S-8 1 ds8.htm FORM S-8 Form S-8

As filed with the Securities and Exchange Commission on August 23, 2010

Registration No. 333-            

 

 

 

UNITED STATES

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 or Other Jurisdiction

of Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

 

7 Times Square

New York, New York

  10036
(Address of Principal Executive Office)   (Zip Code)

 

 

ANNTAYLOR STORES CORPORATION

ASSOCIATE DISCOUNT STOCK PURCHASE PLAN, AS AMENDED

(Full Title of the Plan)

 

 

Barbara K. Eisenberg, Esq.

Executive Vice President, General Counsel and Secretary

AnnTaylor Stores Corporation

7 Times Square

New York, New York 10036

(Name and Address of Agent For Service)

(212) 541-3300

(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 definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to be Registered

 

Amount

to be

Registered (1)

 

Proposed

Maximum

Offering Price Per
Security (2)

 

Proposed

Maximum

Aggregate

Offering Price (2)

  Amount of
Registration Fee

AnnTaylor Stores Corporation Common Stock, par value $0.0068 per share

  1,500,000   $15.77   $23,655,000   $1,686.60
 
 
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers additional shares of Common Stock which may become issuable by reason of any stock split, stock dividend, recapitalization or other similar transaction effected without receipt of consideration which results in an increase in the number of the Registrant’s shares of outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act. The price per share is estimated to be $15.77 based on the average of the high and low sales prices of shares of the Registrant’s Common Stock on August 18, 2010, as reported on the New York Stock Exchange.

 

 

 


EXPLANATORY NOTE

AnnTaylor Stores Corporation (the “Registrant”) has prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act, to register the issuance of up to 1,500,000 additional shares of its common stock, par value $0.0068 per share (“Common Stock”), under the AnnTaylor Stores Corporation Associate Discount Stock Purchase Plan (“ADSPP”). On April 13, 2010, the Registrant filed with the Commission a definitive Proxy Statement (File No. 001-10738), which included a proposal for stockholder approval to increase the overall number of shares available under the ADSPP by 1,500,000 shares of Common Stock, which proposal was approved by the Registrant’s stockholders on May 19, 2010.

This registration statement is filed for the purpose of registering additional securities of the same class as those registered under a currently effective registration statement on Form S-8, originally filed with the Securities and Exchange Commission (the “Commission”) on June 3, 1999 (File No. 333-79921), under which the Registrant registered an aggregate of 250,000 shares of Common Stock (which amount was automatically increased to 375,000 and to 562,500 pursuant to Rule 416 of the Securities Act as a result of two separate 3 for 2 stock splits of the Registrant’s Common Stock that occurred in May 2002 and May 2004, respectively). On June 21, 2002 (File No. 333-90954), the Registrant filed with the Commission a currently effective registration statement on Form S-8, to register the issuance of up to an additional 600,000 shares of Common Stock under the ADSPP (which amount was automatically increased to 900,000 pursuant to Rule 416 of the Securities Act as a result of a 3 for 2 stock split of the Registrant’s Common Stock that occurred in May 2004). In addition, on December 5, 2008 (File No. 333-155958), the Registrant filed with the Commission a currently effective registration statement on Form S-8, to register the issuance of up to an additional 650,000 shares of Common Stock under the ADSPP. Pursuant to General Instruction E to Form S-8, the contents of these registration statements (File No. 333-79921, File No. 333-90954 and File No. 333-155958), including any amendments thereto or filings incorporated therein, are incorporated herein by reference.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Commission are incorporated herein by reference:

 

   

The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 30, 2010, filed March 12, 2010.

 

   

The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended May 1, 2010 and July 31, 2010.

 

   

The Registrant’s Current Reports on Form 8-K filed February 2, 2010, March 12, 2010, May 4, 2010, May 21, 2010, May 25, 2010 and August 20, 2010, in each case, except for any information therein deemed “furnished” but not “filed.”

 

   

The Registrant’s Proxy Statement, filed April 13, 2010, relating to the Registrant’s 2010 Annual Meeting of Stockholders.

 

   

The description of the Common Stock of the Registrant set forth in the Registrant’s Registration Statement on Form 8-A, dated May 15, 1991, filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendment or report filed for the purpose of updating such description.

 

   

The Registrant’s Registration Statements on Form S-8 filed June 3, 1999 (File No. 333-79921), June 21, 2002 (File No. 333-90954) and December 5, 2008 (File No. 333-155958).

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof and prior to the filing of a post-effective amendment which indicates that all of the securities offered hereby have been sold or which deregisters all such 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 8. EXHIBITS

 

Exhibit No.

 

Description of Exhibit

    4.1   Restated Certificate of Incorporation of AnnTaylor Stores Corporation. Incorporated by reference to Exhibit 3.1 to the Form 10-Q of AnnTaylor Stores Corporation for the Quarter ended April 29, 2006, filed on June 7, 2006.
    4.2   By-laws of AnnTaylor Stores Corporation, as amended through January 27, 2009. Incorporated by reference to Exhibit 3.2 to the Form 8-K of AnnTaylor Stores Corporation, filed on January 30, 2009.
    4.4   AnnTaylor Stores Corporation Associate Discount Stock Purchase Plan, incorporated by reference to Exhibit B to the definitive proxy statement of AnnTaylor Stores Corporation, filed on April 13, 2010.
*23.1   Consent of Deloitte & Touche LLP.
*24.1   Powers of Attorney (included on signature page).

 

* Filed electronically herewith.


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 authorized, in the City of New York, State of New York, on this 23 rd day of August, 2010.

 

ANNTAYLOR STORES CORPORATION
By:  

/s/ Kay Krill

  Name:   Kay Krill
  Title:   President and Chief Executive Officer

POWERS OF ATTORNEY

Know all men by these presents, that each person whose signature appears below constitutes and appoints Kay Krill, Barbara K. Eisenberg and Michael J. Nicholson, 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 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 or she 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 in the capacities indicated.

 

NAME    TITLE   DATE

/s/ Kay Krill

  

President, Chief Executive Officer

and Director

(Principal Executive Officer and Director)

  August 23, 2010
Kay Krill     
    

/s/ Michael J. Nicholson

  

Executive Vice President, Chief

Financial Officer and Treasurer

(Principal Financial Officer and Principal

Accounting Officer)

  August 23, 2010
Michael J. Nicholson     
    
    


NAME    TITLE   DATE

/s/ Ronald W. Hovsepian

  

Non-Executive Chairman of the Board

and Director

  August 23, 2010
Ronald W. Hovsepian     

/s/ James J. Burke, Jr.

   Director   August 23, 2010
James J. Burke, Jr.     

/s/ Michelle Gass

   Director   August 23, 2010
Michelle Gass     

/s/ Dale W. Hilpert

   Director   August 23, 2010
Dale W. Hilpert     

/s/ Linda A. Huett

   Director   August 23, 2010
Linda A. Huett     

/s/ Michael W. Trapp

   Director   August 23, 2010
Michael W. Trapp     

/s/ Daniel W. Yih

   Director   August 23, 2010
Daniel W. Yih     


LIST OF EXHIBITS

 

Exhibit No.

  

Description of Exhibit

    4.1    Restated Certificate of Incorporation of AnnTaylor Stores Corporation. Incorporated by reference to Exhibit 3.1 to the Form 10-Q of AnnTaylor Stores Corporation for the Quarter ended April 29, 2006, filed on June 7, 2006.
    4.2    By-laws of AnnTaylor Stores Corporation, as amended through January 27, 2009. Incorporated by reference to Exhibit 3.2 to the Form 8-K of AnnTaylor Stores Corporation, filed on January 30, 2009.
    4.4    AnnTaylor Stores Corporation Associate Discount Stock Purchase Plan, incorporated by reference to Exhibit B to the definitive proxy statement of AnnTaylor Stores Corporation, filed on April 13, 2010.
*23.1    Consent of Deloitte & Touche LLP.
*24.1    Powers of Attorney (included on signature page).

 

* Filed electronically herewith.