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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28,1998
Registration Statement 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
CHICO'S FAS, INC.
(Exact name of Registrant as specified in its charter)
FLORIDA 59-2389435
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
11215 METRO PARKWAY
FORT MYERS, FLORIDA 33912
(941) 277-6200
(Address, including zip code,
of Registrant's principal executive offices)
CHICO'S FAS, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PROGRAM
(Full title of the plan)
MARVIN J. GRALNICK, PRESIDENT
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)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered Price Per Share(1) Aggregate Offering Price Registration Fee
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Common Stock. . . . . 182,000 shs. $8.69 $1,581,580 $466.57
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(1) Estimated pursuant to Rule 457(c), solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices
for the common stock reported by the Nasdaq National Market on April 27,
1998.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
By this reference, the following documents filed or to be filed by Chico=s
FAS, Inc. (the ACompany@) with the Securities and Exchange Commission (the
ACommission@) are incorporated into and made a part of this Registration
Statement:
1. The Company's Annual Report on Form 10-K (Commission File No.
0-21258) for the Year Ended January 31, 1998, as filed with the
Commission on April 27, 1998.
2. All documents filed by the Company with the Commission subsequent to
the date of this Registration Statement under Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
into and made a part of this Registration Statement from the date of
filing of such documents with the Commission.
3. The description of the Common Stock of the Company contained on page
47 of the Company's Prospectus dated November 16, 1993, as filed
with the Commission under Rule 424(b) of the Securities Act of 1933,
which was a part of the Company's Registration Statement on Form S-1
(Registration Statement No. 33-70620), as amended and which was
incorporated by reference in the Company's Registration Statement on
Form 8-A as filed with the Commission under the Securities Exchange
Act of 1934 (Registration Statement No. 0-21258).
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 proceedings 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
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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 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
are not 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 directors and
executive officers and, as a 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.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ----- -----------
4.1 Form of Non-Employee Director Stock Option Agreement
4.2 Form of Common Stock Certificate (incorporated herein by
reference to Exhibit 4 to the Company's Registration Statement
on Form S-1, Registration Statement No. 33-49400, as filed
with the Commission on August 18, 1992, as amended).
4.3 Amended and Restated Articles of Incorporation (incorporated
herein by reference to Exhibit 3.2 to the Company's Form 10-Q
for the Quarter ended September 1, 1992, as filed with the
Commission on October 15, 1992).
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Exhibit
Number Description
- ----- -----------
4.4 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 Trenam, Kemker, Scharf, Barkin, Frye, O'Neill &
Mullis, as to the legality of the Common Stock being
registered
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill &
Mullis (contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Powers of Attorney (contained on signature page)
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective 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;
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 with or
furnished to the commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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.
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(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 undertakes that, for 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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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) Insofar as 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 provisions described in Item 6, 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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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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 Fort Myers, State of Florida, on the 28th day of
April, 1998.
Chico's FAS, Inc.
By: /s/ Marvin J. Gralnick
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Marvin J. Gralnick
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Chico=s FAS, Inc., a Florida corporation, for himself and not for
one another, does hereby constitute and appoint Marvin J. Gralnick, Charles J.
Kleman and Scott A. Edmonds, and each of them, a true and lawful attorney in his
name, place and stead, in any and all capacities, to sign his name to any and
all amendments, including post-effective amendments, to this registration
statement, with respect to the proposed issuance, sale and delivery of shares of
its Common Stock, and to cause the same to be filed with the Securities and
Exchange Commission, granting unto said attorneys and each of them full power
and authority to do and perform any act and thing necessary and proper to be
done in the premises, as fully to all intents and purposes as the undersigned
could do if personally present, and each of the undersigned for himself hereby
ratifies and confirms all that said attorneys or any one of them shall lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Marvin J. Gralnick President, Chief Executive April 28, 1998
- --------------------------------------- Officer and Director
Marvin J. Gralnick (Principal Executive Officer)
/s/ Charles J. Kleman Chief Financial Officer, April 28, 1998
- --------------------------------------- Executive Vice President -
Charles J. Kleman Finance and Director
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ Helene B. Gralnick Director April 28, 1998
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Helene B. Gralnick
/s/ Verna K. Gibson Director April 28, 1998
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Verna K. Gibson
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/s/ Ross E. Roeder Director April 28, 1998
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Ross E. Roeder
/s/ John Burden Director April 28, 1998
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John Burden
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EXHIBIT INDEX
Exhibit
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Number Description
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4.1 Form of Non-Employee Director Stock Option Agreement
4.2 Form of Common Stock Certificate (incorporated herein by reference to
Exhibit 4 to the Company's Registration Statement on Form S-1,
Registration Statement No. 33-49400, as filed with the Commission on
August 18, 1992, as amended).
4.3 Amended and Restated Articles of Incorporation (incorporated herein by
reference to Exhibit 3.2 to the Company's Form 10-Q for the Quarter
ended September 1, 1992, as filed with the Commission on October 15,
1992).
4.4 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 Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, as
to the legality of the Common Stock being registered
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis
(contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP