As filed with the Securities and Exchange Commission on June 17, 1996
Registration No. 333-05569
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
AMENDMENT NO. 1
To
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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SAKS HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
12 EAST 49TH STREET
NEW YORK, NEW YORK 10017
(Address of principal executive offices, including zip code)
DELAWARE 52-1685667
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
-------------------------
SAKS HOLDINGS, INC.
SENIOR MANAGEMENT STOCK INCENTIVE PLAN
SAKS HOLDINGS, INC.
1996 MANAGEMENT STOCK INCENTIVE PLAN
(Full title of the plans)
-------------------------
JOAN F. KREY
GENERAL COUNSEL
SAKS HOLDINGS, INC.
12 EAST 49TH STREET
NEW YORK, NEW YORK 10017
(212) 940-4048
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
COPIES TO:
CHARLES K. MARQUIS, ESQ.
STEVEN R. FINLEY, ESQ.
GIBSON, DUNN & CRUTCHER
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 351-4000
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF TO BE MAXIMUM AGGREGATE REGISTRATION
SECURITIES REGISTERED(1) OFFERING PRICE OFFERING PRICE(2) FEE
TO BE REGISTERED PER SHARE(2)
- -----------------------------------------------------------------------------------------------
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<S> <C> <C> <C>
COMMON STOCK, 6,209,045 SHARES N/A $161,009,384 0(3)
$0.01 PAR VALUE
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</TABLE>
(1) Of the 6,209,045 shares of Common Stock being registered hereunder,
up to (i) 30,095 of the shares are reserved for issuance pursuant to the
Senior Management Stock Incentive Plan (the "1990 Stock Incentive Plan")
and (ii) 6,178,950 of the shares (and any shares reserved for issuance
pursuant to the 1990 Stock Incentive Plan but which are not so issued
prior to the expiration of applicable stock options) are reserved for
issuance pursuant to the 1996 Management Stock Incentive Plan (the "1996
Stock Incentive Plan"). Pursuant to Rule 416, there also is being
registered such number of additional shares of Common Stock which may
become available for issuance pursuant to the foregoing plans in the
event of certain changes in outstanding shares, including
reorganizations, recapitalizations, stock splits, stock dividends and
reverse stock splits.
(2) Estimated solely for the purpose of calculating the registration fee.
The registration fee has been calculated in accordance with Rule 457(h)
under the Securities Act of 1933 (a) in the case of 3,126,535 shares
registered with respect to options that remained available for award
under the 1990 Stock Incentive Plan and the 1996 Stock Incentive Plan,
based upon the average price of the Common Stock on June 4, 1996, which
was $32.25; and (b) in the case of 3,082,510 shares registered with
respect to options outstanding under the various plans, with an
aggregate exercise price of $60,178,630, based upon the price at which
the options may be exercised, which averages $19.52 per share.
(3) A fee of $55,520.48 was previously paid in connection with the initial
filing of the Registration Statement.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------- ----------------------
4.01 Amended and Restated Certificate of Incorporation of the Registrant,
as filed with the Delaware Secretary of State on May 28, 1996,
incorporated herein by reference to Exhibit 3.01.9 of the
Registrant's Registration Statement on Form S-1 (No. 333-2426)
4.02 Bylaws of the Registrant, incorporated herein by reference to
Exhibit 3.02 of the Registrant's Registration Statement on Form S-1
(No. 333-2426).
4.03* Form of Stock Certificate of the Common Stock of the Registrant
5.01 Opinion of Gibson, Dunn & Crutcher LLP
23.01* Consent of Coopers & Lybrand L.L.P.
23.02 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.01)
24.01* Power of Attorney
- -----------
* Previously filed.
<PAGE>
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 June 7, 1996.
SAKS HOLDINGS, INC.
By: /s/ Philip B. Miller
-----------------------------
Philip B. Miller
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Philip B. Miller and Mark E. Hood and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his 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 or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorneys-in-fact and agent or any of them or
their or his 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 by the following persons in the capacity indicated on
June 7, 1996.
SIGNATURE TITLE
--------- -----
/s/ Philip B. Miller Chairman of the Board and
- ----------------------------------------- Chief Executive Officer
Philip B. Miller (Principal Executive Officer)
/s/ Brian E. Kendrick Vice Chairman of the Board and
- ----------------------------------------- Chief Financial Officer
Brian E. Kendrick (Principal Financial Officer)
/s/ Rose Marie Bravo
- ----------------------------------------- President and Director
Rose Marie Bravo
/s/ Savio W. Tung
- ----------------------------------------- Director
Savio W. Tung
<PAGE>
/s/ Jon P. Hedley
- ----------------------------------------- Director
Jon P. Hedley
/s/ E. Garrett Bewkes III
- ----------------------------------------- Director
E. Garrett Bewkes III
/s/ Charles J. Philippin
- ----------------------------------------- Director
Charles J. Philippin
/s/ Mark E. Hood Vice President - Finance
- ----------------------------------------- (Principal Accounting Officer)
Mark E. Hood
<PAGE>
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 Amendment No. 1 to
the 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
June 14, 1996.
SAKS HOLDINGS, INC.
By: /s/ Philip B. Miller
-----------------------------
Philip B. Miller
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacity indicated on June 14, 1996.
SIGNATURE TITLE
--------- -----
/s/ Philip B. Miller Chairman of the Board and
- ----------------------------------------- Chief Executive Officer
Philip B. Miller (Principal Executive Officer)
* Vice Chairman of the Board and
- ----------------------------------------- Chief Financial Officer
Brian E. Kendrick (Principal Financial Officer)
*
- ----------------------------------------- President and Director
Rose Marie Bravo
*
- ----------------------------------------- Director
Savio W. Tung
<PAGE>
*
- ----------------------------------------- Director
Jon P. Hedley
*
- ----------------------------------------- Director
E. Garrett Bewkes III
*
- ----------------------------------------- Director
Charles J. Philippin
/s/ Mark E. Hood Vice President - Finance
- ----------------------------------------- (Principal Accounting Officer)
Mark E. Hood
By: /s/ Mark E. Hood
--------------------------------------
Mark E. Hood
Attorney-in-Fact
2
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
----- ---------------------- ----
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4.01 Amended and Restated Certificate of Incorporation of the
Registrant, filed with the Delaware Secretary of
State, on May 28, 1996, incorporated herein by reference to
Exhibit 3.01.9 of the Registrant's Registration Statement on
Form S-1 (No. 333-2426)
4.02 Bylaws of the Registrant, incorporated herein by reference to
Exhibit 3.02 of the Registrant's Registration Statement on Form S-1
(No. 333-2426)
4.03* Form of Stock Certificate of the Common Stock of the Registrant
5.01 Opinion of Gibson, Dunn & Crutcher LLP
23.01* Consent of Coopers & Lybrand L.L.P.
23.02 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.01)
24.01* Power of Attorney
- ------------
* Previously filed.
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2
EXHIBIT 5.01
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
June 7, 1996
Writer's Direct Line Our File No.
(212) 351-4000 C 80337-00053
Saks Holdings, Inc.
12 East 49th Street
New York, New York 10017
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") of Saks Holdings, Inc., a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), in
connection with the issuance of up to 6,209,045 shares (the "Shares") of Common
Stock, par value $.01 per share, of the Company pursuant to the Company's Senior
Management Stock Incentive Plan (the "1990 Stock Incentive Plan") and the
Company's 1996 Management Stock Incentive Plan (the "1996 Stock Incentive
Plan").
For the purposes of the opinion set forth below, we have examined and
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the issuance of the Shares, including, among other things,
such corporate records of the Company and certificates of officers of the
Company and of public officials and such other documents as we have deemed
relevant and necessary as the basis for the opinion set forth below. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such copies.
Based upon the foregoing examination and in reliance thereon, and
subject to the assumptions stated and relying on statements of fact contained in
the documents that we have examined and subject to the completion of the
proceedings to be taken by the Company prior to the sale of the Shares, it is
our opinion that, when (i) the Registration Statement has become effective under
the Securities Act, (ii) the Shares have been issued and sold as contemplated in
<PAGE>
Saks Holdings, Inc.
June 7, 1996
Page 2
the Registration Statement and in accordance with the provisions of the 1990
Stock Incentive Plan or the 1996 Stock Incentive Plan, as applicable, (iii) the
Company has received consideration for the Shares in excess of the par value of
the Common Stock and as contemplated by the 1990 Stock Incentive Plan or the
1996 Stock Incentive Plan, as applicable, and (iv) the Shares have been duly
delivered, the Shares will be legally issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any
jurisdiction other than the laws of the United States of America and the General
Corporation Law of the State of Delaware. In rendering this opinion, we assume
no obligation to revise or supplement this opinion should current laws, or the
interpretations thereof, be changed.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
