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As filed on June 23, 1999 Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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 (I.R.S. 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), AS AMENDED
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(Full Title of the Plan)
SETH R. JOHNSON Copy to:
Vice President - Chief Financial Officer Elizabeth Turrell Farrar, Esq.
Abercrombie & Fitch Co. Vorys, Sater, Seymour and Pease LLP
Four Limited Parkway East 52 East Gay Street, P.O. Box 1008
Reynoldsburg, Ohio 43068 Columbus, Ohio 43216-1008
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(Name and Address of Agent for Service)
(614) 577-6500
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(Telephone Number, including Area Code, 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(1) Registered Share(2) Price(2) Registration Fee
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Class A Common Stock, 5,000,000 shares $44.9375 $224,687,500 $62,464
$.01 par value
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(1)This Registration Statement also covers related Series A
Participating Cumulative Preferred Stock Purchase Rights (the "Rights") which
evidence the right to purchase under certain conditions, one one-thousandth of a
share of Series A Participating Cumulative Preferred Stock, $1 par value.
Registrant is required to deliver .50 Right, subject to adjustment, with each
share of Class A Common Stock that becomes outstanding until the "distribution
date" for the Rights, at which date the Rights will commence trading separately
from the shares of Class A Common Stock.
(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 June 21, 1999.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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The Registrant hereby incorporates by reference into this Registration
Statement the following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for its fiscal year
ended January 30, 1999.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended May 1, 1999.
(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-1, filed with the Commission on August 28, 1996 and incorporated by
reference in the Registrant's Registration Statement on Form 8-A filed with the
Commission on August 29, 1996.
(d) The description of the Registrant's Series A Participating
Cumulative Preferred Stock Purchase Rights set forth in the Registrant's
Amendment No. 1 to Form 8-A dated April 23, 1999, filed with the Commission on
April 26, 1999, amending the Registrant's Registration Statement on Form 8-A
dated July 21, 1998, filed with the Commission on July 21, 1998.
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 Securities Exchange Act of 1934, and before the filing of a post-effective
amendment which indicates that all securities offered hereunder pursuant to the
Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan (1998
Restatement), as amended, 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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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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. Russell M.
Gertmenian, a director of the Registrant, is a partner in
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such firm. As of June 10, 1999, members of Vorys, Sater, Seymour and Pease LLP
and attorneys employed thereby, together with members of their immediate
families, beneficially owned an aggregate of 1,026.03 shares of Class A Common
Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
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The information included in Item 6 of the Registrant's Registration
Statement on Form S-8 filed with the Commission on November 12, 1996
(Registration No. 333-15945) is incorporated herein by reference.
In addition, Section 3.5 of the Abercrombie & Fitch Co. 1996 Stock
Option and Performance Incentive Plan (1998 Restatement), as amended (the
"Plan"), provides for indemnification by the Registrant of each member of the
Committee which administers the Plan to the extent permitted by applicable law
and to the extent provided in the Registrant's Certificate of Incorporation and
Bylaws, as amended from time to time.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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See Exhibit Index on page 6.
Item 9. Undertakings.
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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;
and
(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
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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 this 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 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 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.
C. 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 of this Part II, 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 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 Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
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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 June 22, 1999.
ABERCROMBIE & FITCH CO.
By /s/ Seth R. Johnson
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Seth R. Johnson,
Vice President - Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities indicated on June 22, 1999.
Signature Title
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* Chairman of the Board and
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Michael S. Jeffries (Principal Executive Officer)
/s/ Seth R. Johnson Vice President - Chief Financial
- ----------------------------- Officer and Director (Principal
Seth R. Johnson Financial and Accounting Officer)
* Director
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George Foos
* Director
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Russell M. Gertmenian
* Director
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John A. Golden
* Director
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John W. Kessler
* Director
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Sam N. Shahid, Jr.
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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
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The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Description
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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 Certificate of Designation of Series A Participating
Cumulative Preferred Stock of the Registrant, as filed with
the Delaware Secretary of State on July 21, 1998, incorporated
by reference to Exhibit 3.2 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended January 30, 1999.
4.3 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.
4.4 Rights Agreement dated as of July 16, 1998 between Abercrombie
& Fitch Co. and First Chicago Trust Company of New York,
incorporated by reference to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A dated July 21, 1998.
4.5 Amendment No. 1 to Rights Agreement dated as of April 21, 1999
between Abercrombie & Fitch Co. and First Chicago Trust
Company of New York, incorporated by reference to Exhibit 2 to
the Registrant's Amendment No. 1 to Form 8-A dated April 23,
1999.
5.1 Legal opinion of Vorys, Sater, Seymour and Pease LLP.
10.1 Abercrombie & Fitch Co. 1996 Stock Option and Performance
Incentive Plan (1998 Restatement) [Reflects amendments through
May 20, 1999 and two-for-one stock split distributed June 15,
1999 to stockholders of record on May 25, 1999]
15.1 Letter of PricewaterhouseCoopers LLP regarding Unaudited
Interim Financial Statements.
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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