-----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, IY021ajVcT43xdOs/dMiNubK+WS1bZkdL4MvbF5kGZGRN3qnX1tI8etnFb3ZFlGZ 2CaffBcZ1Y7TCcF5EhKnOA== 0000098246-03-000180.txt : 20031217 0000098246-03-000180.hdr.sgml : 20031217 20031217133120 ACCESSION NUMBER: 0000098246-03-000180 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031217 EFFECTIVENESS DATE: 20031217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIFFANY & CO CENTRAL INDEX KEY: 0000098246 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 133228013 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-111258 FILM NUMBER: 031059561 BUSINESS ADDRESS: STREET 1: 727 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122305317 MAIL ADDRESS: STREET 1: 727 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 S-8 1 forms8_2003-98eiplan.txt 1998 EMPLOYEE INCENTIVE PLAN SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tiffany & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware 13-3228013 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 727 Fifth Avenue New York, New York 10022 (Address, including zip code, of Registrant's principal executive offices) 1998 Employee Incentive Plan (Full title of the Plan) Patrick B. Dorsey, Esq. Senior Vice President - General Counsel Tiffany & Co. 727 Fifth Avenue New York, New York 10022 (Name and Address of Agent for Service) (212) 755-8000 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
=========================== ======================== ========================= ======================== ========================= Proposed Proposed Amount of Title of Securities Amount to be Maximum Offering Maximum Aggregate Registration to be Registered Registered (1)(3) Price Per Share (2) Offering Price (2) Fee - --------------------------- ------------------------ ------------------------- ------------------------ ------------------------- Common Stock 4,000,000 $43.4550 $173,820,000.00 $14,062.04 =========================== ======================== ========================= ======================== =========================
(1) This number represents an increase in the number of shares authorized under the 1998 Employee Incentive Plan. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 1998 Employee Incentive Plan. (2) Estimated in accordance with Rule 457 (c) solely for the purpose of determining the registration fee, computed on the basis of the average of the high and low sales price for the Registrant's Common Stock reported on the New York Exchange on December 15, 2003, a date within five days prior to the date of filing of this Registration Statement. (3) This registration statement also registers any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split, split-up, reclassification and/or other similar event effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. Page 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES This Registration is being filed to register an additional 4,000,000 shares of Common Stock, par value $.01 per share (the "Common Stock") of Tiffany & Co. (the "Registrant") as a result of an increase in the number of shares of Common Stock issuable under the Registrant's 1998 Employee Incentive Plan, as amended (the "Plan"). We previously filed Registration Statements on Form S-8 with the Securities and Exchange Commission (SEC File Nos. 333-67723, 333-85201, and 333-43978) on November 23, 1998, August 13, 1999 and August 17, 2000, respectively, in connection with the Plan. Accordingly, the contents of our previously filed Form S-8s, including any subsequently filed periodic reports, are hereby incorporated by reference. This incorporation by reference is made pursuant to General Instruction E on Form S-8 regarding the registration of additional securities of the same class as other securities for which there has been filed a Registration Statement on Form S-8 relating to the same employee benefit plan. Item 3. Incorporation of Certain Documents by Reference The following document filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), and pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), is incorporated by reference herein pursuant to Instruction E of Form S-8, and shall be deemed to be a part hereof: the Registrant's Annual Report on Form 10-K filed with the Commission for the fiscal year ended January 31, 2003 . All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Item 5. Interests of Named Experts and Counsel The legality of the shares of Common Stock being offered hereby has been passed upon by Patrick B. Dorsey, Senior Vice President, General Counsel and Secretary of the Registrant. As of the date of this Registration Statement, Mr. Dorsey owned 11,200 shares of Common Stock and options to purchase up to 319,000 additional shares, of which options to acquire 208,750 shares are presently exercisable. Item 8. Exhibits See Index to Exhibits on page 7. Page 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 New York and State of New York, on the 20th day of November 2003. TIFFANY & CO. (Registrant) By: /s/ Michael J. Kowalski --------------------------------- Michael J. Kowalski (Chief Executive Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints MICHAEL J. KOWALSKI, JAMES N. FERNANDEZ and PATRICK B. DORSEY his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments to the Registration Statement, including pre-effective and post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may 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/ Michael J. Kowalski _________________________________ Chairman of the Board and November 20, 2003 Michael J. Kowalski Chief Executive Officer (principal executive officer) (director) /s/ James N. Fernandez _________________________________ Executive Vice President and November 20, 2003 James N. Fernandez Chief Financial Officer (principal financial officer) Page 4 /s/ Warren S. Feld _________________________________ Vice President - Controller November 20, 2003 Warren S. Feld (principal accounting officer) /s/ William R. Chaney _________________________________ Director November 20, 2003 William R. Chaney /s/ Rose Marie Bravo _________________________________ Director November 20, 2003 Rose Marie Bravo /s/ Samuel L Hayes, III _________________________________ Director November 20, 2003 Samuel L Hayes, III /s/ Charles K. Marquis _________________________________ Director November 20, 2003 Charles K. Marquis /s/ J. Thomas Presby _________________________________ Director November 20, 2003 J. Thomas Presby /s/ James E. Quinn _________________________________ President November 20, 2003 James E. Quinn (director) /s/ William A. Shutzer _________________________________ Director November 20, 2003 William A. Shutzer /s/ Abby F. Kohnstamm _________________________________ Director November 20, 2003 Abby F. Kohnstamm
Page 5 EXHIBIT INDEX Each exhibit is listed according to the number assigned to it in the Exhibit Table of Item 601 of Regulation S-K. The exhibit numbers preceded by an asterisk (*) indicate exhibits physically filed with this Registration Statement. All other exhibit numbers indicate exhibits filed by incorporation by reference herein.
Exhibit Number Description Page - -------------- ----------- ---- *5.1 Opinion of counsel, including consent 7-8 *23.1 Consent of Independent Accountants 9 *23.2 Consent of counsel (included in Exhibit 5.1) *24.1 Power of Attorney (included at page 3)
Page 6 EX-5.1 3 ex5-1.txt OPINION OF COUNSEL Exhibit 5.1 (COMPANY LETTERHEAD) December 15, 2003 Tiffany & Co. 727 Fifth Avenue New York, New York 10022 Gentlemen: As Senior Vice President, General Counsel and Secretary of Tiffany & Co., a Delaware corporation (the "Company"), I am familiar with the Company's Registration Statement on Form S-8 dated November 20, 2003 (the "Registration Statement") to be filed with the Securities and Exchange Commission. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the "Act"), of 4,000,000 additional shares (the "Shares") of the Company's common stock, $0.01 par value per share, issuable pursuant to the Company's 1998 Employee Incentive Plan (the "Employee Plan"), and approved by the Company's stockholders on May 15, 2003. In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary for the purposes of this opinion, including the following: (a) the Certificate of Incorporation and By-Laws of the Company, as amended, (b) resolutions adopted by the Board of Directors of the Company at meetings held on January 16, 2003 and May 15, 2003, (c) resolutions adopted by the stockholders of the Company on May 15, 2003, and (d) the Employee Plan. For purposes of this opinion, I have assumed the genuineness of the signatures and authority of persons signing documents on behalf of parties other than the Company, and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. This opinion is delivered pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Act. Tiffany & Co. December 15, 2003 Page Two - ------------------------------------------------------------------------------- Based upon the foregoing, I am of the opinion that the Shares will be, upon issuance and delivery and payment therefor in the manner described in the Employee Plan and the option agreements issued thereunder, duly and validly authorized, issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Sincerely, /s/ Patrick B. Dorsey --------------------- Patrick B. Dorsey Senior Vice President, General Counsel and Secretary EX-23.1 4 ex23-1.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Tiffany & Co. (the "Company") of our report dated February 25, 2003 relating to the Company's consolidated financial statements, which appears in the 2002 Annual Report to Shareholders, which is incorporated by reference in the Company's Annual Report on Form 10-K for the year ended January 31, 2003. We also consent to the incorporation by reference of our report dated February 25, 2003 relating to the Company's financial statement schedule, which appears in such Annual Report in the Company's Form 10-K. /s/ PricewaterhouseCoopers LLP Florham Park, New Jersey December 5, 2003 -----END PRIVACY-ENHANCED MESSAGE-----