S-8 1 s8_june2005.htm FORM S-8 S-8

As filed with the Securities and Exchange Commission on June 3, 2005

Registration No. 333-     

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________________________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

______________________________________________

JONES APPAREL GROUP, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania 

(State or other jurisdiction of
incorporation or organization)

06-0935166 

(I.R.S. Employer Identification No.)
  

250 Rittenhouse Circle
Bristol, Pennsylvania 19007
(215) 785-4000

(Address of Principal Executive Offices)

_______________________________________________________

1999 STOCK INCENTIVE PLAN
(Full title of the plan)

IRA M. DANSKY, ESQ.
Executive Vice President, Secretary and General Counsel
Jones Apparel Group, Inc.
1411 Broadway
New York, New York 10018

(Name and address of agent for service)

_____________________

(212) 536-9526
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE


Title of securities
to be registered

Amount to be
registered(1)

Proposed maximum offering price per share

Proposed maximum aggregate offering price

Amount of registration 
fee(2)



Common Stock, 
$.01 par value


2,000,000 shares


$31.955


$63,910,000


$7,522.21



(1)  An indeterminate additional number of shares of Common Stock are registered hereunder, which may be issued as a result of stock splits, stock dividends or similar transactions pursuant to the operation of the "Adjustments upon Changes in Capitalization" provisions of the 1999 Stock Incentive Plan. No additional registration fee is included for these shares.
  
(2)  The registration fee is based upon the average of the high and low sales prices for the Common Stock of $31.955 on May 31, 2005 as prescribed by Rule 457(c).

Page 1 of 21 Pages
Exhibit Index appears on Page 5


EXPLANATORY NOTE

    The registrant previously registered an aggregate of 18,500,000 shares of Common Stock, $.01 par value (the "Common Stock") of Jones Apparel Group, Inc. ("Jones" or the "Company") to be issued under the Jones Apparel Group, Inc. 1999 Stock Incentive Plan, as amended (the "Plan"). The purpose of this Registration Statement on Form S-8 is to register an additional 2,000,000 shares of Common Stock of Jones to be issued under the Plan. The contents of the Company's Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on August 23, 1999 (File No. 333-85795), which became effective on such date, relating to the registration of shares of Common Stock authorized for issuance under the Plan, are incorporated by reference herein in accordance with General Instruction E to Form S-8.

Item 8. Exhibits.

    See Exhibit Index.

 

[Signature Page follows]

2


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 Bristol, Commonwealth of Pennsylvania, on June 3, 2005.

JONES APPAREL GROUP, INC.

By: /s/ Wesley R. Card    
Name: Wesley R. Card
Title: Chief Operating and Financial Officer

 

POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ira M. Dansky, Wesley R. Card and Patrick M. Farrell, and each of them, his true and lawful attorneys-in-fact and agent with full power of substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, grants unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might and could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitutes may 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 date indicated.

Signature
  
Title
  
Date
  

/s/ Peter Boneparth
Peter Boneparth
  

President, Chief Executive Officer and Director

June 3, 2005

/s/ Sidney Kimmel
Sidney Kimmel
  

Chairman and Director

June 3, 2005

/s/ Wesley R. Card
Wesley R. Card
  

Chief Operating and Financial Officer
(Principal Financial Officer)

June 3, 2005


3


 

/s/ Patrick M. Farrell
Patrick M. Farrell
  
  

Senior Vice President and Corporate Controller (Principal Accounting Officer) June 3, 2005

/s/ Howard Gittis
Howard Gittis
  

Director June 3, 2005

/s/ Anthony F. Scarpa
Anthony F. Scarpa
  

Director June 3, 2005

/s/ Matthew H. Kamens
Matthew H. Kamens
  

Director June 3, 2005

/s/ J. Robert Kerrey 
J. Robert Kerrey
  

Director June 3, 2005

/s/ Ann N. Reese 
Ann N. Reese
  

Director June 3, 2005

/s/ Gerald C. Crotty 
Gerald C. Crotty
  

Director June 3, 2005

/s/ Lowell W. Robinson 
Lowell W. Robinson
  

Director June 3, 2005


4


EXHIBIT INDEX

Exhibit
Number
  

  
Description
  

4.1  Provisions of the Amended and Restated Articles of Incorporation that define the rights of security holders of Jones Apparel Group, Inc. (incorporated by reference to Jones Apparel Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998).
  
4.2 Provisions of the Amended and Restated By-laws of Jones Apparel Group, Inc. that define the rights of security holders of Jones Apparel Group, Inc. (incorporated by reference to Jones Apparel Group, Inc.'s Quarterly Report on Form 10-Q for the six months ended July 6, 2002).
  
4.3* Jones Apparel Group, Inc. 1999 Stock Incentive Plan, as amended.
  
5.1* Opinion of Ira M. Dansky, General Counsel of Jones Apparel Group, Inc., regarding the legality of the securities being registered.
  
23.1 Consent of Ira M. Dansky, Esq. (included as part of Exhibit 5.1 to this Registration Statement).
  
23.2* Consent of BDO Seidman, LLP.
  
24.1 Power of Attorney (included on the signature page of this Registration Statement).

________________

*Filed herewith.

5