As filed with the Securities and Exchange Commission on September 24, 1997
Registration No. 333-
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)
The Gap, Inc. Nonemployee
Director Deferred Compensation Plan
(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) 427-2000
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** 200,000 $52.25 $10,450,000 $3,166.67
shares
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), on the basis of $52.25, the average of the high
low prices of shares on the New York Stock Exchange on September 19, 1997.
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 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 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 Bylaws of the Company, each director and officer of the
Company is entitled to indemnification, 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 The Gap, Inc. Nonemployee Director Deferred Compensation Plan
(the "Plan").
4.2 Amended and Restated 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 By-Laws of The Gap, Inc. (incorporated
by reference to Exhibit 4.4 to the registrant's Registration
Statement on Form S-8, Commission File No. 333-00417).
4.5 Form of Discounted Stock Option Agreement under the Plan.
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
15.1 Letter re unaudited financial information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in
Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney of Directors.
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
September, 1997.
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 President and September 23, 1997
Millard S. Drexler Chief Executive
Officer
Principal Financial and
Principal Accounting Officer:
/s/ Warren R. Hashagen Senior Vice September 23, 1997
Warren R. Hashagen President and
Chief Financial
Officer
Directors:
*
Adrian D. P. Bellamy Director September 23, 1997
*
John G. Bowes Director September 23, 1997
*
Millard S. Drexler Director September 23, 1997
*
Donald G. Fisher Director September 23, 1997
*
Doris F. Fisher Director September 23, 1997
*
Robert J. Fisher Director September 23, 1997
*
Lucie J. Fjeldstad Director September 23, 1997
*
William A. Hasler Director September 23, 1997
*
John M. Lillie Director September 23, 1997
*
Charles R. Schwab Director September 23, 1997
*
Brooks Walker, Jr. Director September 23, 1997
*
Sergio Zyman Director September 23, 1997
*By: /s/ Anne B. Gust
Anne B. Gust
Attorney-in-Fact
A majority of the members of the Board of Directors.
EXHIBIT INDEX
4.1 The Gap, Inc. Nonemployee Director Deferred Compensation Plan
(the "Plan").
4.2 Amended and Restated 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 By-Laws of The Gap, Inc. (incorporated
by reference to Exhibit 4.4 to the registrant's Registration
Statement on Form S-8, Commission File No. 333-00417).
4.5 Form of Discounted Stock Option Agreement under the Plan.
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
15.1 Letter re unaudited financial information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in
Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney of Directors.