-----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, GEtxTrhb1/FNTcRceNCJvnr5PzLk+mGdQOayY7Wo2PTP+y05TVOjXyBDXya+XrPi VJaDSN4aYIYPpT6qCVgpFw== 0000950172-97-000911.txt : 19971006 0000950172-97-000911.hdr.sgml : 19971006 ACCESSION NUMBER: 0000950172-97-000911 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971003 EFFECTIVENESS DATE: 19971003 SROS: NONE 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: S-8 SEC ACT: SEC FILE NUMBER: 333-37145 FILM NUMBER: 97690731 BUSINESS ADDRESS: STREET 1: 142 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125413300 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 3, 1997 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ANNTAYLOR STORES CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-3499319 (State of incorporation) (I.R.S. employer identification no.) 142 West 57th Street New York, New York 10019 (Address of principal executive offices) THE ANNTAYLOR STORES CORPORATION RESTRICTED STOCK ISSUED PURSUANT TO WRITTEN EMPLOYMENT AGREEMENTS WITH J. PATRICK SPAINHOUR AND PATRICIA DEROSA (Full title of the plan) Jocelyn F.L. Barandiaran, Esquire AnnTaylor Stores Corporation 142 West 57th Street New York, New York 10019 (212) 541-3300 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
================================================================================================= Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Aggregate Offering Registration to be Registered Registered Per Share (1)(2) Price (1)(2) Fee ================================================================================================= Common Stock, par value $0.0068 per share 105,000 shares $14.875 $1,561,875 $473.30 =================================================================================================
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"), on the basis of the average of the high and low sale prices for a share of Common Stock on the New York Stock Exchange on September 30, 1997, within five business days prior to filing. (2) Estimated solely for the purpose of calculating the registration fee. This Registration Statement on Form S-8 is being filed by AnnTaylor Stores Corporation (the "Registrant") with respect to (i) the 75,000 restricted shares of common stock, par value $.0068 per share (the "Common Stock"), of the Registrant issued by the Registrant to Mr. J. Patrick Spainhour, the Chairman and Chief Executive Officer of the Registrant, pursuant to the written employment agree- ment between the Registrant and Mr. Spainhour, as amended as of August 23, 1996 (the "Spainhour Agreement"), and (ii) the 30,000 restricted shares of Common Stock issued by the Registrant to Ms. Patricia DeRosa, the President and Chief Operating Officer of the Registrant, pursuant to the written employment agreement between the Registrant and Ms. DeRosa, dated November 25, 1996 (the "DeRosa Agreement"). PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents of the Registrant heretofore filed with the Securities and Exchange Commission (the "Commission") are incorporated in this Registration Statement by reference: (a) the Registrant's Annual Report on Form 10-K for the fiscal year ended February 1, 1997, (b) the Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended May 3, 1997 and August 2, 1997, (c) the Proxy Statement, dated May 2, 1997, relating to the Registrant's 1997 Annual Meeting of Stockholders and (d) the description of the Common Stock contained in the Registrant's Registration Statement on Form 8, dated May 15, 1991, filed under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the Common Stock. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the shares of Common Stock issued pursuant to the Spainhour Agreement and the DeRosa Agreement will be passed upon by Jocelyn F.L. Barandiaran, Senior Vice President, General Counsel and Secretary of the Registrant. Ms. Barandiaran has been granted options to purchase 68,500 shares of Common Stock under the Registrant's 1992 Stock Option and Restricted Stock and Unit Award Plan. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The General Corporation Law of the State of Delaware and the Restated Certificate of Incorporation of the Registrant limit the liability of and provide indemnification for directors and officers of the Registrant. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnifica- tion is against public policy as expressed in the Securities Act and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. The 105,000 shares of restricted Common Stock were issued pursuant to the exemption from registration available pursuant to section 4(2) of the Securities Act, which exempts from registration transactions by an issuer not involving any public offering. The Registrant issued 75,000 shares of restricted Common Stock and 30,000 shares of restricted Common Stock to Mr. J. Patrick Spainhour and Ms. Patricia DeRosa, respectively, pursuant to written employment agreements between the Regis- trant and each of Mr. Spainhour and Ms. DeRosa. No other shares of Common Stock were offered or issued by the Registrant to any other person simultaneously with or in connection with the issuance of the foregoing 105,000 shares of restricted Common Stock. ITEM 8. EXHIBITS. The following documents are being filed herewith or incorporated herein by reference as exhibits to this Registration Statement: Exhibit No. Description - ----------- ----------- 5.1 Opinion of Jocelyn F.L. Barandiaran, Esq., Senior Vice Pre- sident, General Counsel and Secretary of the Registrant. 23.1 Consent of Jocelyn F.L. Barandiaran, Esq. (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP to the incorporation by reference of their report. 24 Power of Attorney (see signature page). ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the Delaware General Corporation Law and the Restated Certificate of Incorporation of the Registrant, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, 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 autho- rized, in the City of New York, State of New York, on the 3rd day of October, 1997. ANNTAYLOR STORES CORPORATION By /s/ JOCELYN F.L. BARANDIARAN Jocelyn F.L. Barandiaran Senior Vice President KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS WALTER J. PARKS AND JOCELYN F.L. BARANDIARAN, AND EACH OF THEM, HIS OR HER TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND REVOCATION, FOR HIM OR HER AND IN HIS OR HER NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT AND TO FILE THE SAME WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS, OR ANY OF THEM, OR THEIR, HIS OR HER SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED ON OCTOBER 3, 1997. SIGNATURE TITLE /s/ J. Patrick Spainhour Chairman of the Board, Chief --------------------------- Executive Officer and J. Patrick Spainhour Director /s/ Patricia DeRosa President, Chief Operating --------------------------- Officer and Director Patricia DeRosa /s/ Walter J. Parks Senior Vice President - Chief -------------------------- Financial Officer Walter J. Parks /s/ James M. Smith Vice President and Controller -------------------------- (Principal Accounting Officer) James M. Smith /s/ Gerald S. Armstrong Director -------------------------- Gerald S. Armstrong /s/ James J. Burke, Jr. Director -------------------------- James J. Burke, Jr. /s/ Robert C. Grayson Director --------------------------- Robert C. Grayson /s/ Rochelle B. Lazarus Director --------------------------- Rochelle B. Lazarus /s/ Hanne M. Merriman Director ---------------------------- Hanne M. Merriman LIST OF EXHIBITS Designation Description of Exhibit - ----------- ---------------------- 5.1 Opinion of Jocelyn F.L. Barandiaran, Esq., Senior Vice President, General Counsel and Secretary of the Registrant, with respect to the legality of shares of Common Stock issued pursuant to the Spainhour Agreement and the DeRosa Agreement. 23.1 Consent of Jocelyn F.L. Barandiaran, Esq. (included in Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP to the incorporation by reference of their report. 24 Power of Attorney (set forth on signature page of Registration Statement). PROSPECTUS 105,000 Shares ANNTAYLOR STORES CORPORATION COMMON STOCK ($.0068 par value) _________________________ Of the 105,000 shares of Common Stock offered hereby, 75,000 shares are being offered and sold by Mr. J. Patrick Spainhour, the Chairman and Chief Executive Officer of the Company, and 30,000 shares are being offered and sold by Ms. Patricia DeRosa, the President and Chief Operating Officer of the Company. The Company will not receive any of the proceeds from the sale of shares by Mr. Spainhour and Ms. DeRosa. The Common Stock is listed on the New York Stock Exchange under the symbol "ANN". _________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _________________________ This Prospectus covers securities that have been registered under the Securities Act of 1933 and is intended to meet the requirements of Section 10(a) thereof. THIS PROSPECTUS IS TO BE USED BY MR. J. PATRICK SPAINHOUR AND MS. PATRICIA DEROSA IN CONNECTION WITH OFFERS AND SALES OF THE COMMON STOCK FROM TIME TO TIME IN ONE OR MORE PRIVATE TRANSACTIONS ON THE NEW YORK STOCK EXCHANGE AT A FIXED PRICE, WHICH MAY BE CHANGED, OR AT VARYING PRICES DETERMINED AT THE TIME OF SALE OR AT NEGOTIATED PRICES. _________________________ The date of this Prospectus is October 3, 1997 AVAILABLE INFORMATION AnnTaylor Stores Corporation, a Delaware corporation (the "Company"), has filed with the Securities and Exchange Commission (the "Commission"), Washington, D.C., a registration statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement"), with respect to the securities being offered by this Prospectus. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to the Company and the securities offered hereby, reference is made to the Registration Statement, including exhibits thereto, which may be inspected and copies of which may be obtained (at prescribed rates) at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the following regional offices: 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New York, New York 10048. The Commission also maintains a Web site at http://www.sec.gov that contains reports, proxy statements and other information. Such materials also may be inspected at the offices of the New York Stock Exchange, Broad Street, New York, New York 10005. The Company is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files periodic reports, proxy statements and other information with the Commission. Reports and other information concerning the Company may be inspected and copied at the locations indicated above. DOCUMENTS INCORPORATED BY REFERENCE The documents incorporated by reference in the Registration Statement are incorporated herein by reference. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and/or 15(d) of the Exchange Act shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of the filing of such document. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents). Requests should be directed to AnnTaylor Stores Corporation, 142 West 57th Street, New York, New York 10019, Attention: Jocelyn F.L. Barandiaran, Corporate Secretary, telephone number (212) 541-3300. USE OF PROCEEDS The Company will not receive any of the proceeds from the sale of the Common Stock by Mr. J. Patrick Spainhour or Ms. Patricia DeRosa. SELLING STOCKHOLDERS The Common Stock offered by this Prospectus is being sold by Mr. J. Patrick Spainhour, the Chairman and Chief Executive Officer of the Company, and Ms. Patricia DeRosa, the President and Chief Operating Officer of the Company. Mr. Spainhour owns 75,000 shares of restricted Common Stock, of which 25,000 shares are vested and could be sold currently. Of the remaining 50,000 shares, 25,000 shares vest on August 23, 1998 and 25,000 shares vest on August 23, 1999. Ms. DeRosa owns 30,000 shares of restricted Common Stock, 10,000 shares of which vest on each of December 9, 1997, 1998 and 1999. Unvested shares of restricted Common Stock cannot be sold until the applicable vesting date. In addition, (i) Mr. Spainhour owns vested options to acquire 50,000 shares of Common Stock and additional options to acquire 125,000 shares of Common Stock, 50,000 of which vest on February 1, 1998 and the remaining 75,000 of which vest upon the earlier of December 12, 2005 or the date on which the Company achieves certain performance targets and (ii) Ms. DeRosa owns options to acquire 100,000 shares of Common Stock of which 50,000 vest as to one-third of such options on December 9 of 1997, 1998 and 1999 and the remaining 50,000 of which vest upon the earlier of December 9, 2005 or the date on which the Company achieves certain performance targets. PLAN OF DISTRIBUTION This Prospectus is to be used by Mr. J. Patrick Spainhour and Ms. Patricia DeRosa in connection with offers and sales of the Common Stock from time to time in one or more private transactions on the New York Stock Exchange at a fixed price, which may be changed, or at varying prices determined at the time of sale or at negotiated prices. LEGAL MATTERS Certain legal matters with respect to the Common Stock have been passed upon for the Company by Jocelyn F.L. Barandiaran, Esq., Senior Vice President, General Counsel and Secretary. Ms. Barandiaran has been granted options to purchase 68,500 shares of Common Stock under the Company's 1992 Stock Option and Restricted Stock and Unit Award Plan. No dealer, salesman or any other person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offering 105,000 Shares described herein, and, if given or made, such information or representations must not AnnTaylor. be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a Common Stock solicitation of an offer to buy any securities other than those specifically offered hereby in any jurisdiction _______________ to any person to whom it is unlawful to make an PROSPECTUS offer or solicitation in _______________ such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to its date. October 3, 1997 _____________ TABLE OF CONTENTS Page Available Information 2 Documents Incorporated by Reference 2 Use of Proceeds 3 Selling Stockholder 3 Plan of Distribution 3 Legal Matters 3 EX-5 2 EXHIBIT 5.1 - OPINION EXHIBIT 5.1 October 3, 1997 AnnTaylor Stores Corporation 142 West 57th Street New York, New York 10019 Re: Registration Statement on Form S-8 of AnnTaylor Stores Corporation Ladies and Gentlemen: I am Senior Vice President, General Counsel and Secretary of AnnTaylor Stores Corporation, a Delaware corporation (the "Company"), and am familiar with the corporate affairs of the Company. This opinion is being delivered in connection with the Registration Statement on Form S-8 (File No. 33- ) of the Company (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to (i) 75,000 restricted shares of the Company's common stock, par value $.0068 per share (the "Common Stock"), issued to J. Patrick Spainhour, the Company's Chairman and Chief Executive Officer, pursuant to the employment agreement between the Company and Mr. Spainhour, as amended as of August 23, 1996 (the "Spainhour Agreement") and (ii) 30,000 restricted shares (together with the 75,000 restricted shares issued to Mr. Spainhour, the "Shares") of Common Stock issued to Patricia DeRosa, the Company's President and Chief Operating Officer, pursuant to the employment agreement, dated November 25, 1996, between the Company and Ms. DeRosa (together with the Spainhour Agreement, the "Agreements"). In connection with this opinion, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of such documents as I have deemed necessary or appropriate as a basis for the opinions set forth herein, including (i) the Registration Statement, (ii) the Agreements, (iii) the Restated Certificate of Incorporation and the Bylaws of the Company, each as currently in effect and (iv) copies of certain resolutions adopted by the Board of Directors of the Company relating to, among other things, the issuance of the Shares and the filing of the Registration Statement and related matters. In such examination, I have assumed the genuineness of all signatures (except signatures of the Company), the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies. In making my examination of documents executed by parties other than the Company, I have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due execution and delivery by such parties of such documents and the validity, binding effect and enforceability thereof. As to any facts material to the opinions expressed herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company and others. I am admitted to the Bar of the State of New York and express no opinion regarding the laws of any other jurisdiction, other than the General Corporation Law of the State of Delaware. Based upon and subject to the foregoing and the qualifications and limitations set forth herein, I am of the opinion that the Shares have been duly authorized for issuance and are validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof under the laws of the State of Delaware. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption "Legal Matters" in the Registration Statement. This opinion is being furnished to you solely for your benefit in connection with the Registration Statement, and is not to be used, circulated, quoted, relied upon or otherwise referred to for any other purpose or by any other person without my express prior written consent. Very truly yours, Jocelyn F.L. Barandiaran EX-23 3 EXHIBIT 23.2 - CONSENT EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of AnnTaylor Stores Corporation on Form S-8 of our report dated March 6, 1997, appearing in the Annual Report on Form 10-K of AnnTaylor Stores Corporation for the fiscal year ended February 1, 1997. Deloitte & Touche LLP New York, New York October 2, 1997 -----END PRIVACY-ENHANCED MESSAGE-----