SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 8, 2005
Coach, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 1-16153 52-2242751
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
516 West 34th Street, New York, NY 10001
(Address of principal executive offices) (Zip Code)
(212) 594-1850
(Registrant's telephone number, including area code)
Item 8.01. Other Events.
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Rule 10b5-1 Trading Plan
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On December 8, 2005, Lew Frankfort, the Chairman and Chief Executive
Officer of Coach, Inc., entered into a trading plan with Goldman, Sachs & Co.
Pursuant to this plan, Goldman, Sachs will undertake to sell approximately
650,000 of Mr. Frankfort's shares of Coach common stock at specified intervals.
This trading plan is intended to comply with Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended, and complies with Coach's insider trading
policy.
Under the trading plan, Mr. Frankfort will sell pre-determined numbers of
these shares at market prices between February and August 2006. These sales will
be timed to follow Coach's regular earnings announcements for the second, third
and fourth quarters of Coach's fiscal year 2006 (ending on December 31, 2005,
April 1 and July 1, 2006, respectively), subject to certain minimum prices,
reflecting Mr. Frankfort's continued confidence in the Company's outlook. The
trading plan expires on September 5, 2006 unless terminated earlier under
certain conditions.
The shares to be sold by Mr. Frankfort under the trading plan will be
acquired pursuant to exercises of options to purchase a total of approximately
4,066,000 shares of Coach common stock during the week of December 5, 2005. Net
of shares withheld or sold to pay the purchase price and taxes for these
exercises, Mr. Frankfort will receive approximately 637,000 shares of stock.
Figures in this paragraph are based on a price of $35.00 per share, the closing
price of Coach common stock on the New York Stock Exchange on December 7, 2005,
rounded to the nearest dollar.
The purpose of Mr. Frankfort's trading plan is to diversify a portion of
his assets in an orderly manner, while still maintaining his outright Coach
stock ownership over time through option exercises. Following Mr. Frankfort's
exercise and the sales of shares under the new trading plan, Mr. Frankfort
expects his ownership level to remain at approximately 3.5 million shares,
further reflecting his positive outlook for the company's prospects. In
addition, Mr. Frankfort continues to hold:
o options to purchase approximately 7.2 million shares of Coach common
stock (following the exercises described above); and
o approximately 294,000 restricted stock units.
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 hereunto duly authorized.
Dated: December 8, 2005
COACH, INC.
By: /s/ Carole P. Sadler
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Carole P. Sadler
Senior Vice President, General Counsel
and Secretary