As filed with the Securities and Exchange Commission on March 11, 2014
File No. 001-09769
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
to
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
Lands’ End, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 36-2512786 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
1 Lands’ End Lane Dodgeville, Wisconsin | 53595 | |
| (Address of principal executive offices) | (Zip Code) | |
(608) 935-9341
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on which Each Class is to be Registered | |
| Common Stock, par value $0.01 per share | The NASDAQ Stock Market LLC |
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
LANDS’ END, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1. Business.
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Person Transactions—Our Relationship with Sears Holdings Following the Spin-Off,” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
Item 1A. Risk Factors.
The information required by this item is contained under the sections of the information statement entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.” Those sections are incorporated herein by reference.
Item 2. Financial Information.
The information required by this item is contained under the sections of the information statement entitled “Capitalization,” “Selected Historical Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Those sections are incorporated herein by reference.
Item 3. Properties.
The information required by this item is contained under the section of the information statement entitled “Business—Facilities and Store Locations.” That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.
Item 5. Directors and Executive Officers.
The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.
Item 6. Executive Compensation.
The information required by this item is contained under the sections of the information statement entitled “Executive Compensation” and “Certain Relationships and Related Person Transactions.” Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is contained under the sections of the information statement entitled “Management” and “Certain Relationships and Related Person Transactions.” Those sections are incorporated herein by reference.
Item 8. Legal Proceedings.
The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.
Item 9. Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters.
The information required by this item is contained under the sections of the information statement entitled “Dividend Policy,” “Capitalization,” “The Spin-Off,” “Executive Compensation” and “Description of Our Capital Stock.” Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities.
The information required by this item is contained under the sections of the information statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Our Capital Stock.” Those sections are incorporated herein by reference.
Item 11. Description of Registrant’s Securities to be Registered.
The information required by this item is contained under the sections of the information statement entitled “Dividend Policy,” “The Spin-Off,” and “Description of Our Capital Stock.” Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers.
The information required by this item is contained under the section of the information statement entitled “Description of Our Capital Stock—Indemnification and Limitation of Liability of Directors and Officers.” That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained under the section of the information statement entitled “Index to Audited Financial Statements,” “Index to Unaudited Financial Statements” and the financial statements referenced therein. That section is incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 15. Financial Statements and Exhibits.
(a) Financial Statements
The information required by this item is contained under the section of the information statement entitled “Index to Audited Financial Statements,” “Index to Unaudited Financial Statements” and the financial statements referenced therein. That section is incorporated herein by reference.
(b) Exhibits
See below.
The following documents are filed as exhibits hereto:
Exhibit Number | Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement by and between Sears Holdings Corporation and Lands’ End, Inc.** | |
| 3.1 | Form of Amended and Restated Certificate of Incorporation of Lands’ End, Inc.*** | |
| 3.2 | Form of Amended and Restated Bylaws of Lands’ End, Inc.*** | |
| 10.1 | Form of Transition Services Agreement by and between Sears Holdings Management Corporation and Lands’ End, Inc.** | |
| 10.2 | Form of Tax Sharing Agreement by and between Sears Holdings Corporation and Lands’ End, Inc.*** | |
| 10.3 | Form of Master Lease Agreement by and between Sears, Roebuck and Co. and Lands’ End, Inc.**† | |
| 10.4 | Form of Master Sublease Agreement by and between Sears, Roebuck and Co. and Lands’ End, Inc.**† | |
| 10.5 | Form of Lands’ End Shops at Sears Retail Operations Agreement by and between Sears, Roebuck and Co. and Lands’ End, Inc.*** | |
| 10.6 | Form of Shop Your WaySM Retail Establishment Agreement by and between Sears Holdings Management Corporation and Lands’ End, Inc.***† | |
| 10.7 | Form of Financial Services Agreement by and between Sears Holdings Management Corporation and Lands’ End, Inc.*** | |
| 10.8 | Form of Buying Agency Agreement by and between Sears Holdings Global Sourcing, Ltd. and Lands’ End, Inc.** | |
| 10.9 | Letter from Sears Holdings Corporation to Edgar Huber relating to employment, dated July 18, 2011.***† | |
| 10.10 | Executive Severance Agreement dated and effective as of July 18, 2011 between Sears Holdings Corporation and its affiliates and subsidiaries and Edgar Huber.***† | |
| 10.11 | Letter from Lands’ End, Inc. to Michael Rosera relating to employment, dated June 27, 2012.*** | |
| 10.12 | Executive Severance Agreement dated and effective as of July 2, 2012 between Sears Holdings Corporation and its affiliates and subsidiaries and Michael Rosera.***† | |
| 10.13 | Letter from Lands’ End, Inc. to Karl Dahlen relating to employment, dated January 31, 2014.*** | |
| 10.14 | Executive Severance Agreement dated and effective as of February 3, 2014 between Sears Holdings Corporation and its affiliates and subsidiaries and Karl Dahlen.***† | |
| 10.15 | Letter from Lands’ End, Inc. to Michele Donnan Martin relating to employment, dated September 19, 2013.*** | |
| 10.16 | Executive Severance Agreement dated and effective as of September 19, 2013 between Sears Holdings Corporation and its affiliates and subsidiaries and Michele Donnan Martin.***† | |
| 10.17 | Executive Severance Agreement dated and effective as of January 21, 2013 between Sears Holdings Corporation and its affiliates and subsidiaries and Kelly Ritchie.***† | |
| 10.18 | Form of Director Compensation Policy of Lands’ End, Inc.** | |
| 10.19 | Form of Lands’ End, Inc. Umbrella Incentive Plan* | |
| 10.20 | Form of Lands’ End, Inc. Annual Incentive Plan* | |
Exhibit Number | Exhibit Description | |
| 10.21 | Form of Lands’ End, Inc. Long-Term Incentive Plan* | |
| 10.22 | Form of Lands’ End, Inc. Cash Long-Term Incentive Plan* | |
| 10.23 | Form of Lands’ End, Inc. 2014 Stock Plan* | |
| 21.1 | Subsidiaries of Lands’ End, Inc.*** | |
| 99.1 | Information Statement of Lands’ End, Inc., preliminary and subject to completion, dated March 11, 2014.** | |
| 99.2 | Form of Notice of Internet Availability of Information Statement Materials.* | |
| * | To be filed by amendment. |
| ** | Filed herewith. |
| *** | Previously filed. |
| † | Confidential treatment requested as to certain terms in this agreement; these terms have been omitted from this filing and filed separately with the Securities and Exchange Commission. |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| LANDS’ END, INC. | ||
| By: | /s/ Edgar O. Huber | |
| Name: | Edgar O. Huber | |
| Title: | Chief Executive Officer | |
Date: March 11, 2014