UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 16, 2005
TIFFANY & CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-9494 13-3228013
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
727 FIFTH AVENUE, NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 755-8000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Registrant makes various grants and awards of cash, stock and stock units, and
provides various benefits, to its directors, executive officers and other
management employees pursuant to its 1998 Directors Option Plan and 1998
Employee Incentive Plan and pursuant to various retirement plans, formal
agreements and informal agreements. As part of its annual review of
compensation, the Compensation Committee of Registrant's Board of Directors made
various changes to date in fiscal 2005. Forms of changed awards, terms and
agreements subject to such changes made in fiscal 2005 are attached as exhibits
hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.49 Form of Indemnity Agreement, approved by the Board of Directors on
March 11, 2005 for use with all directors and executive officers.
10.109 Summary of informal incentive cash bonus plan for managerial
employees.
10.114 1994 Tiffany and Company Supplemental Retirement Income Plan,
Amended and Restated as of March 7, 2005.
10.139 Form of Fiscal 2005 Cash Incentive Award Agreement for certain
executive officers under Registrant's 1998 Employee Incentive Plan.
10.140 Form of Terms of Performance Based Restricted Stock Unit Grants to
Executive Officers under Registrant's 1998 Employee Incentive Plan.
10.141 Form of Non-Competition and Confidentiality Covenants for use in
connection with Performance-Based Restricted Stock Unit Grants to
Registrant's Executive Officers and Time-Vested Restricted Unit
Awards made to other officers of Registrant's affiliated companies
pursuant to the Registrant's 1998 Employee Incentive Plan and
pursuant to the Tiffany and Company Un-funded Retirement Income Plan
to Recognize Compensation in Excess of Internal Revenue Code Limits.
10.142 Terms of Stock Option Award (Transferable Non-Qualified Option)
under Registrant's 1998 Directors Options Plan as revised March 7,
2005.
10.143 Terms of Stock Option Award (Standard Non-Qualified Option) under
Registrant's 1998 Employee Incentive Plan as revised March 7,2005.
10.144 Terms of Stock Option Award (Transfereable Non-Qualified Option)
under Registrant's 1998 Employee Incentive Plan as revised March 7,
2005 (form used for Executive Officers).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TIFFANY & CO.
BY: /s/ Patrick B. Dorsey
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Patrick B. Dorsey
Senior Vice President, General Counsel
and Secretary
Date: March 16, 2005
EXHIBIT INDEX
Exhibit No. Description
10.49 Form of Indemnity Agreement, approved by the Board of
Directors on March 11, 2005 for use with all directors and
executive officers.
10.109 Summary of informal incentive cash bonus plan for managerial
employees.
10.114 1994 Tiffany and Company Supplemental Retirement Income Plan,
Amended and Restated as of March 7, 2005.
10.139 Form of Fiscal 2005 Cash Incentive Award Agreement for
certain executive officers under Registrant's 1998 Employee
Incentive Plan.
10.140 Form of Terms of Performance Based Restricted Stock Unit
Grants to Executive Officers under Registrant's 1998 Employee
Incentive Plan.
10.141 Form of Non-Competition and Confidentiality Covenants for use
in connection with Performance-Based Restricted Stock Unit
Grants to Registrant's Executive Officers and Time-Vested
Restricted Unit Awards made to other officers of Registrant's
affiliated companies pursuant to the Registrant's 1998
Employee Incentive Plan and pursuant to the Tiffany and
Company Un-funded Retirement Income Plan to Recognize
Compensation in Excess of Internal Revenue Code Limits.
10.142 Terms of Stock Option Award (Transferable Non-Qualified
Option) under Registrant's 1998 Directors Options Plan as
revised March 7, 2005.
10.143 Terms of Stock Option Award (Standard Non-Qualified Option)
under Registrant's 1998 Employee Incentive Plan as revised
March 7, 2005.
10.144 Terms of Stock Option Award (Transfereable Non-Qualified
Option) under Registrant's 1998 Employee Incentive Plan as
revised March 7, 2005 (form used for Executive Officers).