Maryland | 52-2242751 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
516 West 34th Street, New York, NY | 10001 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer
|
x |
Accelerated filer
|
o | |
Non-accelerated filer
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o |
Smaller reporting company
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o |
Title of securities
to be registered
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Amount to be
Registered(1)
|
Proposed
maximum offering
price per share(2)
|
Proposed maximum
aggregate
offering price(2)
|
Amount of
registration
fee (2)
|
Common Stock,
$0.01 par value per share
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12,000,000 Shares
|
$35.21
|
$422,520,000
|
$42,547.76
|
(1)
|
This Registration Statement is being filed to register 12,000,000 shares of common stock, par value $0.01 per share, of Coach, Inc. that may be issued pursuant to the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (Amended and Restated as of September 18, 2015) (the “Plan”). Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement also covers such additional and indeterminate number of shares that may be issuable under the Plan as the result of any future stock split, stock dividend or similar adjustments.
|
(2)
|
Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low price of the Registrant's Common Stock on January 28, 2016 as reported on the New York Stock Exchange. Pursuant to General Instruction E to Form S-8, a filing fee is being paid only with respect to the registration of additional securities for the Plan.
|
(a)
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The Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2015 (the “2015 Form 10-K”), filed with the Commission on August 14, 2015;
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(b)
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The Company’s Quarterly Reports on Form 10-Q for the quarters ended September 26, 2015 and December 26, 2015, filed with the Commission, respectively, on November 4, 2015 and February 3, 2016;
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(c)
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The Company’s Current Reports on Form 8-K filed with the Commission on August 17, 2015, September 21, 2015, November 6, 2015 and January 4, 2016;
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(d)
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The portions of the Company’s Definitive Proxy Statement on Schedule 14A (filed with the Commission on September 25, 2015) which were incorporated by reference into the Company’s 2015 Form 10-K; and
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(e)
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The description of the Common Stock contained in the Company’s registration statement on Form 8-A filed with the Commission on September 27, 2000, and any amendment or report filed for the purpose of updating such description, including without limitation the description of the Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on May 9, 2001, and the Company’s Amendment No. 1 to Form 8-A/A filed with the Commission on February 3, 2005.
|
COACH, INC. | |||
|
By:
|
/s/ Victor Luis | |
Name: Victor Luis | |||
Title: Chief Executive Officer | |||
Name
|
Title
|
Date
|
|
|
/s/ Victor Luis | Chief Executive Officer and Director |
February 4, 2016
|
||
Victor Luis | (Principal Executive Officer) | |||
/s/ Jane Nielsen | Chief Financial Officer (Principal | February 4, 2016 | ||
Jane Nielsen | Financial Officer and Principal | |||
Accounting Officer) | ||||
* | Chairman and Director | February 4, 2016 | ||
Jide Zeilin | ||||
* | Director | February 4, 2016 | ||
David Denton | ||||
|
||||
* | Director |
February 4, 2016
|
||
Andrea Guerra |
|
|||
* | Director | February 4, 2016 | ||
Susan Kropf | ||||
* | Director | February 4, 2016 | ||
Annabelle Yu Long | ||||
* | Director | February 4, 2016 | ||
Ivan Menezes | ||||
* | Director | February 4, 2016 | ||
William Nuti | ||||
* | Director | February 4, 2016 | ||
Stephanie Tilenius | ||||
*By:
|
/s/ Victor Luis
|
||
Victor Luis
Attorney-in-Fact
|
Exhibit No.
|
Exhibit
|
|
4.1
|
Amended and Restated Bylaws of Coach, Inc., dated August 17, 2015, which is incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 17, 2015
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|
4.2
|
Articles of Incorporation of Coach, Inc., dated June 1, 2000, which is incorporated herein by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-39502)
|
|
4.3
|
Articles Supplementary of Coach, Inc., dated May 3, 2001, which is incorporated herein by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 9, 2001
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|
4.4
|
Articles of Amendment of Coach, Inc., dated February 1, 2005, which is incorporated by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 2, 2005
|
|
4.5
|
Specimen Certificate for Common Stock of Coach, which is incorporated herein by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-39502)
|
|
4.6
|
Deposit Agreement, dated November 24, 2011, between Coach, Inc. and JPMorgan Chase Bank, N.A., as depositary, which is incorporated by reference from Exhibit 4.1 to Coach’s Current Report on Form 8-K filed on November 25, 2011
|
|
4.7
|
Deed Poll, dated November 24, 2011, executed by Coach, Inc. and JPMorgan Chase Bank, N.A., as depositary, pursuant to the deposit agreement in favor of and in relation to the rights of the holders of the depositary receipts, which is incorporated by reference from Exhibit 4.1 to Coach’s Current Report on Form 8-K filed on November 25, 2011
|
|
4.8
|
Indenture, dated as of March 2, 2015, relating to the 4.250% senior unsecured notes due 2025, between the Company and U.S. Bank National Association, as trustee, which is incorporated by reference from Exhibit 4.1 to Coach’s Current Report on Form 8-K filed on March 2, 2015
|
|
4.9
|
First Supplemental Indenture, dated as of March 2, 2015, relating to the 4.250% senior unsecured notes due 2025, between the Company and U.S. Bank National Association, as trustee, which is incorporated by reference from Exhibit 4.2 to Coach’s Current Report on Form 8-K filed on March 2, 2015
|
|
4.10
|
Form of 4.250% senior unsecured notes due 2025, which is included in the First Supplemental Indenture filed as Exhibit 4.2 of Coach’s Current Report on Form 8-K filed on March 2, 2015
|
|
5.1*
|
Opinion of Venable LLP regarding legality of securities being registered | |
23.1*
|
Consent of Venable LLP (included as part of Exhibit 5.1 hereto)
|
|
23.2*
|
Consent of Deloitte & Touche LLP
|
|
24.1*
|
Powers of Attorney
|
|
99.1
|
Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (Amended and Restated as of September 18, 2015) (incorporated by reference to Appendix B in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 25, 2015).
|
Very truly yours,
|
|
/s/ Venable LLP
|
/s/ DAVID DENTON
|
|
David Denton
|
|
/s/ ANDREA GUERRA
|
|
Andrea Guerra
|
|
/s/ SUSAN KROPF
|
|
Susan Kropf
|
|
/s/ ANNABELLE YU LONG
|
|
Annabelle Yu Long
|
|
/s/ IVAN MENEZES
|
|
Ivan Menezes
|
|
/s/ WILLIAM NUTI
|
|
William Nuti
|
|
/s/ STEPHANIE TILENIUS
|
|
Stephanie Tilenius
|
|
/s/ JIDE ZEITLIN
|
|
Jide Zeitlin
|
|
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end