<PAGE> 1
As filed with the Securities and Exchange Commission
on November 12, 1996
Registration No. __________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ABERCROMBIE & FITCH CO.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
31-1469076
------------------------------------
(I.R.S. Employer Identification No.)
Four Limited Parkway, Reynoldsburg, Ohio 43230
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
ABERCROMBIE & FITCH
1996 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS
-------------------------------------------
(Full title of the plan)
SAMUEL P. FRIED
Vice President, General Counsel and Secretary
Abercrombie & Fitch Co.
Four Limited Parkway
Reynoldsburg, Ohio 43068
(614) 577-6500
- --------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered Share* Price* Registration Fee
- --------------------------------------------------------------------------------------------------------
Common Stock
$0.01 par value 100,000 shares $22.5625 $2,256,250 $683.71
========================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, based upon the
average of the high and low prices reported in the New York Stock Exchange
consolidated reporting system as of November 6, 1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
----------------------------------------------
Item 3. Incorporation of Documents By Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) Prospectus contained in the Registrant's Amendment No. 2 to
Registration Statement on Form S-1 (Reg. No. 333-8231), filed by the Registrant
with the Securities and Exchange Commission (the "Commission") on August 28,
1996.
(b) All reports, if any, filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
October 1, 1996.
(c) The description of the Registrant's Class A Common Stock, $.01 par
value, set forth in the Registrant's Amendment No.2 to Registration Statement on
Form S-l filed with the Commission on August 28, 1996 ("Common Stock").
All documents filed by the Registrant with the Commission after the
date of this Registration Statement under Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, and before the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides for
indemnification of directors and officers against any legal liability (other
than liability arising from derivative suits) if the officer or director acted
in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation. In criminal actions, the
officer or director must also have had no reasonable cause to believe that his
conduct was unlawful. A corporation may indemnify an officer or director in a
derivative suit if the officer or director acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interest of the
corporation unless the officer or director is found liable to the corporation.
However, if the Court of Chancery or the court in which such action or suit was
brought determines that the officer or director is fairly and reasonably
entitled to indemnity, then the Court of Chancery or such other court may permit
indemnity for such officer or director to the extent it deems proper.
2
<PAGE> 3
The Registrant's Bylaws provide generally that the Registrant shall
indemnify its present and past directors and officers to the fullest extent
permitted by the laws of Delaware as they may exist from time to time. Directors
and officers of the Registrant and its subsidiaries are indemnified generally
against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal. The Registrant's Bylaws also provide
that indemnification thereunder is not exclusive, and the Registrant may agree
to indemnify any person as provided therein. The Registrant is a party to
indemnification agreements with its directors and officers. The agreements
provide that the Registrant will indemnify such directors and officers to the
fullest extent permitted by applicable law, and require the Registrant to
maintain directors' and officers' liability insurance at the level in effect
when the relevant indemnification agreement was executed and to advance expenses
upon the request of an officer or director.
The Registrant's Certificate of Incorporation provides that directors
of the Registrant shall not be held personally liable to the Registrant
or its stockholders for monetary damages arising from certain breaches of their
fiduciary duties. The provision does not insulate directors from personal
liability for (i) breaches of their duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not taken in good faith or that involve
intentional misconduct or knowing violation of law, (iii) transactions in which
the director derives any improper personal benefit or (iv) unlawfully voting to
pay dividends or to repurchase or redeem stock.
The Registrant maintains insurance policies providing for
indemnification of directors and officers and for reimbursement to the
Registrant for monies which it may pay as indemnity to any director or officer,
subject to the conditions and exclusions of the policies and specified
deductible provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index on page 6.
Item 9. Undertakings.
(a) Rule 415 Offering.
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 (the "Securities
Act");
(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;
3
<PAGE> 4
(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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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 that time shall be deemed to be the initial
bona fide offering thereof.
(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) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report under Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
under Section 15(d) of the Exchange Act) 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.
(h) Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
4
<PAGE> 5
SIGNATURES
The Registrant.
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 Reynoldsburg, State of Ohio, on November 7, 1996.
ABERCROMBIE & FITCH CO.
(The Registrant)
By /s/ Kenneth B. Gilman
-----------------------
Kenneth B. Gilman,
Vice Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on November 7, 1996.
Signature Title
- --------- -----
* Chairman of the Board
- ----------------------
Leslie H. Wexner
/s/ Kenneth B. Gilman Vice Chairman of the Board
- ----------------------
Kenneth B. Gilman
* President, Chief Executive
- ---------------------- Officer and Director
Michael S. Jeffries (principal executive officer)
* Vice President-Chief Financial Officer
- ---------------------- (principal financial and
Seth R. Johnson accounting officer)
* Director
- ----------------------
E. Gordon Gee
* Director
- ----------------------
Donald B. Shackelford
* Director
- ----------------------
Roger D. Blackwell
*Kenneth B. Gilman, by signing his name hereto, signs this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
By /s/ Kenneth B. Gilman
-------------------------
Kenneth B. Gilman,
Attorney-in-Fact
5
<PAGE> 6
EXHIBIT INDEX
-------------
The following exhibits are filed as part of this Registration Statement:
Exhibit
-------
4.1 Form of Amended as Restated Certificate of Incorporation of the
Registrant incorporated by reference to Exhibit 3.1 of the
Registrant's Amendment No. 2 to Registration Statement on Form S-1
(Reg. No. 333-8231), filed by the Registrant with the Securities
and Exchange Commission on August 28, 1996.
4.2 Form of Bylaws of the Registrant incorporated by reference to
Exhibit 3.1 of the Registrant's Amendment No. 2 to Registration
Statement on Form S-1 (Reg. No. 333-8231), filed by the Registrant
with the Securities and Exchange Commission on August 28, 1996.
4.3 Copy of the Abercrombie & Fitch Co. 1996 Stock Plan for
Non-Associate Directors.
5.1 Legal opinion of Samuel P. Fried, Esq., Vice President, General
Counsel and Secretary of the Registrant.
23.1 Consent of Coopers & Lybrand L.L.P..
23.2 Consent of Samuel Fried, Vice President, General Counsel and
Secretary of the Registrant (included in the opinion filed as
Exhibit 5.1).
24 Powers of Attorney.
<PAGE> 1
EXHIBIT 4.3
ABERCROMBIE & FITCH CO.
1996 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS
1. PURPOSE
The purpose of the ABERCROMBIE & FITCH CO. 1996 Stock Plan for
Non-Associate Directors (the "Plan") is to promote the interests of ABERCROMBIE
& FITCH CO. (the "Company") and its stockholders by increasing the proprietary
interest of non-associate directors in the growth and performance of the
Company by granting such directors options to purchase shares of Class A Common
Stock, par value $.01 per share (the "Shares") of the Company and by awarding
Shares to such directors in respect of a portion of the Retainer (as defined in
Section 6(b)) payable to such directors.
2. ADMINISTRATLON
The Plan shall be administered by the Company's Board of
Directors (the "Board"). Subject to the provisions of the Plan, the Board
shall be authorized to interpret the Plan, to establish, amend, and rescind
any rules and regulations relating to the Plan and to make all other
determinations necessary or advisable for the administration of the Plan;
provided, however, that the Board shall have no discretion with respect to the
selection of directors to receive options, the number of Shares subject to any
such options, the purchase price thereunder or the timing of grants of options
under the Plan. The determinations of the Board in the administration of the
Plan, as described herein, shall be final and conclusive. The Secretary of the
Company shall be authorized to implement the Plan in accordance with its terms
and to take such actions of a ministerial nature as shall be necessary to
effectuate the intent and purposes thereof. The validity, construction and
effect of the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the laws of the State of Delaware.
3. ELIGIBILITY
The class of individuals eligible to receive grants of options
and awards of Shares in respect of the Retainer under the Plan shall be
directors of the Company who are not associates of the Company or its affiliates
("Eligible Directors"). Any holder of an option or Shares granted hereunder
shall hereinafter be referred to as a "Participant".
<PAGE> 2
4. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 7, an aggregate of
100,000 Shares shall be available for issuance under the Plan. The Shares
deliverable upon the exercise of options or in respect of the Retainer may be
made available from authorized but unissued Shares or treasury Shares. If any
option granted under the Plan shall terminate for any reason without having
been exercised, the Shares subject to, but not delivered under, such option
shall be available for issuance under the Plan.
5. GRANT, TERMS AND CONDITIONS OF OPTIONS.
(a) Subject to the consummation prior to December 31, 1996 of
the initial public offering of the Company's Class A Common Stock, each Eligible
Director on the Effective Date (as defined in Section 11) will be granted on
such date an option to purchase 2,000 Shares.
(b) Each Eligible Director on the first business day of a fiscal
year of the Company beginning after the Effective Date, will be granted on such
a day an option to purchase 2,000 Shares.
(c) The options granted will be nonstatutory stock options not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "CODE") and shall have the following terms and conditions:
(i) PRICE. The purchase price per Share deliverable upon the
exercise of each option shall be 100% of the Fair Market Value per Share
on the date the option is granted. For purposes of the Plan, Fair Market
Value with respect to the exercise price of options granted under
Section 5(a) hereof subject to the consummation of such initial public
offering shall be the price at which Shares are sold to the public
pursuant to such offering and, for all other purposes hereunder, shall
be the closing price of the Shares as reported on the principal exchange
on which the shares are listed for the date in question, or if there
were no sales on such date, the most recent prior date on & which there
were sales.
(ii) PAYMENT. Options may be exercised only upon payment of the
purchase price thereof in full. Such payment shall be made in cash.
(iii) EXERCISABILITY AND TERM OF OPTIONS. Options shall become
exercisable in four equal annual installments commencing on the first
anniversary of the date of grant, provided the holder of such Option is
an
2
<PAGE> 3
Eligible Director on such anniversary, and shall be exercisable until
the earlier of ten years from the date of grant and the expiration of
the one year period provided in paragraph (iv) below.
(iv) TERMINATION OF SERVICE AS ELIGIBLE DIRECTOR. Upon
termination of a Participant's service as a director of the Company for
any reason, all outstanding options held by such Eligible Director, to
the extent then exercisable, shall be exercisable in whole or in part
for a period of one year from the date upon which the Participant
ceases to be a Director, provided that in no event shall the options be
exercisable beyond the period provided for in paragraph (iii) above.
(v) NONTRANSFERABILITY OF OPTIONS. No option may be assigned,
alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant otherwise than by will or the laws of
descent and distribution, and during the lifetime of the Participant to
whom an option is granted it may be exercised only by the Participant
or by the Participant's guardian or legal representative.
Notwithstanding the foregoing, options may be transferred pursuant to a
qualified domestic relations order.
(vi) OPTION AGREEMENT. Each option granted hereunder shall be
evidenced by an agreement with the Company which shall contain the
terms and provisions set forth herein and shall otherwise be consistent
with the provisions of the Plan.
6. GRANT OF SHARES
(a) From and after the Effective Date, 50% of the Retainer of
each Eligible Director shall be paid in a number of Shares equal to the quotient
of (i) 50% of the Retainer divided by (ii) the Fair Market Value on the Retainer
Payment Date. Cash shall be paid to an Eligible Director in lieu of a
fractional Share.
(b) For purposes of this Plan "Retainer" shall mean the annual
retainer payable to an Eligible Director (as defined in Section 3) for any
fiscal quarter of the Company, the amount of which Retainer may not be changed
for purposes of this Plan more often than once every six months and
"Retainer Payment Date" shall mean the last business day of the
Company's fiscal quarter.
3
<PAGE> 4
7. ADJUSTMENT OF AND CHANGES IN SHARES
In the event of a stock split, stock dividend, extraordinary
cash dividend, subdivision or combination of the Shares or other change in
corporate structure affecting the Shares, the number of Shares authorized by
the Plan shall be increased or decreased proportionately, as the case may be,
and the number of Shares subject to any outstanding option shall be increased
or decreased proportionately, as the case may be, with appropriate
corresponding adjustment in the purchase price per Share thereunder.
8. NO RIGHTS OF SHAREHOLDERS
Neither a Participant nor a Participant's legal representative
shall be, or have any of the rights and privileges of, a shareholder of the
Company in respect of any Shares purchasable upon the exercise of any option,
in whole or in part, unless and until certificates for such Shares shall have
been issued.
9. PLAN AMENDMENTS
The Plan may be amended by the Board as it shall deem advisable
or to conform to any change in any law or regulation applicable thereto;
provided, that the Board may not, without the authorization and approval of
shareholders of the Company: (i) increase the number of Shares which may be
purchased pursuant to options hereunder, either individually or in the
aggregate, except as permitted by Section 7, (ii) change the requirement of
Section 5(b) that option grants be priced at Fair Market Value, except as
permitted by Section 7, or (iii) modify in any respect the class of individuals
who constitute Eligible Directors. The provisions of Sections 3, 5 and/or 6 may
not be amended more often than once every six months, other than to comport
with changes in the Code, the Employee Retirement Income Security Act of 1974,
or the rules under either such statute.
10. LISTING AND REGISTRATION.
Each Share shall be subject to the requirement that if at any
time the Board shall determine, in its discretion, that the listing,
registration or qualification of the Shares upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Shares, no such Share may be disposed of unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any condition not acceptable to the Board.
4
<PAGE> 5
11. EFFECTIVE DATE AND DURATION OF PLAN
The Plan shall become effective on the effective date of the
initial public offering of the Company's Class A Common Stock ("Effective
Date"), subject to the consummation of such offering. In the event such public
offering is not consummated, all options and Shares previously granted
hereunder shall be cancelled and all rights of Eligible Directors with respect
to such options and Shares shall thereupon cease. The Plan shall terminate the
day following the tenth Annual Shareholders Meeting at which Directors are
elected succeeding such initial public offering, unless the Plan is extended or
terminated at an earlier date by Shareholders or is terminated by exhaustion of
the Shares available for issuance hereunder.
5
<PAGE> 1
EXHIBIT 5.1
[ABERCROMBIE & FITCH CO. LETTERHEAD]
November 8, 1996
Abercrombie & Fitch Co.
Four Limited Parkway
Reynoldsburg, Ohio 43068
Re: Securities Act of 1993 Form S-8 Registration Statement for the
Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate Directors
Ladies and Gentlemen:
I have acted as counsel for Abercrombie & Fitch Co., a Delaware corporation
(the "Company"), in connection with the proposed issuance by the Company of up
to 100,000 shares of the Company's Class A common stock, par value $.01 per
share (the "Common Stock"), under the Abercrombie & Fitch & Co. 1996 Stock Plan
for Non-Associate Directors (the "Plan"), which Common Stock is being
registered pursuant to the filing of a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Act").
I have examined the Certificate of Incorporation of the Company, its Bylaws,
the Plan and such other corporate records, certificates, documents and matters
of law as I have deemed necessary to render this opinion.
Based on the foregoing, I am of the opinion that the shares of Common Stock
issued or to be issued under the terms of the Plan will be duly authorized,
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 and 23.2 to the
Registration Statement. By giving such consent, I do not admit that I am an
expert with respect to any part of the Registration Statement, including this
exhibit, within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Securities and Exchange Commission issued
thereunder.
Very truly yours,
ABERCROMBIE & FITCH CO.
By: /s/ Samuel P. Fried
----------------------
Samuel P. Fried
General Counsel
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8, relating to The Abercrombie & Fitch 1996 Stock Plan for Non-Associate
Directors, of our reports dated July 11, 1996, on our audits of the balance
sheet of the Abercrombie & Fitch Co. as of July 11, 1996, and the consolidated
financial statements of the Abercrombie & Fitch Businesses as of February 3,
1996 and January 28, 1995, and for the fiscal years ended February 3, 1996,
January 28, 1995 and January 29, 1994, which reports were included in the
prospectus contained in the registration statement on Form S-1 (Reg. No.
333-8231) for Abercrombie & Fitch Co. filed on September 25, 1996.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
November 7, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY FOR
OFFICERS AND DIRECTORS
OF
ABERCROMBIE & FITCH CO.
Pursuant to the requirements of the Securities Act of 1933, the undersigned
officers and/or directors of Abercrombie & Fitch Co., a Delaware corporation
(the "Company"), hereby appoint Kenneth B. Gilman as attorney-in-fact with full
power of substitution and resubstitution to sign for the undersigned and in the
name of the undersigned in any and all capacities with respect to the
registration on Form S-8 of 100,000 shares of Common Stock of the Company under
the Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate Directors (the
"Registration Statement") with the Securities and Exchange Commission ("SEC"),
and to sign any and all amendments (including post-effective amendments)
thereto and any and all applications or other documents to be filed with the
SEC pertaining to the Registration Statement, and to grant unto the
attorney-in-fact and agent the full power and authority to do and perform each
and every act and thing required to be done, as fully to all intents and
purposes as the undersigned could do if personally present. The undersigned
hereby ratifies and confirms all that the attorney-in-fact and agent or its
substitutes may lawfully do or cause to be done by virtue hereof.
Signatures Title Date
- ---------- ----- -----
/s/ Leslie H. Wexner Chairman of the Board November 5, 1996
- -------------------------
Leslie H. Wexner
/s/ Michael S. Jeffries President, Chief Executive November 5, 1996
- ------------------------- Officer and Director
Michael S. Jeffries (principal executive officer)
/s/ Seth R. Johnson Vice President-Chief November 5, 1996
- ------------------------- Financial Officer
Seth R. Johnson (principal financial and
accounting officer)
/s/ E. Gordon Gee Director November 5, 1996
- -------------------------
E. Gordon Gee
/s/ Donald B. Shackleford Director November 5, 1996
- -------------------------
Donald B. Shackleford
/s/ Roger D. Blackwell Director November 5, 1996
- -------------------------
Roger D. Blackwell
