[Schulte Roth & Zabel LLP Letterhead]
(212) 756-2289 yanjun.wei@srz.com
March 25, 2002
VIA EDGAR
- ---------
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Cache, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
On behalf of Cache, Inc. (the "Filing Person"), we hereby transmit a
Registration Statement for filing in connection with the registration under the
Securities Act of common stock of Cache, Inc. to be offered to participants in
the Cache, Inc. 2000 Stock Option and Performance Incentive Plan.
We note that the appropriate filing fee was previously sent by the
Filing Person to the Commission by check.
If you have any questions concerning the transmitted materials, please
do not hesitate to contact Andre Weiss at (212) 756-2431 or the undersigned at
(212) 756-2289. Thank you for your assistance in this matter.
Sincerely,
/s/ Yanjun Wei
Yanjun Wei
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
CACHE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-1588181
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1460 BROADWAY, NEW YORK, NEW YORK 10036
(Address of Principal Executive Offices) (Zip Code)
CACHE, INC.
2000 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
(Full Title of the Plan)
BRIAN WOOLF
CHAIRMAN OF THE BOARD
CACHE, INC.
1460 BROADWAY
NEW YORK, NEW YORK 10036
(212) 575-3200
(Name, Address and Telephone Number of Agent for Service)
Please send copies of all communications to:
ANDRE WEISS
SCHULTE ROTH & ZABEL LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Maximum Maximum
Title of Amount to be Offering Aggregate Amount of
Securities to Registered Price per Offering Registration
be Registered Unit (2) Price (2) Fee
- -------------------------------------------------------------------------------
Common Stock,
par value 550,000 $2.59 (2) $1,424,500 $132
$.01 per shares
share (1)
===============================================================================
(1) Also registered under this Registration Statement are such additional
number of shares of common stock ("Common Stock"), presently
undeterminable, as may be necessary as a result of any stock split, stock
dividend or similar transaction affecting the Common Stock, pursuant to
Rule 416 under the Securities Act of 1933, as amended (the "Securities
Act").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act, based upon the price
at which the options granted to date may be exercised.
EXPLANATORY NOTE
Pursuant to General Instruction C of Form S-8, this Registration
Statement contains a prospectus meeting the requirements of Part I of Form S-3
relating to reofferings by certain persons of shares of Common Stock, par value
$.01 per share, of Cache, Inc. (the "Company") to be acquired pursuant to the
2000 Stock Option and Performance Incentive Plan (the "2000 Plan").
-i-
CACHE, INC.
FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION REQUIRED BY
PART I OF FORM S-3
Form S-3 Item Number Location/Heading in Prospectus
-------------------- ------------------------------
1. Forepart of Registration Statement Cover Page
and Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Cover Table of Contents
Page of Prospectus
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Registered Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Not Applicable
Registered
10. Interests of Named Experts and Experts; Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Documents Incorporated
Information by Reference; Available
Information
13. Disclosure of Commission Position Indemnification
on Indemnification for Securities Act
Liabilities
-ii-
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information required by Part I of Form
S-8 will be sent or given to employees participating in the 2000 Plan as
specified by Rule 428(b)(1) of the Securities Act. These documents and the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act. The information that has been
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the registration statement incorporates) will be delivered
to employees participating in the 2000 Plan, without charge, upon written or
oral request.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
------ ---------------------------------------
The Securities and Exchange Commission (the "Commission") allows the
Registrant to "incorporate by reference" information the Company files with the
Commission. This means that the Company can disclose information to investors by
referring investors to those documents. The information incorporated by
reference is an important part of this Registration Statement. The information
the Company files later with the Commission will automatically update and
supersede older information. The following documents which have been or will in
the future be filed by the Company with the Commission are incorporated in this
Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 2000, as amended on Form 10-K/A dated April 30, 2001, filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), which contains certified financial statements for the Company's
fiscal year ended December 30, 2000.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001, June 30, 2001, and September 30, 2001 filed pursuant to Section
13(a) or 15(d) of the Exchange Act.
3. The Company's Proxy Statement for its Annual Meeting of
Shareholders held on October 2, 2001, filed with the Commission on September 18,
2001 pursuant to Section 14 of the Exchange Act.
4. The description of the Company's Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A filed with the Commission on
April 15, 1982 pursuant to Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
-1-
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in and to be a part of this
Registration Statement from the date of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
------ -------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
------ --------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
------ -----------------------------------------
Limitation of Directors' Liability.
Article VIII of the Company's Articles of Incorporation, as amended,
provides that the Company shall, to the extent permitted by law, (a) indemnify
and hold harmless each person serving as a director or officer of the Company
or, at the request of the Company, as a director or officer of any other
corporation, against any claim or liability arising from service in such
capacity, and (b) reimburse any such person for all costs, legal and other
expenses reasonably incurred by such person in connection with any claim or
liability for which such person is adjudged liable to the extent permitted by
law. Article VIII further provides that nothing contained therein will restrict
the Company from indemnifying or reimbursing any such person in a proper case
although not specifically provided for therein.
Section 607.0850 of the Florida 1989 Business Corporation Act permits
a corporation to indemnify any person serving as a director, officer, employee,
or agent of such corporation or, at the request of such corporation, as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (an "Indemnified Person"), against liability
to third parties or associated expense arising from his service in that capacity
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of such corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Section 607.0850 also permits a corporation to indemnify an
Indemnified Person against liability in derivative actions if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of such corporation, except that, unless court approval is obtained,
no Indemnified Person may be indemnified in respect of a matter to which it is
adjudged to be liable. Except in cases where the Indemnified Person has been
successful on the merits or otherwise in the defense of the action, the
determination that the applicable standard for indemnification has been met must
be made by: (a) a majority vote of a quorum of disinterested directors; (b) a
-2-
majority vote of a committee designated by the board of directors consisting of
two or more disinterested directors; (c) independent legal counsel (i) selected
by the board of directors prescribed in (a) above or the committee prescribed in
(b) above, or (ii) if a quorum of directors cannot be obtained for (a) above and
the committee cannot be designated under (b) above, selected by a majority vote
of the full board of directors; or (d) a majority vote of a quorum of
disinterested shareholders, or, if no such quorum is obtainable, by a majority
vote of disinterested shareholders. A corporation is authorized to make such
further indemnification of Indemnified Persons as is authorized by law, by-law,
agreement, vote of shareholders or disinterested directors or otherwise, unless
a judgment or other final adjudication establishes that his actions, or omission
to act, were material to the cause of action so adjudicated and constitute: (a)
a violation of criminal law unless the Indemnified Person had reasonable cause
to believe his conduct was lawful or had no reasonable cause to believe his
conduct was unlawful; (b) a transaction from which the Indemnified Person
derived an improper personal benefit; (c) in the case of a director, a
circumstance under which the liability provisions of Sec. 607.0834 (with respect
to liability of directors for unlawful distributions) are applicable; or (d)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of a corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder. A
corporation may procure insurance for Indemnified Persons against liability
whether or not it would have the power to indemnify against such liability under
Section 607.0850. Provision is also made for the advancement of expenses prior
to final disposition, subject to repayment unless the Indemnified Person is
ultimately determined to be entitled to indemnification. Provision is also made
that unless the corporation's articles of incorporation provide otherwise, under
certain circumstances, a court may order indemnification and advancement of
expenses, notwithstanding the failure of a corporation to provide
indemnification and despite any contrary determination of the board or of the
shareholders in a particular case.
The Florida 1989 Business Corporation Act provides that a director is
not personally liable for monetary damages to the corporation or any other
person for any statement, vote, decision, or failure to act, regarding corporate
management or policy, by a director, unless (a) the director breached or failed
to perform his duties as a director; and (b) the director's breach of, or
failure to perform, those duties constitutes (1) a violation of the criminal
law, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful; (2) a
transaction from which the director derived an improper personal benefit, either
directly or indirectly; (3) a circumstance under which the liability provisions
of Section 607.0834 (with respect to liability of directors for unlawful
distribution) are applicable; (4) in a proceeding by or in the right of the
corporation to procure a judgment in its favor or by or in the right of a
shareholder, conscious disregard for the best interest of the corporation, or
willful misconduct; or (5) in a proceeding by or in the right of someone other
than the corporation or a shareholder, recklessness or an act or omission which
was committed in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety, or property.
The Company maintains a standard form of directors and officers'
liability insurance policy which provides coverage to the directors and officers
of the Company for certain liabilities.
-3-
Item 7. Exemption from Registration Claimed.
------ -----------------------------------
Not Applicable.
Item 8. Exhibits.
------ --------
The following is a complete list of exhibits filed as a part of this
Registration Statement:
Exhibit No. Document
---------- --------
4.1 Cache, Inc. 2000 Stock Option and
Performance Incentive Plan
5 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Greenberg Traurig, P.A.
(included in Exhibit 5)
24 Powers of Attorney (see pages II-1 and
II-2 of this Registration Statement)
Item 9. Undertakings.
------ ------------
A. To Update Annually.
------------------
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;
(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; and
(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 information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement;
-4-
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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. Incorporation of Subsequent Exchange Act Documents by Reference.
---------------------------------------------------------------
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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. Indemnification of Officers and Directors.
-----------------------------------------
Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
-5-
REOFFER
PROSPECTUS
- ----------
CACHE, INC.
1460 BROADWAY
NEW YORK, NEW YORK 10036
TELEPHONE NO. (212) 575-3200
-----------------
Common Stock, par value $.01 per share
550,000 Shares
-----------------
This Prospectus relates to the subsequent resale or offer for sale in
the NASDAQ National Market System, or otherwise, of shares of common stock, par
value $.01 per share ("Common Stock"), of Cache, Inc., a Florida corporation
(the "Company"), which may be acquired by certain persons who may be deemed
affiliates of the Company pursuant to the purchase by them of shares of Common
Stock upon the exercise of options and other awards granted to them under the
Company's 2000 Stock Option and Performance Incentive Plan (the "2000 Plan"). In
connection with such resales or offers for sale, such persons and the brokers
through whom such shares may be sold may be deemed to be "underwriters" as that
term is defined in Section 2(11) of the Securities Act of 1933, as amended (the
"Securities Act"). The Company will not receive any of the proceeds from the
sale of the shares offered hereby. All expenses of registration incurred in
connection with the registration under the Securities Act and the offering of
the securities hereby will be borne by the Company, but all selling and other
expenses incurred by an individual Registered Stockholder (as defined, herein)
will be borne by such Registered Selling Stockholder.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
contained in this Reoffer Prospectus, and, if given or made, such information or
representations must not be relied upon. This Reoffer Prospectus does not
constitute an offer to sell or solicitation of an offer to buy any of the
securities offered hereby in any state to any person to whom it is unlawful to
make such offer or solicitation.
-----------------
The date of this Prospectus is March 25, 2002.
A-1
TABLE OF CONTENTS
Page
----
The Company.................................................................A-3
Plan of Distribution........................................................A-3
Registered Stockholders.....................................................A-3
Documents Incorporated by Reference.........................................A-5
Experts.....................................................................A-5
Legal Matter................................................................A-5
Available Information.......................................................A-6
A-2
THE COMPANY
The Company is a specialty retailer which operates stores and an
on-line e-commerce web-site (www.cache.com), which sells women's apparel and
accessories under the trade names Cache and Lillie Rubin. As of the date hereof,
the Company operates 224 stores.
The Company was incorporated in the state of Florida on April 25,
1975. The Company's principal executive offices are located at 1460 Broadway,
New York, New York 10036 and its telephone number is (212) 575-3200.
PLAN OF DISTRIBUTION
The shares of Common Stock covered by this Reoffer Prospectus are
being registered by the Company for the account of the Registered Stockholders.
The Company understands that none of such shares will be offered through
underwriters.
Shares of Common Stock covered by this Reoffer Prospectus may be
offered and sold from time to time by the Registered Stockholders through the
NASDAQ National Market System, the over-the-counter market, negotiated
transactions or otherwise, at the prices prevailing at the time of such sales,
at prices relating to such prevailing market prices or at prices otherwise
negotiated. To the Company's knowledge, no specific brokers or dealers have been
designated by the Registered Stockholders nor has any agreement been entered
into in respect of brokerage commissions or for the exclusive or coordinated
sale of any securities which may be offered pursuant to this Reoffer Prospectus.
The Registered Stockholders and any broker dealer through whom sales are made by
the Registered Stockholders may be regarded as "underwriters" within the meaning
of the Securities Act although the Registered Stockholders disclaim such status,
and their compensation may be regarded as underwriters' compensation.
The Company will not receive any of the proceeds from the offering
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by an individual Registered Stockholder will be borne by such
Registered Stockholder.
On March 20, 2002, the closing sales price of the Common Stock, as
reported in the NASDAQ National Market System, was $6.36.
REGISTERED STOCKHOLDERS
This Reoffer Prospectus relates to shares of Common Stock which may be
acquired by certain key employees (the "Registered Stockholders") of the
Company, each of whom may be deemed to be "affiliates" of the Company, pursuant
to the exercise of options and other awards granted to such persons under the
2000 Plan. The address of each Registered Stockholder is c/o Cache, Inc., 1460
Broadway, New York, New York 10036.
A-3
The following table sets forth certain information with respect to the
Registered Stockholders as of March 25, 2002:
Number of Number of Percentage
Shares Shares Acquired Number of of Shares
Beneficially Under the 2000 Shares Bene- Bene-
Owned as of Plan and ficially ficially
Registered Position with March __, Offered Owned After Owned After
Stockholder the Company 2002(1) Hereby(2) Offering Offering(3)
- -------------------------------------------------------------------------------
Brian Woolf Chairman/Chief none 400,000 400,000 4.2%
Executive
Officer/Director
(1) Includes shares of Common Stock underlying options and other awards granted
to each Registered Stockholder under the 2000 Plan only to the extent that
such options and other awards are exercisable as of, or within 60 days of,
March 25, 2002.
(2) Represents all shares of Common Stock underlying options and other awards
granted under the 2000 Plan to each Registered Stockholder, whether or not
exercisable as of, or within 60 days of, March 25, 2002.
(3) Based on approximately 9,091,338 shares of Cache Common Stock outstanding
as of March 25, 2002. Since the shares being reoffered hereby have been
registered pursuant to Rule 415 under the Securities Act and not pursuant
to an underwritten public offering, the number of registered shares to be
sold pursuant hereto and the dates of such sale are not presently
determinable.
Shares of Common Stock covered by this Reoffer Prospectus may be
offered and sold from time to time by the Registered Stockholders through
brokers through the NASDAQ National Market System or otherwise, at the prices
prevailing at the time of such sales. To the Company's knowledge, no specific
brokers or dealers have been designated by the Registered Stockholders nor has
any agreement been entered into in respect of brokerage commissions or for the
exclusive or coordinated sale of any securities which may be offered pursuant to
this Reoffer Prospectus. The Company will pay all expenses of preparing and
reproducing this Reoffer Prospectus, but will not receive any of the proceeds
from sales by any of the Registered Stockholders. On March 20, 2002, the closing
sales price per share of the Common Stock as reported on the NASDAQ National
Market System was $6.36.
A-4
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated herein by reference and made a part hereof are:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 2000, as amended on Form 10-K/A dated April 30, 2001, filed
pursuant to Section 13(a) or 15(d) of the Exchange Act, which contains certified
financial statements for the Company's fiscal year ended December 30, 2000.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001, June 30, 2001, and September 30, 2001 filed pursuant to Section
13(a) or 15(d) of the Exchange Act.
3. The Company's Proxy Statement for its Annual Meeting of
Shareholders held on October 2, 2001, filed pursuant to Section 14 of the
Exchange Act.
4. The description of the Company's Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A filed with the Commission on
April 15, 1982 pursuant to Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description.
The Company also incorporates by reference in this Registration
Statement all reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and before the Company files a post-effective amendment
which indicates that all securities have been sold or which deregisters all
securities remaining unsold.
EXPERTS
The consolidated financial statements and financial statement
schedules of the Company as of December 30, 2000 and for each of the years in
the three-year period ended December 30, 2000, incorporated by reference herein,
have been incorporated by reference herein in reliance upon the reports of
Arthur Andersen LLP, independent certified public accountants, and incorporated
by reference herein and upon the authority of said firm as experts in accounting
and auditing.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock being offered
hereby are being passed upon by Greenberg Traurig, P.A., 1221 Brickell Avenue,
Miami, Florida 33131, special counsel for the Company.
A-5
AVAILABLE INFORMATION
The Company files annual, quarterly, and current reports, proxy
statements and other information with the SEC. It has also filed with the SEC a
Registration Statement on Form S-8 to register the securities being offered in
this prospectus. This prospectus, which forms part of the Registration
Statement, does not contain all of the information included in the Registration
Statement. For further information about the Company and the securities offered
in this prospectus, please refer to the Registration Statement and its exhibits.
The Company's SEC filings may be inspected and copied at the SEC's Public
Reference Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of
such documents can be obtained, upon payment of a duplicating fee, by writing
the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330
for further information on the operation of the public reference rooms. These
SEC filings are also available from the SEC's web site at http://www.sec.gov.
The Common Stock of the Company is quoted on the NASDAQ National Market System.
Reports, proxy statements, informational statements and other information
concerning the Company can be inspected at the offices of the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C.
20006. More information about the Company can be obtained by visiting the
Company's web site at http://www.cache.com.
A copy of any document incorporated by reference in the Registration
Statement (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the Registration Statement incorporates) of which this
Reoffer Prospectus forms a part but which is not delivered with this Reoffer
Prospectus will be provided by the Company without charge to any person
(including any beneficial owner) to whom this Reoffer Prospectus has been
delivered, upon the oral or written request of such person. Such requests should
be directed to Victor J. Coster, Secretary, Cache, Inc., 1460 Broadway, New
York, New York 10036.
A-6
SIGNATURES
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 New York, State of New York, on this 25th day of
March, 2002.
CACHE, INC.
By: /s/ Brian Woolf
----------------------------
Brian Woolf
Chairman of the Board &
Chief Executive Officer
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
appoint Brian Woolf and Thomas E. Reinckens, and each of them, as their
attorneys-in-fact, with full power of substitution, to execute in their names
and on behalf of the Registrant and each such person, individually and in each
capacity stated below, one or more amendments (including post-effective
amendments) to this Registration Statement as the attorney-in-fact acting on the
premise shall from time to time deem appropriate and to file any such amendment
to this Registration Statement with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated, on the 25th day of March, 2002.
Name and Signature Title Date
- ------------------ ----- ----
/s/ Brian Woolf Chairman of the Board/ March 25, 2002
- ------------------------ Chief Executive Officer
Brian Woolf
/s/ Thomas E. Reinckens President/Chief Operating March 25, 2002
- ------------------------ Officer/Director
Thomas E. Reinckens
/s/ Roy C. Smith Executive Vice President/ March 25, 2002
- ------------------------ Director
Roy C. Smith
II-1
/s/ Joseph E. Saul Director March 25, 2002
- ------------------------
Joseph E. Saul
/s/ Morton J. Schrader Director March 25, 2002
- ------------------------
Morton J. Schrader
/s/ Mark E. Goldberg Director March 25, 2002
- ------------------------
Mark E. Goldberg
II-2
EXHIBIT INDEX
-------------
Exhibit No.
- -----------
4.1 Cache, Inc. 2000 Stock Option and Performance
Incentive Plan (1)
5 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Greenberg Traurig, P.A.(included in
Exhibit 5)
24 Powers of Attorney (see pages II-1 and II-2 of this
Registration Statement)
- ---------------
(1) Incorporated by reference to the Company's Definitive Proxy Statement for
the 2000 Annual Meeting of Shareholders.
EXHIBIT 5
[Letterhead of Greenberg Traurig, P.A.]
March 4, 2002
Cache, Inc.
1460 Broadway
New York, New York 10036
Dear Sirs:
We have acted as special counsel to Cache, Inc., a Florida corporation
(the "Company"), in connection with the Company's preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), relating to the offer and sale of an
aggregate of up to 550,000 shares (the "Shares") of the Company's Common Stock,
par value $.01 per share ("Common Stock"), to certain key employees of the
Company and its subsidiaries pursuant to the exercise of stock options and other
awards (the "Options") granted to such persons under the Company's 2000 Stock
Option and Performance Incentive Plan (the "2000 Plan").
In connection therewith, we have reviewed the Company's Articles of
Incorporation, as amended to the date hereof, its By-Laws, copies of actions of
the Board of Directors, the Compensation and Plan Administration Committee of
the Board of Directors and the shareholders relating to the adoption of the 2000
Plan, the 2000 Plan and an officer's certificate (the "Officer's Certificate"),
containing representations to us, executed by an officer of the Company. We have
made no independent investigation of any factual matters relevant to our
opinion, and have relied solely on the representations as to such matters
contained in the Officer's Certificate. We have assumed, but have not
independently verified, that the signatures on the documents examined by us are
genuine.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, assuming that the Company maintains an
adequate number of authorized but unissued shares of Common Stock available for
issuance pursuant to the Options and the 2000 Plan, and assuming that the
Company's consideration for the Shares is actually received by the Company in
accordance with the terms of the Options, the 2000 Plan and Section 607.0621 of
the Florida Business Corporation Act, we are of the opinion that the Shares will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the prospectus which forms a part thereof. In giving such
consent, we do not thereby admit that, we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
GREENBERG TRAURIG, P.A.
/S/ GREENBERG TRAURIG, P.A.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.
New York, New York
March 21, 2002
Arthur Andersen LLP
/s/ Arthur Andersen LLP