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As filed on July 30, 1998 Registration No. ___-_____
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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
ABERCROMBIE & FITCH CO.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 31-1469076
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
Four Limited Parkway East, Reynoldsburg, Ohio 43068
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(Address of Principal Executive Offices) (Zip Code)
ABERCROMBIE & FITCH CO. 1996 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
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(1998 RESTATEMENT)
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ABERCROMBIE & FITCH CO. 1996 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS
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(1998 RESTATEMENT)
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(Full Title of the Plans)
SETH R. JOHNSON
Vice President and Chief Financial Officer
Abercrombie & Fitch Co.
Four Limited Parkway East
Reynoldsburg, Ohio 43068
(614) 577-6500
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(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered(1) Share(2) Price(2) Registration Fee
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Class A Common
Stock, $.01 par
value 2,100,000 shares $45.59375 $95,746,875 $28,245.33
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(1) Of this number, 2,000,000 shares are being registered for issuance
under the 1996 Stock Option and Performance Incentive Plan (1998 Restatement)
and 100,000 shares are being registered for issuance under the 1996 Stock Plan
for Non-Associate Directors (1998 Restatement).
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (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 July 28, 1998.
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REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E, this Registration Statement on Form S-8
is filed by Abercrombie & Fitch Co. (the "Registrant") to register additional
securities under the Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate
Directors and the 1996 Stock Option and Performance Incentive Plan (the "Plans")
which are covered by and filed as exhibits to the Registrant's Registration
Statements on Form S-8 (Nos. 333-15941 and 333-15945, respectively). The
additional securities are to be issued pursuant to restatements of the Plans
approved by the Executive Committee of the Registrant's Board of Directors on
May 18, 1998 and by the Registrant's shareholders on July 16, 1998. The
contents of Registration Statements No. 333-15941 and 333-15945 are incorporated
herein by reference.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of Class A Common Stock of
the Registrant being registered on this Registration Statement on Form S-8 will
be passed upon for the Registrant by Vorys, Sater, Seymour and Pease LLP, 52
East Gay Street, P.O. Box 1008, Columbus, Ohio 43216-1008. Douglas L.
Williams, a director of the Registrant, is a partner in such firm. As of July
6, 1998, members of Vorys, Sater, Seymour and Pease LLP and attorneys employed
thereby, together with members of their immediate families, beneficially owned
an aggregate of 1,300 shares of Class A Common Stock of the Registrant.
Item 8. Exhibits.
See Exhibit Index on page 6.
Item 9. Undertakings.
Incorporated herein by reference to Registration Statements Nos.
333-15941 and 333-15945.
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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 Reynoldsburg, State of Ohio, on July 29, 1998.
ABERCROMBIE & FITCH CO.
(The Registrant)
By /s/ Seth R. Johnson
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Seth R. Johnson,
Vice President and Chief Financial Officer
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 July 29, 1998.
Signature Title
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*
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Michael S. Jeffries Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
/s/ Seth R. Johnson
- ----------------------------- Vice President and Chief Financial Officer
Seth R. Johnson and Director (Principal Financial and
Accounting Officer)
*
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George Foos
*
- ----------------------------- Director
John A. Golden
*
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John W. Kessler
*
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Sam N. Shahid, Jr.
*
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Douglas L. Williams
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*Seth R. Johnson, 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/ Seth R. Johnson
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Seth R. Johnson,
Attorney-in-Fact
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EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit
4.1 Amended and Restated Certificate of Incorporation of the Registrant
incorporated by reference to Exhibit 3.1 of the Registrant's quarterly
report on Form 10-Q for the quarter ended November 2, 1996.
4.2 Form of Bylaws of the Registrant incorporated by reference to Exhibit 3.1
of the Registrant's quarterly report on Form 10-Q for the quarter ended
November 2, 1996.
5.1 Legal opinion of Vorys, Sater, Seymour and Pease LLP.
15.1 Letter of PricewaterhouseCoopers LLP regarding Unaudited Interim Financial
Information.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Vorys, Sater, Seymour and Pease LLP (included in the opinion
filed as Exhibit 5.1).
24.1 Power of Attorney.
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