-----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, VIRTsGGHWKstVA5azDDMlcs3VTRbFDpis3NnMT9c921daTuuSfexXAEP6BxcdO5s PXKZQtbqP4N49TaEB6ivhw== 0000950144-98-005300.txt : 19980430 0000950144-98-005300.hdr.sgml : 19980430 ACCESSION NUMBER: 0000950144-98-005300 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980429 EFFECTIVENESS DATE: 19980429 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHICOS 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: 0201 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-51297 FILM NUMBER: 98604259 BUSINESS ADDRESS: STREET 1: 11215 METRO PKWY CITY: FT MYERS STATE: FL ZIP: 33912-1206 BUSINESS PHONE: 8134335505 MAIL ADDRESS: STREET 1: 11215 METRO PKY CITY: FT MYERS STATE: FL ZIP: 33912-1206 S-8 1 CHICO'S FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28,1998 Registration Statement No. ------ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT 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 (I.R.S. Employer of incorporation or organization) Identification Number) 11215 METRO PARKWAY FORT MYERS, FLORIDA 33912 (941) 277-6200 (Address, including zip code, of Registrant's principal executive offices) CHICO'S FAS, INC. NON-EMPLOYEE DIRECTORS' STOCK OPTION PROGRAM (Full title of the plan) MARVIN J. GRALNICK, PRESIDENT CHICO'S FAS, INC. 11215 METRO PARKWAY FORT MYERS, FLORIDA 33912 (Name and address of agent for service) (941) 277-6200 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
========================================================================================================== Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of to be Registered Registered Price Per Share(1) Aggregate Offering Price Registration Fee - ---------------------------------------------------------------------------------------------------------- Common Stock. . . . . 182,000 shs. $8.69 $1,581,580 $466.57 ==========================================================================================================
(1) Estimated pursuant to Rule 457(c), solely for the purpose of calculating the registration fee, based upon the average of the high and low prices for the common stock reported by the Nasdaq National Market on April 27, 1998. 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. By this reference, the following documents filed or to be filed by Chico=s FAS, Inc. (the ACompany@) with the Securities and Exchange Commission (the ACommission@) are incorporated into and made a part of this Registration Statement: 1. The Company's Annual Report on Form 10-K (Commission File No. 0-21258) for the Year Ended January 31, 1998, as filed with the Commission on April 27, 1998. 2. All documents filed by the Company with the Commission subsequent to the date of this Registration Statement under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, and 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 into and made a part of this Registration Statement from the date of filing of such documents with the Commission. 3. The description of the Common Stock of the Company contained on page 47 of the Company's Prospectus dated November 16, 1993, as filed with the Commission under Rule 424(b) of the Securities Act of 1933, which was a part of the Company's Registration Statement on Form S-1 (Registration Statement No. 33-70620), as amended and which was incorporated by reference in the Company's Registration Statement on Form 8-A as filed with the Commission under the Securities Exchange Act of 1934 (Registration Statement No. 0-21258). ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Florida Business Corporation Act, as amended (the "Florida Act"), provides that, in general, a business corporation may indemnify any person who is or was a party to any proceeding (other than an action by, or in the right of, the corporation) by reason of the fact that he or she is or was a director or officer of the corporation, against liability incurred in connection with such proceeding, including any appeal thereof, provided certain standards are met, including that such officer or director acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and provided further that, with respect to any criminal action or proceeding, the officer or director had no reasonable cause to believe his or her conduct was unlawful. In the case of proceedings by or in the right of the corporation, the Florida Act provides that, in general, a corporation may indemnify any person who was or is a party to any such proceeding by reason of the fact that he or she is or was a director or officer of the corporation against expenses and amounts paid in settlement actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, provided that II-1 3 such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim as to which such person is adjudged liable unless a court of competent jurisdiction determines upon application that such person is fairly and reasonably entitled to indemnity. To the extent that any officers or directors are successful on the merits or otherwise in the defense of any of the proceedings described above, the Florida Act provides that the corporation is required to indemnify such officers or directors against expenses actually and reasonably incurred in connection therewith. However, the Florida Act further provides that, in general, indemnification or advancement of expenses shall not be made to or on behalf of any officer or director if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a transaction from which the director or officer derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the director has voted for or assented to a distribution made in violation of the Florida Act or the corporation's articles of incorporation; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder. Article VI of the Company's By-laws provides that the Company shall indemnify any director, officer or employee or any former director, officer or employee to the full extent permitted by law. The Company has purchased insurance with respect to, among other things, the liabilities that may arise under the statutory provisions referred to above. The directors and officers of the Company also are insured against certain liabilities, including certain liabilities arising under the Securities Act of 1933, which might be incurred by them in such capacities and against which they are not indemnified by the Company. The Company has entered into indemnity agreements with each of its directors and executive officers. The indemnity agreements create certain indemnification obligations of the Company in favor of the directors and executive officers and, as a permitted by applicable law, clarify and expand the circumstances under which a director or executive officer will be indemnified. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS.
Exhibit Number Description - ----- ----------- 4.1 Form of Non-Employee Director Stock Option Agreement 4.2 Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4 to the Company's Registration Statement on Form S-1, Registration Statement No. 33-49400, as filed with the Commission on August 18, 1992, as amended). 4.3 Amended and Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.2 to the Company's Form 10-Q for the Quarter ended September 1, 1992, as filed with the Commission on October 15, 1992).
II-2 4 Exhibit Number Description - ----- ----------- 4.4 Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.4 to the Company's Form 10-Q for the Quarter ended September 1, 1992, as filed with the Commission on October 15, 1992). 5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, as to the legality of the Common Stock being registered 23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis (contained in Exhibit 5) 23.2 Consent of Arthur Andersen LLP 24 Powers of Attorney (contained on 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. II-3 5 (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 of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue. II-4 6 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 Fort Myers, State of Florida, on the 28th day of April, 1998. Chico's FAS, Inc. By: /s/ Marvin J. Gralnick -------------------------------- Marvin J. Gralnick President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and directors of Chico=s FAS, Inc., a Florida corporation, for himself and not for one another, does hereby constitute and appoint Marvin J. Gralnick, Charles J. Kleman and Scott A. Edmonds, and each of them, a true and lawful attorney in his name, place and stead, in any and all capacities, to sign his name to any and all amendments, including post-effective amendments, to this registration statement, with respect to the proposed issuance, sale and delivery of shares of its Common Stock, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and each of the undersigned for himself hereby ratifies and confirms all that said attorneys or any one of them shall 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 dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Marvin J. Gralnick President, Chief Executive April 28, 1998 - --------------------------------------- Officer and Director Marvin J. Gralnick (Principal Executive Officer) /s/ Charles J. Kleman Chief Financial Officer, April 28, 1998 - --------------------------------------- Executive Vice President - Charles J. Kleman Finance and Director (Principal Financial Officer and Principal Accounting Officer) /s/ Helene B. Gralnick Director April 28, 1998 - --------------------------------------- Helene B. Gralnick /s/ Verna K. Gibson Director April 28, 1998 - --------------------------------------- Verna K. Gibson
II-5 7 /s/ Ross E. Roeder Director April 28, 1998 - --------------------------------------- Ross E. Roeder /s/ John Burden Director April 28, 1998 - --------------------------------------- John Burden
II-6 8 EXHIBIT INDEX
Exhibit - ------- Number Description - ------ ----------- 4.1 Form of Non-Employee Director Stock Option Agreement 4.2 Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4 to the Company's Registration Statement on Form S-1, Registration Statement No. 33-49400, as filed with the Commission on August 18, 1992, as amended). 4.3 Amended and Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.2 to the Company's Form 10-Q for the Quarter ended September 1, 1992, as filed with the Commission on October 15, 1992). 4.4 Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.4 to the Company's Form 10-Q for the Quarter ended September 1, 1992, as filed with the Commission on October 15, 1992). 5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, as to the legality of the Common Stock being registered 23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis (contained in Exhibit 5) 23.2 Consent of Arthur Andersen LLP
EX-4.1 2 NON EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT 1 EXHIBIT 4.1 NONEMPLOYEE DIRECTOR'S STOCK OPTION AGREEMENT THIS AGREEMENT is made this ____ day of ______________, 199__but is effective as of the ____ day of ____________, 199___, between CHICO'S FAS, Inc., a Florida corporation ("Chico's") and ___________, a nonemployee member of Chico's Board of Directors (the "Director"). W I T N E S S E T H WHEREAS, the Director is now a member of Chico's Board of Directors and Chico's desires to have the Director remain in its service and desires to encourage stock ownership by the Director and to increase the Director's proprietary interest in Chico's success; and as an inducement thereto has determined to grant to the Director the option herein provided for, to the end that the Director may thereby be assisted in obtaining an interest, or an increased interest, as the case may be, in the stock ownership of Chico's. NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto hereby agree as follows: 1. Grant. Chico's hereby grants to the Director an option (the "Option") to purchase __________ shares of Chico's common stock, par value $.01 per share ("Common Stock") at $_____ per share, both as adjusted pursuant to Section 10 hereof. 2. Exercise. The Option may be exercised at any time during the period hereinafter permitted by presentation at the principal offices of Chico's in Ft. Myers, Florida of (a) written notice to Chico's advising Chico's of the election of the Director to purchase the shares of Common Stock covered by this Option and (b) payment of the aggregate option price therefor. 3. Period of Exercise. The Option is exercisable in whole or from time to time in part during the period from ___________, 199___ through __________, 200__, except as provided in Section 8 hereof. 4. Vesting Schedule. The Optionee's rights under the Option shall vest 100% on ___________, 199__. 5. Requirements of Law. Chico's shall not be required to sell or issue any shares under the Option if the issuance of such shares shall constitute a violation of any provisions of any law or regulation of any governmental authority. Specifically, in connection with the Securities Act of 1933 (the "Act"), upon exercise of the Option, unless a registration statement under the Act is in effect with respect to the shares of Common Stock covered by the Option, Chico's shall not be required to issue such shares unless Chico's has received evidence reasonably satisfactory to the effect that the Director is acquiring such shares for investment and not with a view to the distribution thereof, and unless the certificate 2 issued representing the shares of Common Stock bears the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND APPLICABLE STATE SECURITIES LAWS." Any reasonable determination in this connection by Chico's shall be final, binding and conclusive. At such time as a registration statement under the Act is in effect with respect to the shares of Common Stock represented by certificates bearing the above legend or at such time as, in the opinion of counsel for Chico's, such legend is no longer required solely for compliance with applicable securities laws, then the holders of such certificates shall be entitled to exchange such certificates for certificates representing a like number of shares but without such legend. Chico's may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Act. Chico's shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. 6. Method of Payment. Payment shall be made: (a) in United States dollars by certified check, or bank draft or (b) by tendering to Chico's Common Stock shares owned by the person exercising the Option and having a fair market value equal to the cash exercise price applicable to such Option, such fair market value to be the closing price, on the date in question (or, if no shares are traded on such day, on the next preceding day on which shares were traded), of the Common Stock as reported on the Composite Tape, or if not reported thereon, then such price as reported in the trading reports of the principal securities exchange in the United States on which such stock is listed, or if such stock is not listed on a securities exchange in the United States, the mean between the dealer closing "bid" and "ask" prices on the over-the-counter market as reported by the National Association of Security Dealers Automated Quotation System (NASDAQ), or NASDAQ's successor, or if not reported on NASDAQ, the fair market value of such stock as determined by the Board in good faith and based on all relevant factors, or 2. 3 (c) by a combination of United States dollars and Common Stock shares as aforesaid. 7. Transferability of Option. The Option shall not be transferable by the Director otherwise than by will or the laws of descent and distribution, and shall be exercisable during his lifetime only by him. 8. Termination of Service, Death, Disability and Change in Control. Except as may be otherwise expressly provided in this Agreement, the Option herein granted shall terminate and all rights to exercise hereunder shall terminate (a) immediately in the event of the Director's discontinuance of service on Chico's Board of Directors as a result of his or her removal for cause and (b) seven (7) months after the date of the Director's discontinuance of service on Chico's Board of Directors for any other reason, other than death, disability or retirement. In the event of the death, disability or retirement of the Director while a member of the Board of Directors and before the date of expiration of the Option, the Option shall terminate and all rights to exercise hereunder shall terminate on the earlier of such date of expiration or one year following the date of such death, disability or retirement. After the death of the Director, his executors or administrators, or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time prior to such termination, to exercise the Option pursuant to the terms of this Agreement. If there shall occur a change in control of Chico's while any shares of Common Stock remain subject to this Option, then the Option shall become immediately exercisable without regard to Section 2 hereof and such exercisability shall terminate only pursuant to Section 2 hereof without regard to the other provisions of this Section 8. For purposes of this Agreement, a "change in control" of Chico's shall mean a change in control of a nature that would be required to reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1931 (the "Exchange Act") as in effect on the date hereof; provided, that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act and other than the persons who are directors on the date of this Agreement) is or becomes the beneficial owner, directly or indirectly, of securities of Chico's representing 20% or more of the combined voting power of Chico's then outstanding securities or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Chico's cease for any reason to constitute at least a majority thereof. 3. 4 9. No Rights as Stockholder. The Director shall have no rights as a stockholder with respect to shares covered by the Option until the date of issuance of a stock certificate for such shares; no adjustment for dividends, or otherwise, except as provided in Section 10, shall be made if the record date therefor is prior to the date of exercise of such option. 10. Stock Adjustments. (a) In the event of any increase or decrease in the number of issued shares of Common Stock resulting from a stock split or other division or consolidation of shares or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such shares effected without any receipt of consideration by Chico's, then, in any such event, the number of shares of Common Stock covered by the Option, and the purchase price per share of Common Stock covered by the Option shall be proportionately and appropriately adjusted for any such increase or decrease. (b) Subject to any required action by the stockholders, if any change occurs in the shares of Common Stock by reason of any recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or of any similar change affecting the shares of Common Stock, then, in any such event, the number and type of shares covered by the Option, and the purchase price per share of Common Stock covered by the Option, shall be proportionately and appropriately adjusted for any such change. A dissolution or liquidation of Chico's shall cause each outstanding Option to terminate. (c) In the event of a change in the Common Stock as presently constituted that is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any change shall be deemed to be shares of Common Stock within the meaning of this Agreement. (d) To the extent that the foregoing adjustments relate to stock or securities of Chico's, such adjustments shall be made by, and in the discretion of, the Board, whose determination in that respect shall be final, binding and conclusive. (e) Except as hereinabove expressly provided in this Section 10, the Director shall have no rights by reason of any division or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation, or spin-off of assets or stock of another corporation; and any issuance by Chico's of shares of stock of any class, securities 4. 5 convertible into shares of stock of any class, or warrants or options for shares of stock of any class shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Option. (f) The grant of this Option shall not affect in any way the right or power of Chico's to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate, or to dissolve, to liquidate, to sell, or to transfer all or any part of its business or assets. 11. Withholding. It shall be a condition to the obligation of Chico's to issue Common Stock shares upon exercise of an Option, that the Director (or any beneficiary or person entitled to act under Section 8 above) pay to Chico's, upon its demand, such amount as may be requested by Chico's for the purpose of satisfying any liability to withhold federal, state, local or foreign income or other taxes. If the amount requested is not paid, Chico's may refuse to issue Common Stock shares. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CHICO'S FAS, INC. By:_________________________________ President _____________________________________ ________________, Director 5. EX-5 3 OPINION 1 TAMPA E-MAIL ADDRESS: DIRECT LINE (813) 227-7457 GITEBLUM@TRENAM.COM April 28, 1998 Securities and Exchange Commission 450 5th Street, N.W. Judiciary Plaza Washington, DC 20549 RE: Chico's FAS, Inc. -- Non-Employee Directors Stock Option Program and Agreements Registration Statement on Form S-8 Ladies and Gentlemen: We have represented Chico's FAS, Inc. (the "Company") in connection with the Company's Registration Statement on Form S-8 (the "S-8 Registration Statement") relating to the offering by the Company (the "Offering") of 182,000 shares of the Company's common stock pursuant to a Non-Employee Directors Stock Option Program and the related stock option agreements (the AStock Option Program@). This opinion is being provided as Exhibit 5 to the S-8 Registration Statement. In our capacity as counsel to the Company in connection with the S-8 Registration Statement and the Offering, we have examined and are familiar with: (a) the Company=s Amended and Restated Articles of Incorporation and Amended Restated Bylaws, as currently in effect; (2) the Non-Employee Directors Stock Option Program and the related stock option agreements; (3) the S-8 Registration Statement and (4) such other corporate records and documents and instruments as in our opinion are necessary for relevant as basis for the opinions expressed below. As to various questions of fact material to our opinion, we have relied without independent investigation on statements or certificates of officials and representatives of the Company, the Department of State of the State of Florida and others. In all such examinations, we have assumed the genuineness of all signatures on original and certified documents in conformity to original and certified documents of all copies submitted to us as conformed, photostatic or other exact copies. We express no opinion as to the law of any jurisdiction other than of the State of Florida and the federal laws of the United States of America. 2 Securities and Exchange Commission April 28, 1998 Page 2 Based upon and in reliance on the foregoing, we are of the opinion that: 1. The Company is a duly organized and existing corporation under the laws of the State of Florida and its status is active. 2. The Stock Option Agreements issued pursuant to the Non-Employee Director Stock Option Program have been duly and legally authorized by all required corporate action. 3. When the following events shall have occurred: a. the S-8 Registration Statement shall have become effective in accordance with the Securities Act of 1933, as amended; b. the options covering shares of Common Stock shall have been granted and exercised as contemplated under the Stock Option Agreements; c. the consideration specified in the Stock Option Agreements shall have been received; and d. the Certificates representing such shares shall have been duly executed, countersigned and issued by and on behalf of the Company, the shares of Common Stock so offered and sold in the offering will be duly authorized, validly issued, fully paid and non-assessable shares of the Stock of the Company. This firm hereby consents to the filing of this opinion as an Exhibit to the S-8 Registration Statement. Sincerely, Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, Professional Association By:/s/ Gary I. Teblum -------------------------------------- Gary I. Teblum GIT/lam Enc. EX-23.1 4 CONSENT 1 Exhibit 23.2 CONSENT TO USE OF REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated March 3, 1998, incorporated by reference in Chico's FAS, Inc.'s Form 10-K for the fiscal year ended January 31, 1998, and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP Tampa, Florida April 27, 1998 -----END PRIVACY-ENHANCED MESSAGE-----