement, the ~~consider~~tender ~~all~~offer ~~such~~statement, ~~factors~~any amendments or supplements thereto and any other relevant documents filed with the SEC when available carefully because they contain important information. IfInvestors and ~~these~~security holders will be able to obtain free copies of the Registration Statement, the final Prospectus/Proxy Statement/Information Statement, the supplement, the tender offer statement, any amendments or supplements thereto and other ~~significant~~documents ~~risks~~filed with the SEC by Talbots and ~~uncertainties~~BPW ~~occur~~through the web site maintained by the SEC at www.sec.gov. In addition, orinvestors ifand ~~our~~security ~~estimates~~holders orwill ~~underlying~~be ~~assumptions~~able ~~prove~~to ~~inaccurate~~obtain free copies of the Registration Statement, ~~our~~the ~~actual~~final Prospectus/Proxy ~~results~~Statement/Information Statement, ~~including~~the ~~actual~~supplement, ~~costs~~the tender offer statement and any amendments or supplements thereto and ~~timing,~~other ~~could~~related ~~differ~~documents ~~materially.~~filed Inby ~~light~~Talbots ofwith the ~~uncertainty~~SEC when ~~inherent~~they become available from Talbots by requesting them in ~~such~~writing ~~forward-looking~~at Investor Relations ~~statements~~Department, ~~you~~One ~~should~~Talbots ~~not~~Drive, ~~consider~~Hingham, ~~their~~MA ~~inclusion~~02043, toor beby atelephone ~~representation~~at ~~that~~(781) 741-4500. ~~such~~The documents ~~forward-looking~~filed ~~matters~~by ~~will~~BPW may also be ~~achieved~~obtained by requesting them in writing to BPW at BPW Acquisition Corp., Doug McGovern at BPW Acquisition Corp., 767 Fifth Avenue, 5th Floor, NY, NY 10153, or by telephone at (212) 287-3200.

~~All~~Item 9.01 ofFinancial ~~our~~Statements ~~forward-looking statements are as of the date of this Form 8-K only,~~ and except as may be required by law or Securities and Exchange Commission (“SEC”) rule or requirement, BPW does not undertake to update or revise any forward-looking statements to reflect actual results, changes in assumptions, estimates or projections, or other circumstances occurring after the date hereofExhibits.

Any public statements or disclosures by BPW following this Form 8-K which modify or impact any of the forward-looking statements contained in or accompanying this Form 8-K will be deemed to modify or supersede such statements in or accompanying this Form 8-K.


Exhibit
Number		Description of Exhibit

23.1		Consent of Independent Registered Public Accounting Firm of BPW Acquisition Corp., Rothstein, Kass & Company, P.C.
99.1		BPW Acquisition Corp. audited financial statements for the years ended December 31, 2009 and 2008.

ImportantTable Additionalof Information and Where to Find It Contents

~~This communication does not constitute an offer to sell or the solicitation of an offer~~SIGNATURES to buy any securities or a solicitation of any vote 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 transaction between Talbots and BPW. The final Prospectus/Proxy Statement/Information Statement and a supplement thereto regarding the proposed transaction have been mailed to stockholders of Talbots and BPW. Talbots intends to file a tender offer statement and other documents, as required, with the SEC in connection with the warrant exchange offer. Investors and security holders are urged to read the final Prospectus/Proxy Statement/Information Statement, the supplement, the tender offer statement, 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 Statement, the final Prospectus/Proxy Statement/Information Statement, the supplement, the tender offer statement, 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 Statement, the final Prospectus/Proxy Statement/Information Statement, the supplement, the tender offer statement and any amendments or supplements thereto and other related documents filed by Talbots with the SEC 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 BPW at BPW Acquisition Corp., Doug McGovern at BPW Acquisition Corp., 767 Fifth Avenue, 5th Floor, NY, NY 10153, or by telephone at (212) 287-3200.

~~Item 9.01~~ Pursuant ~~Financial~~to ~~Statements~~the ~~and~~requirements ~~Exhibits.~~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.

(d) Exhibits


Date: February 26, 2010	BPW ACQUISITION CORP.
	By:	/s/ Gary Barancik
		Name:	Gary Barancik
		Title:	CEO

Exhibit
Number		Exhibit Title
3.1		Amendment, dated February 24, 2010, to the Amended and Restated Certificate of Incorporation of BPW Acquisition Corp.
99.1		Press Release, dated February 24, 2010

~~SIGNATURES~~Exhibit Index

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.


Exhibit
Number		Description of Exhibit

23.1		Consent of Independent Registered Public Accounting Firm of BPW Acquisition Corp., Rothstein, Kass & Company, P.C.
99.1		BPW Acquisition Corp. audited financial statements for the years ended December 31, 2009 and 2008.

	BPW ACQUISITION CORP.
Date: February 24, 2010	By:	/s/ Gary Barancik
		Name:	Gary Barancik
		Title:	CEO

Exhibit Index

Exhibit
Number		Exhibit Title
3.1		Amendment, dated February 24, 2010, to the Amended and Restated Certificate of Incorporation of BPW Acquisition Corp.
99.1		Press Release, dated February 24, 2010

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