<PAGE>
As filed with the Securities and Exchange Commission on February 9, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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. DEFERRED BONUS PLAN
(Full title of the plan)
Lynn E. Usdan
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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit(1) price(1) fee
====================== =========== ============ ========== =============
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations $1,500,000 N/A $1,500,000 $396
================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document filed with the Securities and Exchange Commission
by Donna Karan International Inc., a Delaware corporation (the "Company" or the
"Registrant"), is incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
January 2, 2000;
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, 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 by reference in this Registration Statement and to be
part thereof from the date of filing such documents. Any statement in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities being registered represent obligations (the "Obligations")
of the Registrant to pay to the participants in the Donna Karan International
Inc. Deferred Bonus Plan (the "Plan"), upon expiration of the deferral period,
compensation which the participants have elected to defer. The Obligations may
also represent amounts that the Registrant has elected to credit to a
participant's account under the Plan. Amounts credited to a participant's
account are credited with earnings based on a notional investment measurement
(which measurement may be based on the performance of shares in investment
companies registered under the Investment Company Act of 1940). Upon termination
of the applicable deferral period (or as otherwise provided in the Plan), the
Obligations are payable in cash in a lump-sum distribution or in installments,
at the election of the participant made in accordance with the Plan. There is no
trading market for the Obligations.
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The Obligations are unsecured general obligations of the Registrant and
rank PARI PASSU with other unsecured and unsubordinated indebtedness of the
Registrant. The Obligations are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment. Any attempt by any person to transfer or assign benefits under the
Plan, other than a claim for benefits by a participant or his or her
beneficiaries, will be null and void.
The Obligations are not convertible into any other security of the
Registrant. No trustee has been appointed to take action with respect to the
Obligations and each participant in the Plan will be responsible for enforcing
his or her own rights with respect to the Obligations. The Company, in its sole
discretion, may establish a "rabbi trust" or invest in group annuities or other
investment products to pay the Obligations.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
("Section 145") permits a Delaware corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit, or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful.
In the case of an action by or in the right of the corporation, Section 145
permits the corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation. No indemnification may be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonable entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
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To the extent that a director, officer, employee, or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit,
or proceeding referred to in the preceding two paragraphs, Section 145 requires
that such person be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
Section 145 provides that expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal, administrative, or
investigative action, suit, or proceeding may be paid by the corporation in
advance of the final disposition of such action, suits or proceeding upon
receipt of an undertaking by or an behalf of such director or officer to repay
such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation as authorized in Section 145.
Article Eighth of the Company's Certificate of Incorporation eliminates the
personal liability of the directors of the Company to the Company or its
stockholders for monetary damages for breach of their fiduciary duty as
directors, with certain exceptions. Article Ninth requires indemnification of
directors and officers of the Company and provides for advancement of litigation
expenses to the fullest extent permitted by Section 145.
In addition, in connection with the reorganization of the Company in
connection with its initial public offering, the Company agreed to indemnify
certain principal stockholders of the Company against certain obligations
arising prior to or as a result of the Reorganization.
Each of the employment agreements between the Company and the executive
officers of the Company provides that the Company will indemnify each executive
officer against all charges and expenses in connection with any act or
proceeding to which he or she is made a party by reason of being an employee,
officer, or director of the Company. Additionally, the Company has entered into
indemnification agreements with the executive officers and directors of the
Company providing indemnification for such officers and directors against all
charges and expenses in connection with any act or proceeding to which he or she
is made a party by reason of being an employee, officer, or director of the
Company.
The license agreement between the Company and Gabrielle Studio, Inc. (an
affiliate of Donna Karan and Stephan Weiss, Chairman of the Board and Vice
Chairman of the Board, respectively) provides that the Company will indemnify
Gabrielle Studio, Inc. and Ms. Karan against losses arising out of the Company's
use of the licensed marks other than in accordance with the terms of such
license agreement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
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
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
registration statement is on Form S-3, Form S-8, or Form F-3, and 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 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 the time shall
be deemed to be the initial bona fide offering thereof.
II-5
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(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 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.
(c) 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 foregoing provisions, 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 Act
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 Act and will be governed by the final
adjudication of such issue.
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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 January 31, 2000.
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.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Donna Karan Chairman of the Board and January 31, 2000
- ---------------------------- Chief Designer
Donna Karan
/s/ Stephan Weiss Vice Chairman of the Board January 31, 2000
- ----------------------------
Stephan Weiss
/s/ John D. Idol Chief Executive Officer and January 31, 2000
- ---------------------------- Director (principal
John D. Idol executive officer)
/s/ M. William Benedetto Director January 31, 2000
- ------------------------
M. William Benedetto
/s/ John Eyler Director January 31, 2000
- ----------------------------
John Eyler
/s/ Ann McLaughlin Director January 31, 2000
- ----------------------------
Ann McLaughlin
Director January 31, 2000
- ----------------------------
Frank Mori
/s/ Joseph B. Parsons Executive Vice President and January 31, 2000
- ---------------------------- Chief Financial Officer
Joseph B. Parsons (principal financial officer
and principal accounting
officer)
II-7
<PAGE>
EXHIBIT 5.1
April 5, 2000
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 deferred compensation
obligations (the "Obligations") of the Company to be offered under the Company's
Deferred Bonus 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
Obligations, when established pursuant to the terms of the Plan, will be valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms and the terms of the Plan, except as enforceability
(i) may be limited by bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally and (ii) is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
We hereby consent to the filing of this opinion as Exhibit 5 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
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Deferred Bonus Plan (the "Plan") for the
registration of $1,500,000 of its deferred compensation obligation pursuant
to the Plan and to the incorporation by reference therein of our report dated
March 21, 2000, with respect to the consolidated financial statements of
Donna Karan International Inc. included in its Annual Report (Form 10-K) for
the year ended January 2, 2000, filed with the Securities and Exchange
Commission.
New York, New York
March 21, 2000
<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 Lynn E.
Usdan, 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 deferred compensation obligations of the Company to be issued
pursuant to the Company's Deferred Bonus 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.
/s/ Donna Karan
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Donna Karan
/s/ Stephan Weiss
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Stephan Weiss
/s/ John D. Idol
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John D. Idol
/s/ M. William Benedetto
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M. William Benedetto
/s/ John Eyler
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John Eyler
/s/ Ann Mclaughlin
----------------------------------
Ann McLaughlin
----------------------------------
Frank Mori
