As filed with the Securities and Exchange Commission on April 20, 2001
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 registrant 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) (Zip Code)
The Gap, Inc. 1999 Stock Option Plan
(Full Title of the Plan)
Lauri Shanahan, 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: (650) 952-4400
Copies to:
John E. Aguirre, Esq.
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
Calculation of Registration Fee
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to price per offering registration
be registered be registered* share** price** fee**
Common 30,000,000 $23.035 $691,050,000 $172,762.50
Stock, $0.05 par shares
value
* This Registration Statement shall also cover any additional shares of the
Registrant's Common Stock that become issuable under The Gap, Inc. 1999 Stock
Option Plan described herein by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without
the Registrant's receipt of consideration that results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
** Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended, on the basis of
$23.035 per share, the average of the high and low prices per share of the
Common Stock on the New York Stock Exchange on April 16, 2001.
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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 latest annual report of The Gap, Inc. (the "Company" or the
"Registrant") filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); (ii) all other reports
filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the annual report referred to in
clause (i) above; 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, 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
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corporation as an agent of another entity, if he or she acted in good faith and
in a manner he or she 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 or her 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 Amendment No. 1 to The Gap, Inc. 1999 Stock Option Plan.
4.2 The Gap, Inc. 1999 Stock Option Plan (incorporated by reference to Exhibit
4.1 to the Registrant's Registration Statement on Form S-8, Commission File
No. 333-76523).
4.3 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of The Gap, Inc. (incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the year ended January 29,
2000, Commission File No. 1-7562).
4.4 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).
4.5 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).
4.6 Amended Article IV of the 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).
4.7 Form of nonqualified stock option agreement under The Gap, Inc. 1999 Stock
Option Plan (incorporated by reference to Exhibit 4.6 to the Registrant's
Registration Statement on Form S-8, Commission File No. 333-76523).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
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23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 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
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 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 an
employee benefit 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
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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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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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 19th day of
April, 2001.
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 Chief Executive April 19, 2001
Millard S. Drexler Officer
Principal Financial and
Principal Accounting Officer:
/s/ HEIDI KUNZ
- -------------- Executive Vice President and April 19, 2001
Heidi Kunz Chief Financial Officer
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Directors:
*
- -----------------------
Adrian D. P. Bellamy Director April 19, 2001
/s/ Millard S. Drexler
- -----------------------
Millard S. Drexler Director April 19, 2001
*
- -----------------------
Donald G. Fisher Director April 19, 2001
*
- -----------------------
Doris F. Fisher Director April 19, 2001
*
- -----------------------
Robert J. Fisher Director April 19, 2001
*
- -----------------------
Glenda A. Hatchett Director April 19, 2001
- -----------------------
Steven P. Jobs Director
*
- -----------------------
John M. Lillie Director April 19, 2001
*
- -----------------------
Charles R. Schwab Director April 19, 2001
*
- -----------------------
Brooks Walker, Jr. Director April 19, 2001
- -----------------------
Sergio S. Zyman Director
*By: /s/ ANNE B. GUST
------------------
Anne B. Gust
Attorney-in-Fact
A majority of the members of the Board of Directors.
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EXHIBIT INDEX
4.1 Amendment No. 1 to The Gap, Inc. 1999 Stock Option Plan.
4.2 The Gap, Inc. 1999 Stock Option Plan (incorporated by reference to Exhibit
4.1 to the Registrant's Registration Statement on Form S-8, Commission
File No. 333-76523).
4.3 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of The Gap, Inc. (incorporated by reference to Exhibit 3.2
to the Registrant's Annual Report on Form 10-K for the year ended January
29, 2000, Commission File No. 1-7562).
4.4 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).
4.5 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).
4.6 Amended Article IV of the 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).
4.7 Form of nonqualified stock option agreement under The Gap, Inc. 1999 Stock
Option Plan (incorporated by reference to Exhibit 4.6 to the Registrant's
Registration Statement on Form S-8, Commission File No. 333-76523).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, is
contained in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney of Directors.
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