Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
THE GAP, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 94-1697231
(State or jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
One Harrison Street, San Francisco, CA 94105
(Address of Principal Executive Offices)
GAPSHARE
(Full Title of the Plan)
Anne B. Gust, Esq.
The Gap, Inc.
One Harrison Street
San Francisco, CA 94105
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(415) 291-2515
Copies to:
John E. Aguirre, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, CA 94111
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
securities to be registered maximum maximum fee*
be registered offering aggregate
price per offering
share* price*
Common Stock** 2,000,000 $43.9375 $87,875,000.00 $30,302.00
shares
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), on the basis of $43.9375, the average of the
high and low prices of shares on the New York Stock Exchange on
January 19, 1996.
** In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) The Gap, Inc.'s (the "Company") latest annual report and
GapShare's (the "Plan") latest annual report filed pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); (ii) all
other reports filed by the Company pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Company's latest
annual report; and (iii) the description of the Company's common stock set
forth in the Company's Registration Statement on Form 8-B relating thereto,
including any amendment or report filed for the purpose of updating such
description. All documents filed by the Company or the Plan after the date
of this registration statement pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
(that indicates all securities offered have been sold or deregisters all
securities then remaining unsold), shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Company, as permitted in Section 102
of the General Corporation Law of the State of Delaware (the "GCL"),
eliminates the personal liability of a director to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
paying a dividend or approving a stock repurchase in violation of Delaware
law, or (iv) any transaction from which the director derived any improper
personal benefit.
Under the Certificate of Incorporation, each director and officer of the
Company is entitled to indemnification, as a matter of contractual right, to
the fullest extent permitted by the GCL as the same exists or may hereafter
be amended, against all expenses, liability and loss incurred in connection
with any action, suit or proceeding in which he or she may be involved by
reason of the fact that he or she is or was a director or officer of the
Company. Section 145 of the GCL empowers a corporation to indemnify any
director or officer, or former director or officer against expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding (other than a
derivative action) by reason of the fact that he or she is or was a director
or officer or is or was serving at the request of the corporation as an agent
of another entity, if he or she acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful. In regard to a derivative action,
indemnification may not be made in respect of any matter as to which an
officer or director is adjudged to be liable unless the Delaware Court of
Chancery, or the court in which such action was brought, shall determine such
person is fairly and reasonably entitled to indemnity.
The Company carries insurance policies in standard form indemnifying its
directors and officers against liabilities arising from certain acts performed
by them in their respective capacities as such. The policies also provide for
reimbursement of the Company for any sums it may be required or permitted to
pay pursuant to applicable law to its directors and officers by way of
indemnification against liabilities incurred by them in their capacities as
such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 GapShare Plan Document.
4.2 Certificate of Incorporation of The Gap, Inc. (incorporated by
reference to Exhibit 3.1 to the registrant's Annual Report on Form
10-K for the year ended January 30, 1993, Commission File No. 1-7562).
4.3 By-Laws of The Gap, Inc. (incorporated by reference to Exhibit C to
the registrant's Proxy Statement for its May 24, 1988 annual meeting
of stockholders, Commission File No. 1-7562).
4.4 Amended Article IV of the Bylaws of The Gap, Inc.
5.1 Undertaking re Status of Favorable Determination Letter Covering
the Plan.
The Gap, Inc. (the "Company") has received a favorable
determination letter from the Internal Revenue Service (the "IRS")
concerning GapShare's (the "Plan") qualification under
Section 401(a) and related provisions of the Internal Revenue Code
of 1986, as amended. In addition, the Company will submit any
future amendments to the Plan to the IRS for a favorable
determination that the Plan, as amended, continues to so qualify.
23.1 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney of Directors.
24.2 Power of Attorney of Retirement Committee.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933 each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of the Plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
Signatures
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California on the 23rd day
of January, 1996.
THE GAP, INC.
(Registrant)
/s/ Millard S. Drexler
Millard S. Drexler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dated indicated.
Signature Title Date
Principal Executive Officer:
/s/Millard S. Drexler
Millard S. Drexler President and January 23, 1996
Chief Executive
Officer
Principal Financial and
Principal Accounting Officer:
/s/ Warren R. Hashagen
Warren R. Hashagen Senior Vice January 23, 1996
President and
Chief Financial
Officer
Directors:
/s/ Adrian D. P. Bellamy
Adrian D. P. Bellamy Director January 23, 1996
/s/ John G. Bowes
John G. Bowes Director January 23, 1996
/s/ Millard S. Drexler
Millard S. Drexler Director January 23, 1996
/s/ Donald G. Fisher
Donald G. Fisher Director January 23, 1996
/s/ Doris F. Fisher
Doris F. Fisher Director January 23, 1996
/s/ Robert J. Fisher
Robert J. Fisher Director January 23, 1996
/s/ Lucie J. Fjeldstad
Lucie J. Fjeldstad Director January 23, 1996
/s/ William A. Hasler
William A. Hasler Director January 23, 1996
/s/ John M. Lillie
John M. Lillie Director January 23, 1996
/s/ Charles R. Schwab
Charles R. Schwab Director January 23, 1996
/s/ Brooks Walker, Jr.
Brooks Walker, Jr. Director January 23, 1996
*By: /s/ Anne B. Gust
Anne B. Gust
Attorney-in-Fact
A majority of the members of the Board of Directors.
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Plan has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State
of California, on the 23rd day of January, 1996.
GAPSHARE
Signature Title Date
/s/ Peter M. Brooks January 23, 1996
Peter M. Brooks Member of the
Retirement
Committee
/s/ Joanne K. Garrison January 23, 1996
Joanne K. Garrison Member of the
Retirement
Committee
/s/ William Guibor January 23, 1996
William Guibor Member of the
Retirement
Committee
/s/ Warren R. Hashagen January 23, 1996
Warren R. Hashagen Member of the
Retirement
Committee
/s/ William R. Jaeger January 23, 1996
William R. Jaeger Member of the
Retirement
Committee
/s/ Adrienne M. Johns January 23, 1996
Adrienne M. Johns Member of the
Retirement
Committee
/s/ Richard S. McKinley January 23, 1996
Richard S. McKinley Member of the
Retirement
Committee
/s/ Stanley Raggio January 23, 1996
Stanley Raggio Member of the
Retirement
Committee
By:/s/ Anne B. Gust
Anne B. Gust
Attorney-in-Fact
A majority of the members of the Retirement Committee.
EXHIBIT INDEX
4.1 GapShare.
4.2 Certificate of Incorporation of The Gap, Inc. (incorporated by
reference to Exhibit 3.1 to the registrant's Annual Report on
Form 10-K for the year ended January 30, 1993, Commission File
No. 1-7562).
4.3 By-Laws of The Gap, Inc. (incorporated by reference to Exhibit C
to the registrant's Proxy Statement for its May 24, 1988 annual
meeting of stockholders, Commission File No. 1-7562).
4.4 Amended Article IV of the Bylaws of The Gap, Inc.
5.1 Undertaking re Status of Favorable Determination Letter Covering
the Plan (see Item 8 of this Registration Statement).
23.1 Consent of Deloitte & Touche.
24.1 Power of Attorney of Directors.
24.2 Power of Attorney of Retirement Committee.