As filed with the Securities and Exchange Commission on June 25, 2013
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________________________________
THE JONES GROUP INC.
| Pennsylvania
(State or other jurisdiction of |
06-0935166
(I.R.S. Employer Identification No.) |
1411 Broadway
New York, New York 10018
(212) 642-3860
(Address of Principal Executive Offices)
_______________________________________________________
THE JONES GROUP INC. 2009 LONG TERM INCENTIVE PLAN
(Full title of the plan)
IRA M. DANSKY, ESQ.
Executive Vice President, Secretary and General Counsel
The Jones 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)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [X] |
Accelerated filer [ ] |
Non-accelerated filer [ ] |
Smaller reporting company [ ] |
CALCULATION OF REGISTRATION FEE
|
Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) |
Amount of registration fee (2) |
|
|
|
|
|
$5,977.90 |
| (1) | Pursuant to Rule 416 under the Securities
Act of 1933, as amended (the "Securities Act"), this registration
statement also covers any additional shares of Common Stock that may
become issuable under the 2009 Long Term Incentive Plan resulting from
stock splits, stock dividends or similar transactions. |
| (2) | Calculated solely for purposes of this offering under Rule 457(h)(1) and 457(c) under the Securities Act on the basis of $13.485 per share, which represents the average of the high and low sales prices per share of the Common Stock of the Registrant as reported on the New York Stock Exchange on June 24, 2013. |
Exhibit Index appears on Page II-4
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT
This Registration Statement on
Form S-8 is being filed by The Jones Group Inc. (the "Registrant") to register
3,250,000 shares of Common Stock of the Registrant, $0.01 par value (the "Common
Stock") authorized for issuance under the Registrant's 2009 Long Term Incentive
Plan (the "Plan"). The Registrant previously registered an aggregate of
19,123,245 shares of Common Stock authorized for issuance under the Plan
pursuant to the Registrant's Form S-8, Registration No. 333-159575 (the "2009
Registration Statement"), which was filed with the Securities and Exchange
Commission on May 29, 2009. Pursuant to General Instruction E to Form S-8, the
contents of the 2009 Registration Statement are hereby incorporated in this
Registration Statement by reference.
PART II
ITEM 8. EXHIBITS.
See Exhibit Index at page II-4.
[Signature Page follows]
II-1
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 New York, State of New York, on June 25, 2013.
| THE JONES GROUP INC. By: /s/ Wesley R. Card |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wesley R. Card, John T. McClain and Ira M. Dansky, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, 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, and 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 any of them, 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/ Wesley R. Card Wesley R. Card |
Chief Executive Officer and Director (Principal Executive Officer) |
June 25, 2013 |
| /s/ John T. McClain John T. McClain |
Chief Financial Officer (Principal Financial Officer) |
June 25, 2013 |
| /s/ Christopher R. Cade Christopher R. Cade |
Executive Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) |
June 25, 2013 |
II-2
| /s/ Sidney Kimmel Sidney Kimmel |
Director |
June 25, 2013 |
| /s/ Matthew H. Kamens Matthew H. Kamens |
Director | June 25, 2013 |
| /s/ Gerald C. Crotty Gerald C. Crotty |
Director | June 25, 2013 |
| /s/ Lowell W. Robinson Lowell W. Robinson |
Director | June 25, 2013 |
| /s/ Margaret H. Georgiadis Margaret H. Georgiadis |
Director | June 25, 2013 |
| /s/ Robert L. Mettler Robert L. Mettler |
Director | June 25, 2013 |
| /s/ John D. Demsey John D. Demsey |
Director | June 25, 2013 |
| /s/ Jeffrey D. Nuechterlein Jeffrey D. Nuechterlein |
Director | June 25, 2013 |
| /s/ Ann Marie C. Wilkins Ann Marie C. Wilkins |
Director | June 25, 2013 |
| /s/ James A. Mitarotonda James A. Mitarotonda |
Director | June 25, 2013 |
II-3
EXHIBIT INDEX
| Exhibit Number |
Description |
| 5.1* | Opinion of Ira M. Dansky, General Counsel of The Jones 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 USA, LLP. |
| 24.1 | Power of Attorney (included on the signature page of this Registration Statement). |
| 99.1 | 2009 Long Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K dated June 14, 2013). |
________________
*Filed herewith
II-4
EXHIBIT 5.1
THE JONES GROUP INC.
1411 Broadway
New York, New York 10018
| June 25, 2013 |
Board of Directors of
The Jones Group Inc.
1411 Broadway
New York, New York 10018
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I have acted as counsel for The Jones Group Inc., a Pennsylvania corporation (the "Company"), in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement"), which is being filed on the date hereof by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act").
The Registration Statement relates to shares of common stock, $0.01 par value per share, of the Company ("Common Stock"), which will be issued and issuable in respect of equity-based compensation awards granted under the Company's 2009 Long Term Incentive Plan, as amended (the "Plan").
In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary or appropriate for the purposes of this opinion, including the Registration Statement and the Plan. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to originals of all documents submitted to me as certified or reproduced copies of originals.
Based upon such examination, I am of the opinion that:
1. The Company is validly existing as a corporation under the Pennsylvania Business Corporation Act; and
2. The shares of Common Stock covered by the Registration Statement have been duly authorized for issuance and, when issued and sold in accordance with the terms and conditions of the Plan, will be validly issued, fully paid and non-assessable.
Board of Directors of The Jones Group Inc.
June 25, 2013
Page 2
As of June 25, 2013, I owned 258,748 shares of Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. I further consent to the filing of copies of this opinion with agencies of such states and other jurisdictions as are deemed necessary in the course of complying with the laws of the states and jurisdictions regarding the issuance and sale of the shares of Common Stock covered by the Registration Statement in accordance with the Registration Statement. In giving such consents, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours,
/s/ Ira M. Dansky |
EXHIBIT 23.2
Consent of Independent Registered Public Accounting Firm
The Jones Group Inc.
New York, New York
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated February 22, 2013, relating to the
consolidated financial statements, the effectiveness of The Jones Group Inc.'s
internal control over financial reporting and schedule of The Jones Group Inc.
appearing in The Jones Group Inc.'s Annual Report on Form 10-K for the year
ended December 31, 2012.
/s/ BDO USA, LLP
New York, New York
June 24, 2013