As filed with the Securities and Exchange Commission on March 5, 2002
Registration No. 333-**
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CHICO'S FAS, INC.
(Exact name of company as specified in its charter)
Florida 59-2389435
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
11215 Metro Parkway
Fort Myers, Florida 33912
(Address of principal executive offices) (Zip Code)
Chico's FAS, Inc.
Deferred Compensation Plan
(Full title of the plan)
Marvin J. Gralnick
Chief Executive Officer
Chico's FAS, Inc.
11215 Metro Parkway
Fort Myers, Florida 33912
(Name and address of agent for service)
(941) 277-6200
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered (1) per share (1) offering price (1) registration fee (1)
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Deferred Compensation
Obligations n/a n/a $20,000,000 $1,840
Plan Interests n/a n/a n/a n/a
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(1) This Registration Statement covers $20,000,000 of deferred compensation
obligations of the Registrant which may be offered or sold under the
Registrant's Deferred Compensation Plan; and (ii) an indeterminate
amount of plan interests which may be offered or sold under the
Registrant's Deferred Compensation Plan. Pursuant to Division of
Corporate Finance Manual of Publicly Available Telephone
Interpretations, July 1997 Interpretation G68, there is no fee required
where an indeterminate number of plan interests are being registered.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the U.S. Securities and Exchange
Commission (the "Commission") by Chico's FAS, Inc. (the "Company") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Form S-8 Registration Statement (the
"Registration Statement") and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
February 3, 2001 (the "Form 10-K"); and
2. Each of the Company's Quarterly Reports on Form 10-Q filed since
the Form 10-K.
All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents or reports. 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 other subsequently filed document which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified shall not be deemed to
constitute a part of this Registration Statement except as so modified and any
statement so superseded shall not be deemed to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
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Not Applicable
Item 5. Interests of Named Experts and Counsel.
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Not Applicable
II-1
Item 6. Indemnification of Directors and Officers.
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The Florida Business Corporation Act, as amended (the "Florida Act")
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director 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 corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceeding by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that such person 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 corporation, except that no indemnification shall be made in respect of any
claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers or directors
are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (i) a violation
of the criminal law, unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe it
was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation; or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a a shareholder.
Article VI of the Company's By-laws provides that the Company shall indemnify
any director, officer or employee or any former director, officer or employee to
the full extent permitted by law.
The Company has purchased insurance with respect to, among other
things, the liabilities that may arise under the statutory provisions referred
to above. The directors and officers of the Company also are insured against
certain liabilities, including certain liabilities arising under the Securities
Act of 1933, which might be incurred by them in such capacities and against
which they may or may not be indemnified by the Company.
The Company has entered into indemnity agreements with each of its
directors and executive officers. The indemnity agreements create certain
indemnification obligations of the Company in favor of the directs and executive
officers and, as permitted by applicable law, clarify and expand the
circumstances under which a director or executive officer will be indemnified.
Item 7. Exemption from Registration Claimed.
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Not Applicable
II-2
Item 8. Exhibits.
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Exhibit Numbers Exhibit
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4.1 Amended and Restated Articles of Incorporation of
Registrant, as amended (incorporated herein by
reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8 (Commission File
No. 333-44678), as filed with the Commission on
August 28, 2000).
4.2 Amended and Restated Bylaws (incorporated herein by
reference to Exhibit 3.4 to the Company's Form 10-Q
for the Quarter ended September 1, 1992, as filed
with the Commission on October 15, 1992).
5 Opinion of Counsel
23.1 Consent of Counsel (incorporated by reference into
Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included as part of the signature
page)
99.1 Deferred Compensation Plan
Item 9. Undertakings.
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The undersigned 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 subparagraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those subparagraphs is contained in
periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(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.
The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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.
II-3
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 State of Florida, on this 5th day of March, 2002.
Chico's FAS, Inc.
By: /s/ Marvin J. Gralnick
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Name: Marvin J. Gralnick
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of the 5th day of March, 2002 by
or on behalf of the following persons in the capacities indicated.
Each person, in so signing, also makes, constitutes and appoints Marvin
J. Gralnick, Charles J. Kleman and Scott A. Edmonds, and each of them, his or
her true and lawful attorney-in-fact, in his or her name, place and stead to
execute and cause to be filed with the Securities and Exchange Commission any or
all amendments to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, and to do and perform each
and every act and thing necessary to effectuate the same.
/s/ Marvin J. Gralnick /s/ Verna K. Gibson
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Marvin J. Gralnick Verna K. Gibson
Chief Executive Officer Director
and Director
/s/ Charles J. Kleman /s/ Ross E. Roeder
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Charles J. Kleman Ross E. Roeder
Chief Financial Officer, Director
Executive Vice President - Finance
Director
/s/ Helene B. Gralnick /s/ John W. Burden
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Helene B. Gralnick John W. Burden
Director Director
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Committee appointed under the Plan has duly caused this Registration
Statement to be signed on behalf of the Plan by the undersigned, thereunto duly
authorized, in the State of Florida, on this 5th day of March, 2002.
CHICO'S FAS, INC. DEFERRED COMPENSATION PLAN
By: /s/ Scott Edmonds
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Scott Edmonds, President and Chief Operating Officer
II-5
INDEX TO EXHIBITS
Exhibit Numbers Exhibit
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4.1 Amended and Restated Articles of Incorporation of
Registrant, as amended (incorporated herein by reference to
Exhibit 4.1 to the Company's Registration Statement on Form
S-8 (Commission File No. 333-44678), as filed with the
Commission on August 28, 2000).
4.2 Amended and Restated Bylaws (incorporated herein by
reference to Exhibit 3.4 to the Company's Form 10-Q for the
Quarter ended September 1, 1992, as filed with the
Commission on October 15, 1992).
Opinion of Counsel
5
Consent of Counsel (incorporated by reference into Exhibit 5)
23.1
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included as part of the signature page)
99.1 Deferred Compensation Plan