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As filed on May 24, 1999
Registration No. 333-60189
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ABERCROMBIE & FITCH CO.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 31-1469076
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(State or Other Jurisdiction of (I.R.S. 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)
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ABERCROMBIE & FITCH CO. 1996 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS
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(1998 RESTATEMENT)
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(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
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<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered(1) Registered(2) Share(3) Price(3) Registration Fee
- ----------------------------- ----------------------- ------------------------- ------------------------- ------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 2,100,000 shares $45.59375 $95,746,875 $28,245.33
par value
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</TABLE>
(1) This Registration Statement also covers related Series A
Participating Cumulative Preferred Stock Purchase Rights (the "Rights") which
evidence the right to purchase under certain conditions, one one-thousandth of a
share of Series A Participating Cumulative Preferred Stock, $1 par value.
Registrant is required to deliver one Right, subject to adjustment, with each
share of Class A Common Stock that becomes outstanding until the "distribution
date" for the Rights, at which date the Rights will commence trading separately
from the shares of Class A Common Stock.
(2) Of this number, 250,000 shares are being registered for issuance
under the Savings and Retirement Plan and 250,000 shares are being registered
for issuance under the Associate Stock Purchase Plan.
(3) 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.
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This Post-Effective Amendment No. 1 is being filed in order to include
among the securities being registered Series A Participating Cumulative
Preferred Stock Purchase Rights ("Rights") related to the shares of Class A
Common Stock, $.01 par value, registered on the Registration Statement on Form
S-8 (Registration No. 333-60189) filed on July 30, 1998. No additional filing
fee is required to be paid with respect to the registration of the Rights. The
Rights evidence the right to purchase, under certain conditions, one
one-thousandth of a share of Series A Participating Cumulative Preferred Stock,
$1 par value. Registrant is required to deliver one Right, subject to
adjustment, with each share of Class A Common Stock that becomes outstanding
until the "distribution date" for the Rights, at which date the Rights will
commence trading separately from the shares of Class A Common Stock.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for its fiscal year ended
January 31, 1998.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
May 2, 1998, August 1, 1998 and October 31, 1998.
(c) The Registrant's Current Reports on Form 8-K dated February 18, 1998,
April 9, 1998, May 7, 1998, May 14, 1998, May 20, 1998 and July 21, 1998.
(d) The Registrant's Annual Report on Form 10-K for its fiscal year ended
January 30, 1999.
(e) 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-1, filed with the Commission on August 28, 1996 and incorporated by
reference in the Registrant's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on August 29,
1996.
(f) The description of the Registrant's Series A Participating Cumulative
Preferred Stock Purchase Rights set forth in the Registrant's Amendment No. 1 to
Form 8-A dated April 23, 1999, filed under the Exchange Act on April 26, 1999,
amending the Registrant's Registration Statement on Form 8-A dated July 21,
1998, filed under the Exchange Act on July 21, 1998.
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 pursuant to the Plans 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 8. Exhibits.
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See Exhibit Index on page 6.
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SIGNATURES
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The Registrant
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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 Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Reynoldsburg,
State of Ohio, on May 24, 1999.
ABERCROMBIE & FITCH CO.
(The Registrant)
By /s/ Seth R. Johnson
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Seth R. Johnson,
Vice President - Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been
signed below by the following persons in the capacities indicated on May 24,
1999.
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<CAPTION>
Signature Title
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<S> <C>
* Chairman of the Board of Directors
----------------------------------- and Chief Executive Officer
Michael S. Jefferies (Principal Executive Officer)
/s/ Seth R. Johnson Vice President - Chief Financial
----------------------------------- Officer and Director
Seth R. Johnson (Principal Financial and
Accounting Officer)
* Director
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George Foos
* Director
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John A. Golden
* Director
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John W. Kessler
* Director
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Sam N. Shahid, Jr.
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*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
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Seth R. Johnson
Attorney-in-Fact
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EXHIBIT INDEX
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The following exhibits are filed as part of this Registration
Statement:
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 Certificate of Designation of Series A Participating Cumulative
Preferred Stock of the Registrant, as filed with the Delaware
Secretary of State on July 21, 1998, incorporated by reference to
Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the
fiscal year ended January 30, 1999.
4.3 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.
4.4 Rights Agreement dated as of July 16, 1998 between Abercrombie & Fitch
Co. and First Chicago Trust Company of New York, incorporated by
reference to Exhibit 1 to the Registrant's Registration Statement on
Form 8-A dated July 21, 1998.
4.5 Amendment No. 1 to Rights Agreement dated as of April 21, 1999 between
Abercrombie & Fitch Co. and First Chicago Trust Company of New York,
incorporated by reference to Exhibit 2 to the Registrant's Amendment
No. 1 to Form 8-A dated April 23, 1999.
5.1 Legal opinion of Vorys, Sater, Seymour and Pease LLP.*
15.1 Letter of PricewaterhouseCoopers LLP regarding Unaudited Interim
Financial Statements.*
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.*
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* Filed with Registration Statement on Form S-8 (Registration No. 333-60189)
on July 30, 1998.
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