1
As filed with the Securities and Exchange Commission
on November 12, 1996
Registration No. __________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ABERCROMBIE & FITCH CO.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
31-1469076
------------------------------------
(I.R.S. Employer Identification No.)
Four Limited Parkway, Reynoldsburg, Ohio 43230
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
ABERCROMBIE & FITCH
1996 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS
-------------------------------------------
(Full title of the plan)
SAMUEL P. FRIED
Vice President, General Counsel and Secretary
Abercrombie & Fitch Co.
Four Limited Parkway
Reynoldsburg, Ohio 43068
(614) 577-6500
- --------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
=======================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered Share* Price* Registration Fee
- --------------------------------------------------------------------------------------------------------
Common Stock
$0.01 par value 100,000 shares $22.5625 $2,256,250 $683.71
========================================================================================================
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, based upon the
average of the high and low prices reported in the New York Stock Exchange
consolidated reporting system as of November 6, 1996.
2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
----------------------------------------------
Item 3. Incorporation of Documents By Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) Prospectus contained in the Registrant's Amendment No. 2 to
Registration Statement on Form S-1 (Reg. No. 333-8231), filed by the Registrant
with the Securities and Exchange Commission (the "Commission") on August 28,
1996.
(b) All reports, if any, filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
October 1, 1996.
(c) The description of the Registrant's Class A Common Stock, $.01 par
value, set forth in the Registrant's Amendment No.2 to Registration Statement on
Form S-l filed with the Commission on August 28, 1996 ("Common Stock").
All documents filed by the Registrant with the Commission after the
date of this Registration Statement under Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, and before the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides for
indemnification of directors and officers against any legal liability (other
than liability arising from derivative suits) if the officer or director acted
in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation. In criminal actions, the
officer or director must also have had no reasonable cause to believe that his
conduct was unlawful. A corporation may indemnify an officer or director in a
derivative suit if the officer or director acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interest of the
corporation unless the officer or director is found liable to the corporation.
However, if the Court of Chancery or the court in which such action or suit was
brought determines that the officer or director is fairly and reasonably
entitled to indemnity, then the Court of Chancery or such other court may permit
indemnity for such officer or director to the extent it deems proper.
2
3
The Registrant's Bylaws provide generally that the Registrant shall
indemnify its present and past directors and officers to the fullest extent
permitted by the laws of Delaware as they may exist from time to time. Directors
and officers of the Registrant and its subsidiaries are indemnified generally
against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal. The Registrant's Bylaws also provide
that indemnification thereunder is not exclusive, and the Registrant may agree
to indemnify any person as provided therein. The Registrant is a party to
indemnification agreements with its directors and officers. The agreements
provide that the Registrant will indemnify such directors and officers to the
fullest extent permitted by applicable law, and require the Registrant to
maintain directors' and officers' liability insurance at the level in effect
when the relevant indemnification agreement was executed and to advance expenses
upon the request of an officer or director.
The Registrant's Certificate of Incorporation provides that directors
of the Registrant shall not be held personally liable to the Registrant
or its stockholders for monetary damages arising from certain breaches of their
fiduciary duties. The provision does not insulate directors from personal
liability for (i) breaches of their duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not taken in good faith or that involve
intentional misconduct or knowing violation of law, (iii) transactions in which
the director derives any improper personal benefit or (iv) unlawfully voting to
pay dividends or to repurchase or redeem stock.
The Registrant maintains insurance policies providing for
indemnification of directors and officers and for reimbursement to the
Registrant for monies which it may pay as indemnity to any director or officer,
subject to the conditions and exclusions of the policies and specified
deductible provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index on page 6.
Item 9. Undertakings.
(a) Rule 415 Offering.
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 (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;
3
4
(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 by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.
(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) Filings Incorporating 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 under Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
under 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.
(h) Filing of Registration Statement on Form S-8.
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.
4
5
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 Reynoldsburg, State of Ohio, on November 7, 1996.
ABERCROMBIE & FITCH CO.
(The Registrant)
By /s/ Kenneth B. Gilman
-----------------------
Kenneth B. Gilman,
Vice Chairman
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 November 7, 1996.
Signature Title
- --------- -----
* Chairman of the Board
- ----------------------
Leslie H. Wexner
/s/ Kenneth B. Gilman Vice Chairman of the Board
- ----------------------
Kenneth B. Gilman
* President, Chief Executive
- ---------------------- Officer and Director
Michael S. Jeffries (principal executive officer)
* Vice President-Chief Financial Officer
- ---------------------- (principal financial and
Seth R. Johnson accounting officer)
* Director
- ----------------------
E. Gordon Gee
* Director
- ----------------------
Donald B. Shackelford
* Director
- ----------------------
Roger D. Blackwell
*Kenneth B. Gilman, by signing his name hereto, signs this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
By /s/ Kenneth B. Gilman
-------------------------
Kenneth B. Gilman,
Attorney-in-Fact
5
6
EXHIBIT INDEX
-------------
The following exhibits are filed as part of this Registration Statement:
Exhibit
-------
4.1 Form of Amended as Restated Certificate of Incorporation of the
Registrant incorporated by reference to Exhibit 3.1 of the
Registrant's Amendment No. 2 to Registration Statement on Form S-1
(Reg. No. 333-8231), filed by the Registrant with the Securities
and Exchange Commission on August 28, 1996.
4.2 Form of Bylaws of the Registrant incorporated by reference to
Exhibit 3.1 of the Registrant's Amendment No. 2 to Registration
Statement on Form S-1 (Reg. No. 333-8231), filed by the Registrant
with the Securities and Exchange Commission on August 28, 1996.
4.3 Copy of the Abercrombie & Fitch Co. 1996 Stock Plan for
Non-Associate Directors.
5.1 Legal opinion of Samuel P. Fried, Esq., Vice President, General
Counsel and Secretary of the Registrant.
23.1 Consent of Coopers & Lybrand L.L.P..
23.2 Consent of Samuel Fried, Vice President, General Counsel and
Secretary of the Registrant (included in the opinion filed as
Exhibit 5.1).
24 Powers of Attorney.