<PAGE> 1
As filed on July 30, 1998 Registration No. ___-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ABERCROMBIE & FITCH CO.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 31-1469076
- --------------------------------- -----------------------------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
Four Limited Parkway East, Reynoldsburg, Ohio 43068
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(Address of Principal Executive Offices) (Zip Code)
ABERCROMBIE & FITCH CO. 1996 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
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(1998 RESTATEMENT)
------------------
ABERCROMBIE & FITCH CO. 1996 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS
-------------------------------------------------------------------
(1998 RESTATEMENT)
------------------
(Full Title of the Plans)
SETH R. JOHNSON
Vice President and Chief Financial Officer
Abercrombie & Fitch Co.
Four Limited Parkway East
Reynoldsburg, Ohio 43068
(614) 577-6500
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(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered(1) Share(2) Price(2) Registration Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common
Stock, $.01 par
value 2,100,000 shares $45.59375 $95,746,875 $28,245.33
=========================================================================================================
</TABLE>
(1) Of this number, 2,000,000 shares are being registered for issuance
under the 1996 Stock Option and Performance Incentive Plan (1998 Restatement)
and 100,000 shares are being registered for issuance under the 1996 Stock Plan
for Non-Associate Directors (1998 Restatement).
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (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 July 28, 1998.
--------------------------------
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E, this Registration Statement on Form S-8
is filed by Abercrombie & Fitch Co. (the "Registrant") to register additional
securities under the Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate
Directors and the 1996 Stock Option and Performance Incentive Plan (the "Plans")
which are covered by and filed as exhibits to the Registrant's Registration
Statements on Form S-8 (Nos. 333-15941 and 333-15945, respectively). The
additional securities are to be issued pursuant to restatements of the Plans
approved by the Executive Committee of the Registrant's Board of Directors on
May 18, 1998 and by the Registrant's shareholders on July 16, 1998. The
contents of Registration Statements No. 333-15941 and 333-15945 are incorporated
herein by reference.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of Class A Common Stock of
the Registrant being registered on this Registration Statement on Form S-8 will
be passed upon for the Registrant by Vorys, Sater, Seymour and Pease LLP, 52
East Gay Street, P.O. Box 1008, Columbus, Ohio 43216-1008. Douglas L.
Williams, a director of the Registrant, is a partner in such firm. As of July
6, 1998, members of Vorys, Sater, Seymour and Pease LLP and attorneys employed
thereby, together with members of their immediate families, beneficially owned
an aggregate of 1,300 shares of Class A Common Stock of the Registrant.
Item 8. Exhibits.
See Exhibit Index on page 6.
Item 9. Undertakings.
Incorporated herein by reference to Registration Statements Nos.
333-15941 and 333-15945.
3
<PAGE> 4
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 July 29, 1998.
ABERCROMBIE & FITCH CO.
(The Registrant)
By /s/ Seth R. Johnson
---------------------
Seth R. Johnson,
Vice President and Chief Financial Officer
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 July 29, 1998.
Signature Title
- --------- -----
*
- -----------------------------
Michael S. Jeffries Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
/s/ Seth R. Johnson
- ----------------------------- Vice President and Chief Financial Officer
Seth R. Johnson and Director (Principal Financial and
Accounting Officer)
*
- ----------------------------- Director
George Foos
*
- ----------------------------- Director
John A. Golden
*
- ----------------------------- Director
John W. Kessler
*
- ----------------------------- Director
Sam N. Shahid, Jr.
*
- ----------------------------- Director
Douglas L. Williams
4
<PAGE> 5
*Seth R. Johnson, 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/ Seth R. Johnson
-------------------------
Seth R. Johnson,
Attorney-in-Fact
5
<PAGE> 6
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit
4.1 Amended and Restated Certificate of Incorporation of the Registrant
incorporated by reference to Exhibit 3.1 of the Registrant's quarterly
report on Form 10-Q for the quarter ended November 2, 1996.
4.2 Form of Bylaws of the Registrant incorporated by reference to Exhibit 3.1
of the Registrant's quarterly report on Form 10-Q for the quarter ended
November 2, 1996.
5.1 Legal opinion of Vorys, Sater, Seymour and Pease LLP.
15.1 Letter of PricewaterhouseCoopers LLP regarding Unaudited Interim Financial
Information.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Vorys, Sater, Seymour and Pease LLP (included in the opinion
filed as Exhibit 5.1).
24.1 Power of Attorney.
6
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF VORYS, SATER, SEYMOUR AND PEASE LLP]
(614) 464-6400
July 30, 1998
Abercrombie & Fitch Co.
Four Limited Parkway East
Reynoldsburg, OH 43068
Re: Form S-8 Registration Statement under the Securities Act of 1933 for
Additional Shares of Class A Common Stock to be Made Available under
the Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate
Directors (1998 Restatement) and the Abercrombie & Fitch Co. 1996
Stock Option and Performance Incentive Plan (1998 Restatement)
Ladies and Gentlemen:
We 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 an additional 2,100,000 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 (1998 Restatement) and
the Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan
(1998 Restatement) (collectively, the "Plans"), which Common Stock is being
registered under the Securities Act of 1933 (the "Act") on a Registration
Statement on Form S-8 (the "Registration Statement").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K of the General Rules and Regulations
promulgated under the Act (the "Rules and Regulations").
In connection with the preparation of this opinion, we have examined an
original or copy of and have relied upon the accuracy of, without independent
verification or investigation:
(1) The Registration Statement filed with the Securities and Exchange
Commission through the EDGAR system under the Act on the date hereof.
<PAGE> 2
Abercrombie & Fitch Co.
July 30, 1998
Page 2
(2) The Amended and Restated Certificate of Incorporation and the
Amended and Restated Bylaws of the Company, each as currently in
effect.
(3) The Plans.
(4) Certain proceedings of the directors and of the stockholders of the
Company.
(5) Such other records, documents or instruments as in our judgment are
necessary or appropriate to enable us to render the opinions herein.
In our examinations and in rendering the opinion set forth below, we have
assumed, without independent investigation or examination, (a) the genuineness
of all signatures, the authenticity and completeness of all documents submitted
to us as copies and the authenticity of such originals of such latter
documents; and (b) that the final, executed copy of each document submitted to
us in draft form will not differ in any material respect from the draft form of
such document submitted to us. As to the facts material to our opinion
expressed herein which were not independently established or verified, we have
relied upon oral or written statements and representations of officers and
other representatives of the Company.
Based upon and subject to the foregoing, and the further qualifications
and limitations set forth below, as of the date hereof, we are of the opinion
that the additional 2,100,000 shares of Common Stock to be issued under the
terms of the Plans are duly authorized and, when issued in accordance with the
terms and conditions of the Plans, will be validly issued, fully paid and
nonassessable.
This opinion is furnished by us solely for the benefit of the Company in
connection with the offering of the securities of the Company pursuant to the
Plans and the filing of the Registration Statement and any amendments thereto.
This opinion may not be relied upon by any other person or assigned, quoted or
otherwise used without our specific written consent.
We are members of the Bar of the State of Ohio and do not purport to be
experts in the laws of any jurisdiction other than the laws of the State of
Ohio and the United States of America; except that for purposes of this
opinion, we have reviewed the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as Exhibits 5.1 and 23.2
to the Registration Statement and to the reference to us in the Registration
Statement. By giving such consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the
Rules and Regulations.
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE LLP
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EXHIBIT 15.1
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Abercrombie & Fitch Co.
We are aware that our report dated May 7, 1998 on our review of interim
consolidated financial information of Abercrombie & Fitch Co. and Subsidiaries
(the "Company") for the thirteen-week period ended May 2, 1998 and included in
the Company's quarterly report on Form 10-Q for the period then ended, is
incorporated by reference in this registration statement on this Form S-8.
Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not
be considered a part of the registration statement prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
PricewaterhouseCoopers LLP
Columbus, Ohio
July 29, 1998
<PAGE> 1
EXHIBIT 23.1
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Abercrombie & Fitch Co. on this Form S-8 of our report dated February 20, 1998,
and our audits of the consolidated financial statements of Abercrombie & Fitch
Co. as of January 31, 1998 and February 1, 1997, and for the fiscal years ended
January 31, 1998, February 1, 1997, and February 3, 1996.
PricewaterhouseCoopers LLP
Columbus, Ohio
July 29, 1998
<PAGE> 1
EXHIBIT 24.1
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 Seth R. Johnson 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 2,100,000 shares of the Company's Class A
Common Stock under the Abercrombie & Fitch Co. 1996 Stock Option and
Performance Incentive Plan (1998 Restatement) and the Abercrombie & Fitch Co.
1996 Stock Plan for Non-Associate Directors (1998 Restatement) (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 his
substitutes may lawfully do or cause to be done by virtue hereof.
Signatures Title Date
- ---------- ----- ----
/s/ Michael S. Jeffries Chairman of the Board July 16, 1998
- ----------------------- and Chief Executive Officer
Michael S. Jeffries (Principal Executive Officer)
/s/ George Foos Director July 16, 1998
- -----------------------
George Foos
/s/ John A. Golden Director July 16, 1998
- -----------------------
John A. Golden
/s/ John W. Kessler Director July 16, 1998
- -----------------------
John W. Kessler
/s/ Sam N. Shahid, Jr. Director July 16, 1998
- -----------------------
Sam N. Shahid, Jr.
/s/ Douglas L. Williams Director July 16, 1998
- -----------------------
Douglas L. Williams
