-----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, RSn77gm/NIXU/wt8Cy3L4Mgu3Hwe1PWb4uEQQ4lMhOJzLr1dq4WRba9t+oQ2h9hL 4h85hAmQ4UIsssIRa7ISKw== 0000950144-99-010821.txt : 19990901 0000950144-99-010821.hdr.sgml : 19990901 ACCESSION NUMBER: 0000950144-99-010821 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990831 EFFECTIVENESS DATE: 19990831 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: 0130 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-86253 FILM NUMBER: 99703926 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 FAS, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31,1999 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. 1993 STOCK OPTION PLAN, AS AMENDED (Full title of the plan) MARVIN J. GRALNICK, PRESIDENT 11215 METRO PARKWAY FORT MYERS, FLORIDA 33912 (941) 277-6200 (Name, address, including zip code, and telephone number including area code, of agent for service)
CALCULATION OF REGISTRATION FEE =================================================================================================================== Proposed Maximum Title of Securities Amount to be Proposed Maximum Offering Aggregate Offering Amount of to be Registered Registered Price Per Share(1) Price(1) Registration Fee - ------------------------------------------------------------------------------------------------------------------- Common Stock. . . . . . . . 500,000 shs. $21.0625 $10,531,250.00 $2,927.69 ===================================================================================================================
(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 on the NASDAQ National Market System on August 25, 1999. =============================================================================== 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT INCORPORATION OF DOCUMENTS BY REFERENCE. This Registration Statement registers additional securities of the same class as other securities for which a Registration Statement filed on Form S-8 relating to the 1993 Stock Option Plan is already effective. Pursuant to General Instruction E of this form, the contents of the Company's previous registration statement (Registration Statement No. 33-83840) are incorporated herein by reference. ITEM 8. EXHIBITS. Exhibit Number Description - ------ ----------- 5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, Professional Association, as to the legality of the Common Stock being registered. 23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, Professional Association (contained in Exhibit 5). 23.2 Consent of Arthur Andersen LLP. 24 Powers of Attorney (contained in signature page). II-2 3 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 30th day of August, 1999. 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., 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 August 30, 1999 - --------------------------- Officer and Director (Principal Marvin J. Gralnick Executive Officer) /s/ Charles J. Kleman Chief Financial Officer, August 30, 1999 - --------------------------- Executive Vice President - Charles J. Kleman Finance and Director (Principal Financial Officer and Principal Accounting Officer) /s/ Helene B. Gralnick Director August 30, 1999 - --------------------------- Helene B. Gralnick
II-3 4
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Verna K. Gibson Director August 30, 1999 - --------------------------- Verna K. Gibson /s/ Ross E. Roeder Director August 30, 1999 - --------------------------- Ross E. Roeder /s/ John Burden Director August 30, 1999 - --------------------------- John Burden
II-4 5 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, Professional Association, as to the legality of the Common Stock being registered. 23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, Professional Association (contained in Exhibit 5). 23.2 Consent of Arthur Andersen LLP. 24 Powers of Attorney (contained in signature page). II-5 EX-5 2 OPINION OF TRENAM KEMKER 1 EXHIBIT 5 (Trenam, Kemker, et al. Letterhead) August 30, 1999 Securities and Exchange Commission 450 5th Street, N.W. Judiciary Plaza Washington, DC 20549 Re: Chico's FAS, Inc. 1993 Stock Option Plan 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 an additional 500,000 shares of the Company's Common Stock under the Company's 1993 Stock Option Plan (the "Plan"). 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: the Company's Articles of Incorporation and Bylaws, each as currently in effect, the Plan, the S-8 Registration Statement and such other corporate records and documents and instruments as in our opinion are necessary or relevant as the 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 and the 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. Based upon and in reliance on the foregoing, we are of the opinion that: 1. The Company is a validly existing corporation under the laws of the State of Florida and its status is active. 2 2. The Plan has 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 in the Plan; c. the consideration specified in the Plan and in the instrument of grant covering options granted under the Plan shall have been received; and d. the certificates representing such shares shall have been duly executed, counter-signed and issued by or 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 capital 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 EX-23.2 3 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23.2 (Arthur Andersen LLP Letterhead) 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 4, 1999, incorporated by reference in Chico's FAS, Inc.'s Form 10-K for the fiscal year ended January 30, 1999, and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP ------------------------------------- Arthur Andersen LLP Tampa, Florida August 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----