-----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, OOhW/dj1vO2VSbflx3hREabLviwrhKOtHEaBqyCCPXkH1ADcmMAVUV/DaVdC5NmR 0+12v3yn6HCBUKEAWo1ZRA== 0000874214-98-000002.txt : 19980317 0000874214-98-000002.hdr.sgml : 19980317 ACCESSION NUMBER: 0000874214-98-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980312 ITEM INFORMATION: FILED AS OF DATE: 19980313 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAYLOR ANN STORES CORP CENTRAL INDEX KEY: 0000874214 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 133499319 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10738 FILM NUMBER: 98564724 BUSINESS ADDRESS: STREET 1: 142 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125413300 8-K 1 ATSC 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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) January 16, 1998 ------------------- ANNTAYLOR STORES CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-10738 13-3499319 - ---------------------------- ------------ --------------------- (State of other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 142 West 57th Street, New York, NY 10019 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (212) 541-3300 --------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) ============================================================================ ITEM 5. Other Events - ---------------------- Dismissal of Novak v. Kasaks et al. - ----------------------------------- On March 10, 1998, the U.S. District Court for the Southern District of New York issued an Opinion granting the defendants' motions to dismiss the complaint, filed in or around April 1996, in the purported class action lawsuit against the Registrant, its wholly owned subsidiary AnnTaylor, Inc. ("Ann Taylor"), present and former directors and officers of the Company and Ann Taylor, Merrill Lynch & Co. ("Merrill") and certain affiliates of Merrill (Novak v. Kasaks, et. al., No. 96 CIV 3073 (S.D.N.Y. 1996)). The ---------------------------------------------------------- complaint alleged causes of action under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, by alleging, among other things, that the Company and the other defendants engaged in a fraudulent scheme and course of business that operated a fraud or deceit on purchasers of the Company's common stock during the period commencing February 3, 1994 through May 4, 1995 due to false and misleading statements about the Company and Ann Taylor. The Court found that the complaint failed to state a claim upon which relief may be granted, and failed to plead fraud with particularity and an inability to do so. The Court's Opinion grants the plaintiffs leave to amend and re-file the complaint within thirty days of the date of the Opinion. The plaintiffs may also appeal the Court's ruling. Amendment of Stock Option Plan - ------------------------------ On January 16, 1998, the Board of Directors of AnnTaylor Stores Corporation (the "Company") adopted certain amendments (the "Amendment") to the Company's amended and restated 1992 Stock Option and Restricted Stock and Unit Award Plan. A copy of ===================================================================== the Amendment is filed herewith as Exhibit 10 and is incorporated herein by this reference. ITEM 7. Financial Statements and Exhibits - ------------------------------------------- Exhibit No. Title - ----------- ----------------------------------------------- 10 January 16, 1998 Amendment to the AnnTaylor Stores Corporation Amended and Restated 1992 Stock Option and Restricted Stock and Unit Award Plan SIGNATURES ---------- 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. AnnTaylor Stores Corporation Date: March 12, 1998 By: /s/ Walter J. Parks ------------------------- Walter J. Parks Senior Vice President - Chief Financial Officer EX-10 2 EXHIBIT 10 January 16, 1998 AMENDMENT to THE ANNTAYLOR STORES CORPORATION 1992 STOCK OPTION AND RESTRICTED STOCK AND UNIT AWARD PLAN The AnnTaylor Stores Corporation 1992 Stock Option and Restricted Stock and Unit Award Plan, amended and restated as of February 23, 1994 and subsequently amended as of February 20, 1997 (the "Plan"), is hereby further amended, effective as of January 16, 1998, as follows: 1. Section 3 of the Plan is hereby amended by restating the first paragraph thereof to read in its entirety as follows: The Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors of the Corporation (the "Board"). The Committee shall consist of two or more members of the Board, each of whom shall be both an "outside director" within the meaning of Section 162(m) of the Code and a "nonemployee director" within the meaning of Rule 16b-3, as from time to time amended ("Rule 16b-3"), promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. Section 3 of the Plan is hereby further amended by adding the following new sentence at the end of the third paragraph of that Section: The Committee shall have the authority in its discretion to delegate to specified officers of the Corporation the power to make Grants, including to determine the terms of such Grants, and the power to extend the exercisability of Options pursuant to Section 6(f) or 6(g) hereof, in each case consistent with the terms of this Plan and subject to such restrictions, if any, as the Committee may specify when making such delegation; provided that the delegates shall not -------- have authority to make Grants to, or extend the exercisability of Options held by, such delegates or any Executive Officer (as defined below in this Section 3). Appendix A Page A1 ============================================================== 3. The fifth paragraph of Section 3 of the Plan is hereby amended by changing the words "disinterested persons" in the twelfth line thereof to the words "nonemployee directors". 4. Section 4 of the Plan is hereby amended by restating the first sentence of the first paragraph thereof to read in its entirety as follows: Options, Restricted Stock Awards and Restricted Unit Awards may be granted to employees (including, without limitation, officers who are employees) of the Corporation or its present or future divisions and Subsidiary Corporations, and to directors (whether or not employees) of the Corporation or its present or future divisions and Subsidiary Corporations. 5. Section 5 of the Plan is hereby amended by restating the second and third sentences thereof to read in their entirety as follows: Subject to the next sentence of this paragraph, the aggregate number of shares of Common Stock as to which Options alone may be granted from time to time under this Plan shall not exceed 2,850,000; the number of shares of Common Stock as to which Restricted Stock Awards alone may be granted from time to time under this Plan shall not exceed 67,000; and the number of Restricted Units that may be awarded from time to time under this Plan shall not exceed 33,000. In addition to the shares of Common Stock and Restricted Units made available for Grants under the preceding sentence, there may be granted from time to time under this Plan additional Options, Restricted Shares and Restricted Units for an aggregate of an additional 250,000 shares of Common Stock (for purposes of this calculation, counting each such additional Restricted Unit as one share of Common Stock). 6. Section 6 of the Plan is hereby amended by restating the second sentence of Section 6(f) to read in its entirety as follows, effective with respect to Grants made on or after the date on which this Amendment is adopted by the Board: Appendix A Page A2 ============================================================== In the event that the employment of an Optionee shall terminate other than by reason of death, Disability or Retirement, all Options theretofore granted to such Optionee shall, to the extent not theretofore exercised or canceled, terminate immediately upon such separation of employment; provided, however, that the Committee may in its -------- ------- discretion extend the period for exercise of Options that were exercisable at the time of separation of employment to a date later than such separation date, but in any event not beyond the date on which the Option would otherwise expire pursuant to Section 6(e) hereof. 7. Section 6 of the Plan is hereby amended by restating Section 6(g) to read in its entirety as follows: (g) DEATH, DISABILITY OR RETIREMENT OF OPTIONEE. If an Optionee shall die while employed by the Corporation or a Subsidiary Corporation, or if the Optionee's employment shall terminate by reason of Disability or Retirement, all Options theretofore granted to such Optionee, to the extent exercisable on the date of death or separation, may be exercised by the Optionee or by the Optionee's estate or by a person who acquired the right to exercise such Option by bequest or inheritance or otherwise by reason of the death or Disability of the Optionee, at any time within three (3) years after the date of death or termination by reason of Disability or Retirement, or at such later time as the Committee may in its discretion determine, but in any event not beyond the date on which the Option would otherwise expire pursuant to Section 6(e) hereof. The Plan, as amended hereby, is hereby ratified and affirmed in all respects. Appendix A Page A3 -----END PRIVACY-ENHANCED MESSAGE-----