-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NIZtPbm/X++XNj1hZvgetnAwZSaEKbId6ghvLtsFaHN+x6W2SE+VvftZWR9E0Ami ZiSb6qqtHmGFJa594ucdwg== 0000950137-98-002907.txt : 19980803 0000950137-98-002907.hdr.sgml : 19980803 ACCESSION NUMBER: 0000950137-98-002907 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980730 EFFECTIVENESS DATE: 19980730 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABERCROMBIE & FITCH CO /DE/ CENTRAL INDEX KEY: 0001018840 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 311469076 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-60189 FILM NUMBER: 98674283 BUSINESS ADDRESS: STREET 1: FOUR LIMITED PARKWAY EAST CITY: REYNOLDSBURG STATE: OH ZIP: 43068 BUSINESS PHONE: 6145776500 MAIL ADDRESS: STREET 1: FOUR LIMITED PARKWAY EAST CITY: COLUMBUS STATE: OH ZIP: 43068 S-8 1 REGISTRATION STATEMENT 1 As filed on July 30, 1998 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 31-1469076 - --------------------------------- ----------------------------------- (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) Four Limited Parkway East, Reynoldsburg, Ohio 43068 ------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) ABERCROMBIE & FITCH CO. 1996 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN ------------------------------------------------------------------------ (1998 RESTATEMENT) ------------------ ABERCROMBIE & FITCH CO. 1996 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS ------------------------------------------------------------------- (1998 RESTATEMENT) ------------------ (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 ----------------------------------------------------------- (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(1) Share(2) Price(2) Registration Fee - --------------------------------------------------------------------------------------------------------- Class A Common Stock, $.01 par value 2,100,000 shares $45.59375 $95,746,875 $28,245.33 =========================================================================================================
(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. -------------------------------- 2 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. 2 3 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. 3 4 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 --------------------- 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 - --------- ----- * - ----------------------------- 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) * - ----------------------------- Director George Foos * - ----------------------------- Director John A. Golden * - ----------------------------- Director John W. Kessler * - ----------------------------- Director Sam N. Shahid, Jr. * - ----------------------------- Director Douglas L. Williams 4 5 *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 ------------------------- Seth R. Johnson, Attorney-in-Fact 5 6 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. 6 EX-5.1 2 OPINION OF VORYS, SATER 1 EXHIBIT 5.1 [LETTERHEAD OF VORYS, SATER, SEYMOUR AND PEASE LLP] (614) 464-6400 July 30, 1998 Abercrombie & Fitch Co. Four Limited Parkway East Reynoldsburg, OH 43068 Re: Form S-8 Registration Statement under the Securities Act of 1933 for Additional Shares of Class A Common Stock to be Made Available under the Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate Directors (1998 Restatement) and the Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan (1998 Restatement) Ladies and Gentlemen: We have acted as counsel for Abercrombie & Fitch Co., a Delaware corporation (the "Company"), in connection with the proposed issuance by the Company of up to an additional 2,100,000 shares of the Company's Class A Common Stock, par value $.01 per share (the "Common Stock"), under the Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate Directors (1998 Restatement) and the Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan (1998 Restatement) (collectively, the "Plans"), which Common Stock is being registered under the Securities Act of 1933 (the "Act") on a Registration Statement on Form S-8 (the "Registration Statement"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the General Rules and Regulations promulgated under the Act (the "Rules and Regulations"). In connection with the preparation of this opinion, we have examined an original or copy of and have relied upon the accuracy of, without independent verification or investigation: (1) The Registration Statement filed with the Securities and Exchange Commission through the EDGAR system under the Act on the date hereof. 2 Abercrombie & Fitch Co. July 30, 1998 Page 2 (2) The Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, each as currently in effect. (3) The Plans. (4) Certain proceedings of the directors and of the stockholders of the Company. (5) Such other records, documents or instruments as in our judgment are necessary or appropriate to enable us to render the opinions herein. In our examinations and in rendering the opinion set forth below, we have assumed, without independent investigation or examination, (a) the genuineness of all signatures, the authenticity and completeness of all documents submitted to us as copies and the authenticity of such originals of such latter documents; and (b) that the final, executed copy of each document submitted to us in draft form will not differ in any material respect from the draft form of such document submitted to us. As to the facts material to our opinion expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company. Based upon and subject to the foregoing, and the further qualifications and limitations set forth below, as of the date hereof, we are of the opinion that the additional 2,100,000 shares of Common Stock to be issued under the terms of the Plans are duly authorized and, when issued in accordance with the terms and conditions of the Plans, will be validly issued, fully paid and nonassessable. This opinion is furnished by us solely for the benefit of the Company in connection with the offering of the securities of the Company pursuant to the Plans and the filing of the Registration Statement and any amendments thereto. This opinion may not be relied upon by any other person or assigned, quoted or otherwise used without our specific written consent. We are members of the Bar of the State of Ohio and do not purport to be experts in the laws of any jurisdiction other than the laws of the State of Ohio and the United States of America; except that for purposes of this opinion, we have reviewed the General Corporation Law of the State of Delaware. We hereby consent to the filing of this opinion as Exhibits 5.1 and 23.2 to the Registration Statement and to the reference to us in the Registration Statement. By giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations. Very truly yours, VORYS, SATER, SEYMOUR AND PEASE LLP EX-15.1 3 FINANCIAL INFORMATION 1 EXHIBIT 15.1 [LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP] Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Abercrombie & Fitch Co. We are aware that our report dated May 7, 1998 on our review of interim consolidated financial information of Abercrombie & Fitch Co. and Subsidiaries (the "Company") for the thirteen-week period ended May 2, 1998 and included in the Company's quarterly report on Form 10-Q for the period then ended, is incorporated by reference in this registration statement on this Form S-8. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Sections 7 and 11 of that Act. PricewaterhouseCoopers LLP Columbus, Ohio July 29, 1998 EX-23.1 4 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.1 [LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP] CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Abercrombie & Fitch Co. on this Form S-8 of our report dated February 20, 1998, and our audits of the consolidated financial statements of Abercrombie & Fitch Co. as of January 31, 1998 and February 1, 1997, and for the fiscal years ended January 31, 1998, February 1, 1997, and February 3, 1996. PricewaterhouseCoopers LLP Columbus, Ohio July 29, 1998 EX-24.1 5 POWER OF ATTORNEY 1 EXHIBIT 24.1 POWER OF ATTORNEY FOR OFFICERS AND DIRECTORS OF ABERCROMBIE & FITCH CO. Pursuant to the requirements of the Securities Act of 1933, the undersigned officers and/or directors of Abercrombie & Fitch Co., a Delaware corporation (the "Company"), hereby appoint Seth R. Johnson as attorney-in-fact with full power of substitution and resubstitution to sign for the undersigned and in the name of the undersigned in any and all capacities with respect to the registration on Form S-8 of 2,100,000 shares of the Company's Class A Common Stock under the Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan (1998 Restatement) and the Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate Directors (1998 Restatement) (the "Registration Statement") with the Securities and Exchange Commission ("SEC"), and to sign any and all amendments (including post-effective amendments) thereto and any and all applications or other documents to be filed with the SEC pertaining to the Registration Statement, and to grant unto the attorney-in-fact and agent the full power and authority to do and perform each and every act and thing required to be done, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratifies and confirms all that the attorney-in-fact and agent or his substitutes may lawfully do or cause to be done by virtue hereof. Signatures Title Date - ---------- ----- ---- /s/ Michael S. Jeffries Chairman of the Board July 16, 1998 - ----------------------- and Chief Executive Officer Michael S. Jeffries (Principal Executive Officer) /s/ George Foos Director July 16, 1998 - ----------------------- George Foos /s/ John A. Golden Director July 16, 1998 - ----------------------- John A. Golden /s/ John W. Kessler Director July 16, 1998 - ----------------------- John W. Kessler /s/ Sam N. Shahid, Jr. Director July 16, 1998 - ----------------------- Sam N. Shahid, Jr. /s/ Douglas L. Williams Director July 16, 1998 - ----------------------- Douglas L. Williams -----END PRIVACY-ENHANCED MESSAGE-----