0000897429-22-000007.txt : 20220124 0000897429-22-000007.hdr.sgml : 20220124 20220124160809 ACCESSION NUMBER: 0000897429-22-000007 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220124 DATE AS OF CHANGE: 20220124 EFFECTIVENESS DATE: 20220124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHICO'S FAS, INC. CENTRAL INDEX KEY: 0000897429 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 592389435 STATE OF INCORPORATION: FL FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-88844 FILM NUMBER: 22549396 BUSINESS ADDRESS: STREET 1: 11215 METRO PKWY CITY: FT MYERS STATE: FL ZIP: 33966-1206 BUSINESS PHONE: 2392776200 MAIL ADDRESS: STREET 1: 11215 METRO PKY CITY: FT MYERS STATE: FL ZIP: 33966-1206 FORMER COMPANY: FORMER CONFORMED NAME: CHICOS FAS INC DATE OF NAME CHANGE: 19930212 S-8 POS 1 s-8posdated01242022.htm S-8 POS Document

As filed with the Securities and Exchange Commission on January 24, 2022
Registration No. 333-88052
Registration No. 333-88844
Registration No. 333-152546


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-88052
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-88844
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-152546

Under
The Securities Act of 1933
 
Chico’s FAS, Inc.
(Exact name of registrant as specified in its charter)

Florida 59-2389435
(State or other jurisdiction
of incorporation or organization)

11215 Metro Parkway
Fort Myers, Florida
(Address of Principal Executive Offices)
 (I.R.S. Employer
Identification No.)

33966
(Zip Code)
  
Chico’s FAS, Inc. Second Amended and Restated 2002 Employee Stock Purchase Plan
Amended and Restated Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan
(Full title of the plan)
  

Molly Langenstein
Chief Executive Officer and President
Chico’s FAS, Inc.
11215 Metro Parkway
Fort Myers, Florida 33966
(239) 277-6200
(Name, address and telephone number,
including area code, of agent for service)
  
Copies To:
Patrick J. Guido
Executive Vice President and Chief Financial Officer
Chico’s FAS, Inc.
11215 Metro Parkway
Fort Myers, Florida 33966
(239) 277-6200

and

Susan S. Ancarrow, Esq.
Troutman Pepper Hamilton Sanders LLP
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1200
 


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨  Accelerated filer ý
Non-accelerated filer
 
¨ 
  Smaller reporting company ¨
Emerging growth company ¨
    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨ 




EXPLANATORY NOTE
Deregistration of Unsold Shares

These Post-Effective Amendments No. 1 (the “Post-Effective Amendments”) relate to and amend the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by Chico’s FAS, Inc. (the “Company”), which have been filed with the Securities and Exchange Commission (the “Commission”):

•Registration Statement No. 333-88052, filed with the Commission on May 10, 2002, pertaining to the registration of 1,000,000 shares (as adjusted by subsequent corporate actions, including stock splits, effective after the effective date of such Registration Statement) of common stock, par value $0.01 per share (the “Common Stock”) of the Company for issuance pursuant to the Chico’s FAS, Inc. 2002 Employee Stock Purchase Plan, subsequently amended and restated as the Chico’s FAS, Inc. Second Amended and Restated 2002 Employee Stock Purchase Plan.

•Registration Statement No. 333-88844, filed with the Commission on May 22, 2002, and Registration Statement No. 333-152546, filed with the Commission on July 25, 2008, pertaining to the registration of 2,750,000 shares and 10,000,000 shares, respectively (in each case as adjusted by subsequent corporate actions, including stock splits, effective after the effective date of such Registration Statement), of Common Stock of the Company for issuance pursuant to the Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan, subsequently amended and restated as the Amended and Restated Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan.

The Company has terminated any offering of its Common Stock pursuant to the Registration Statements. In accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the Common Stock that had been registered for issuance that remains unsold or unissued at the termination of the respective offerings, these Post-Effective Amendments hereby amend the Registration Statements to deregister all shares of Common Stock that were previously registered and that remain unsold or unissued under the Registration Statements as of the date of these Post-Effective Amendments.



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 Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Myers, State of Florida, on the date or dates indicated below.
 
  CHICO’S FAS, INC.
(Registrant)
January 24, 2022 By: /s/ Molly Langenstein
 Molly Langenstein
 Chief Executive Officer, President and Director




Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SignatureCapacityDate
/s/ Molly Langenstein
Molly Langenstein
Chief Executive Officer, President and Director
(Principal Executive Officer)		January 24, 2022
/s/ Patrick J. Guido
Patrick J. Guido
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

January 24, 2022
/s/ David M. Oliver
David M. Oliver
Senior Vice President Finance – Controller and Chief Accounting Officer
(Controller and Principal Accounting Officer)

January 24, 2022
/s/ Bonnie R. Brooks
Bonnie R. Brooks
Executive Chair of the BoardJanuary 24, 2022
/s/ Janice L. Fields
Janice L. Fields
DirectorJanuary 24, 2022
/s/ Deborah L. Kerr
Deborah L. Kerr
DirectorJanuary 24, 2022
/s/ John J. Mahoney
John J. Mahoney
DirectorJanuary 24, 2022
/s/ Kevin Mansell
Kevin Mansell
Lead Independent DirectorJanuary 24, 2022
/s/ Kim Roy
Kim Roy
DirectorJanuary 24, 2022
/s/ David F. Walker
David F. Walker
DirectorJanuary 24, 2022
/s/ Stephen E. Watson
Stephen E. Watson
DirectorJanuary 24, 2022