<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
DONNA KARAN INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3882426
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
550 Seventh Avenue
New York, New York 10018
(212) 789-1500
(Address of principal executive offices) (Zip code)
Donna Karan International Inc. 1996 Stock Incentive Plan
(Full title of the plan)
David Bressman
Donna Karan International Inc.
550 Seventh Avenue
New York, New York 10018
(212) 789-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------------
Copies to:
Arnold S. Jacobs
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
---------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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- -------------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered(1) offering price aggregate offering registration
per unit price fee
- -------------------------- ------------- ------------------ ------------------ -------------
<S> <C> <C> <C> <C>
Common Stock, par 700,000 shares $14.875(2) $10,412,500(2) $3,072
value $.01 per share
Common Stock, par 300,000 shares $13.10 (3) $3,929,677(3) $1,159
value $.01 per share -------
TOTAL...........................................$4,231
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-------
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- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents additional shares which may be granted under the 1996 Stock
Incentive Plan (the "Plan") of Donna Karan International Inc. (the
"Company"). The Company has previously filed a registration statement on
Form S-8 (Registration No. 333-09729) registering 1,600,000 shares of the
Company's Common Stock, par value $.01 per share, under the Securities Act
of 1933 (the "Act"). Pursuant to Rule 416 under the Act, there are also
being registered such additional indeterminate number of shares as may be
required to cover possible adjustments under the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Act.
(3) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Act.
2
<PAGE>
EXPLANATORY NOTE
The contents of the Company's Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on August 7, 1996 (Registration No.
333-09729), relating to the registration of 1,600,000 shares of Common Stock
authorized for issuance under the Plan is incorporated by reference in its
entirety herein in accordance with General Instruction E to Form S-8. This
Registration Statement provides for the registration of an additional 1,000,000
shares of Common Stock authorized for issuance under the Plan.
3
<PAGE>
<TABLE>
<CAPTION>
Item 8. Exhibits.
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<S> <C>
5.1 Opinion of Proskauer Rose LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Proskauer Rose LLP (included in Exhibit 5.1).
24.1 Power of Attorney
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 30, 1998.
DONNA KARAN INTERNATIONAL INC.
By /s/ John D. Idol
-----------------------------
John D. Idol
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Donna Karan Chairman of the Board June 30, 1998
- ----------------------------- and Chief Designer
Donna Karan
/s/ Stephan Weiss Vice Chairman of the Board June 30, 1998
- ------------------------------
Stephan Weiss
/s/ John D. Idol Chief Executive Officer and June 30, 1998
- ------------------------------- Director (principal executive
John D. Idol officer)
/s/ M. William Benedetto Director June 30, 1998
- -------------------------------
M. William Benedetto
/s/ Andrea Jung Director June 30, 1998
- -------------------------------
Andrea Jung
/s/ Ann McLaughlin Director June 30, 1998
- -------------------------------
Ann Mclaughlin
/s/ Joseph B. Parsons Executive Vice President and June 30, 1998
- ------------------------------- Chief Financial Officer
Joseph B. Parsons (principal financial officer and
principal accounting officer)
</TABLE>
II-2
<PAGE>
EXHIBIT 5.1
June 30, 1998
Donna Karan International Inc.
550 Seventh Avenue
New York, New York 10018
Dear Sirs:
We are acting as counsel to Donna Karan International Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 with exhibits thereto (the "Registration Statement") filed by the
Company under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, relating to the registration of 1,000,000 shares (the
"Shares") of Common Stock, par value $.01 per share, of the Company. The Shares
are to be issued by the Company upon grant of certain restricted stock awards or
upon exercise of certain stock options and other awards (collectively, the "Plan
Awards") granted, or to be granted, to certain employees of, or consultants or
advisors to, the Company pursuant to the Company's 1996 Stock Incentive Plan
(the "Plan").
As such counsel, we have participated in the preparation of the Registration
Statement and have reviewed the corporate proceedings in connection with the
adoption of the Plan. We have also examined and relied upon originals or copies,
certified or otherwise authenticated to our satisfaction, of all such public
officials and of representatives of the Company, and have made such
investigations of law, and have discussed with representatives of the Company
and such other persons such questions of fact, as we have deemed proper and
necessary as a basis for rendering this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that the
Shares are duly authorized and, upon exercise or grant of Plan Awards in
accordance with the terms of the Plan against payment of the exercise price
therefor (as applicable), will be, assuming no change in the applicable law or
pertinent facts, validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Proskauer Rose LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Donna Karan International Inc.:
We consent to the incorporation by reference herein of our report dated March
26, 1998, relating to the consolidated balance sheets of Donna Karan
International Inc. and its subsidiaries as of December 28, 1997 and December 29,
1996, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 28, 1997, and all related schedules.
/s/ Ernst & Young LLP
New York, New York
June 30, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints John D. Idol, Joseph B. Parsons, and David
Bressman, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, to act, without the other, for
him and in his name, place, and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of Donna Karan International Inc. (the
"Company") and any or all amendments (including post-effective amendments)
thereto, relating to the registration, under the Securities Act of 1933, as
amended, of shares of Common Stock of the Company to be issued pursuant to the
Company's 1996 Stock Incentive Plan and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said 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 full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
June 30, 1998 /s/ Donna Karan
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Donna Karan
/s/ Stephan Weiss
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Stephan Weiss
/s/ John D. Idol
-------------------------
John D. Idol
/s/ M. William Benedetto
-------------------------
M. William Benedetto
/s/ Andrea Jung
-------------------------
Andrea Jung
/s/ Ann McLaughlin
-------------------------
Ann McLaughlin
