AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 2002
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
AEROPOSTALE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 31-1443880
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1372 BROADWAY, 8TH FLOOR
NEW YORK, NEW YORK 10018
(Address of Principal Executive Offices) (Zip Code)
---------------
AEROPOSTALE, INC. 2002 LONG-TERM INCENTIVE PLAN
AEROPOSTALE, INC. 1998 STOCK OPTION PLAN
(Full Title of Plan)
---------------
JULIAN R. GEIGER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
AEROPOSTALE, INC.
1372 BROADWAY, 8TH FLOOR
NEW YORK, NEW YORK 10018
(Name and Address of Agent for Service)
(646) 485-5398
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
JOSHUA N. KORFF, ESQ.
KIRKLAND & ELLIS
CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022-4675
Calculation of Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum
Title of Securities to be Amount to be Offering Price Proposed Maximum Aggregate Amount of
Registered Registered(1) Per Share Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 1,735,556 $23.93(2) $41,531,856(2) $3,821
$.01 per share
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 2,435,218 $0.03(3) $73,057(3) $7
$.01 per share
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 1,147,800 $0.39(4) $447,642(4) $42
$.01 per share
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 411,703 $0.51(5) $209,969(5) $20
$.01 per share
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 673,627 $0.85(6) $572,583(6) $53
$.01 per share
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 65,857 $23.93(7) $1,575,958(7) $145
$.01 per share
- -----------------------------------------------------------------------------------------------------------------------------------
(1) This registration statement relates to 1,735,556 shares subject to
stock options granted or to be granted under the Aeropostale, Inc. 2002
Long-Term Incentive Plan and an aggregate of 4,734,205 shares subject
to stock options granted or to be granted under the Aeropostale, Inc.
1998 Stock Option Plan. This registration statement also relates to
such additional securities as may be offered or issued under the
Aeropostale, Inc. 2002 Long-Term Incentive Plan and the Aeropostale,
Inc. 1998 Stock Option Plan in the event of a stock split, stock
dividend, recapitalization or similar transaction.
(2) Estimated solely for purposes of calculating the Registration Fee
based, pursuant to Rules 457(c) and 457(h)(1) under the Securities Act
of 1933, as amended, on the average of the high and low prices per
share of the Common Stock as reported on the New York Stock Exchange on
June 26, 2002.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to rule 457(h)(1) and based on an exercise price of $0.03 per
share.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to rule 457(h)(1) and based on an exercise price of $0.39 per
share.
(5) Estimated solely for the purpose of calculating the registration fee
pursuant to rule 457(h)(1) and based on an exercise price of $0.51 per
share.
(6) Estimated solely for the purpose of calculating the registration fee
pursuant to rule 457(h)(1) and based on an exercise price of $0.85 per
share.
(7) Estimated solely for purposes of calculating the Registration Fee
based, pursuant to Rules 457(c) and 457(h)(1) under the Securities Act
of 1933, as amended, on the average of the high and low prices per
share of the Common Stock as reported on the New York Stock Exchange on
June 26, 2002.
-2-
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Part I (plan and
registrant information) will be delivered in accordance with Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be, and are not, filed with the Securities and
Exchange Commission (the "Commission"), either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. These documents, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, which are also
incorporated by reference in the Section 10(a) prospectus, other documents
required to be delivered to eligible participants pursuant to Rule 428(b), or
additional information about the Aeropostale, Inc. 1998 Stock Option Plan or the
Aeropostale, Inc. 2002 Long-Term Incentive Plan, will be available without
charge by contacting Michael J. Cunningham, Senior Vice President-Chief
Financial Officer, Aeropostale, Inc., 1372 Broadway, 8th Floor, New York, New
York 10018, (646) 485-5398.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The registrant's prospectus filed with the Commission pursuant
to Rule 424(b) promulgated under the Securities Act, in
connection with the registrant's Registration Statement on
Form S-1 (Reg. No. 333-84056), in which there is set forth the
audited financial statements for the registrant's fiscal year
ended August 4, 2001 and six months ended February 2, 2002;
and
(b) The registrant's Quarterly Report on Form 10-Q for the quarter
ended May 4, 2002.
(c) The registrant's Current Report on Form 8-K dated June 11,
2002.
-3-
(d) The registrant's Registration Statement on Form 8-A (Reg. No.
001-31314) filed with the Commission on May 3, 2002, pursuant
to Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in which there is described the
terms, rights and provisions applicable to the registrant's
common stock, par value $.01 per share.
All reports and other documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but 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 the
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 other 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.
ARTICLE NINE of the Amended and Restated Certificate of
Incorporation (the "Certificate") of the registrant provides, as permitted under
Section 145 of the General Corporation Law of the State Delaware, for
indemnification of, and certain expense advancements to, directors, employees
and agents of corporations under certain conditions and subject to certain
limitations. ARTICLE NINE of the Certificate also provides that the personal
liability of the directors of the registrant is eliminated to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as the same
may be amended or supplemented.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-4-
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index that immediately precedes the
exhibits filed with this Registration Statement.
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;
(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 further undertakes that, for
the 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 Exchange Act
of 1934 (and, where applicable, each filing of any employee
benefit plan's annual report pursuant to 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
-5-
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as the 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 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 express 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.
-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 1st day of July,
2002.
AEROPOSTALE INC.
By: /s/ Julian R. Geiger
------------------------------------
Julian R. Geiger
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Julian R. Geiger and Michael J.
Cunningham his true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorney-in-fact and
agent, full power and authority to do and perform such, each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and on the date indicated.
SIGNATURE CAPACITY DATE
/s/ Julian R. Geiger Chairman and Executive Officer, Director July 1, 2002
- ---------------------------------- (principal executive officer)
Julian R. Geiger
/s/ Michael J. Cunningham Senior Vice President-Chief Financial Officer July 1, 2002
- ---------------------------------- (principal chief financial officer)
Michael J. Cunningham
/s/ Alan C. Siebels Vice President-Controller July 1, 2002
- ---------------------------------- (principal accounting officer)
Alan C. Siebels
/s/ John S. Mills President and Chief Operating Officer, Director July 1, 2002
- ----------------------------------
John S. Mills
/s/ Bodil Arlander Director July 1, 2002
- ----------------------------------
Bodil Arlander
/s/ Mary Elizabeth Burton Director July 1, 2002
- ----------------------------------
Mary Elizabeth Burton
/s/ David Edwab Director July 1, 2002
- ----------------------------------
David Edwab
/s/ John D. Howard Director July 1, 2002
- ----------------------------------
John D. Howard
/s/ Richard Metrick Director July 1, 2002
- ----------------------------------
Richard Metrick
-7-
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
4.1 Amended and Restated Certificate of Incorporation, of the
Registrant. Incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-1, as amended, originally
filed on March 8, 2002 (File No. 333-84062).
4.2 Amended and Restated By-laws of registrant, as amended to
date. Incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form S-1, as amended, originally
filed on March 8, 2002 (File No. 333-84062).
4.3 Aeropostale, Inc. 1998 Stock Option Plan. Incorporated by
reference to Exhibit 10.1 to the Registration Statement on
Form S-1, as amended, originally filed on March 8, 2002 (File
No. 333-84062).
4.4 Aeropostale, Inc. 2002 Long-Term Incentive Plan.
4.5 Stockholders Agreement, dated as of August 3, 1998, by and
among MSS-Delaware, Inc., MSS Acquisition Corp. II, Federated
Specialty Stores, Inc., Julian R. Geiger, David R. Geltzer and
John S. Mills. Incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form S-1, as amended, originally
filed on March 8, 2002 (File No. 333-84062).
4.6 Amendment No. 1 to Stockholders Agreement, dated April 23,
2002, by and among Aeropostale, Inc., Bear Stearns MB
1998-1999 Pre-Fund, LLC and Julian R. Geiger. Incorporated by
reference to Exhibit 10.16 to the Registration Statement on
Form S-1, as amended, originally filed on March 8, 2002 (File
No. 333-84062).
5.1 Opinion of Kirkland & Ellis, counsel to the registrant.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Kirkland & Ellis (included in Exhibit 5.1).
24.1 Powers of Attorney (included in signature page).
-8-