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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1997
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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POLO RALPH LAUREN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-2622036
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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650 MADISON AVENUE
NEW YORK, NEW YORK 10022
(212) 318-7000
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
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POLO RALPH LAUREN CORPORATION
1997 LONG-TERM STOCK INCENTIVE PLAN AND
1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
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VICTOR COHEN, ESQ.
GENERAL COUNSEL
POLO RALPH LAUREN CORPORATION
650 MADISON AVENUE
NEW YORK, NEW YORK 10022
(212) 318-7000
(Name and Address, including Zip Code,
and Telephone Number, including Area Code of Agent For Service)
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Copies to:
JAMES M. DUBIN, ESQ.
EDWIN S. MAYNARD, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED TO BE REGISTERED(1) PER SHARE (2) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Class A Common Stock, par 10,500,000 $26.00 $273,000,000 $82,727.27
value $.01 per share..............
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(1) Plus such indeterminate number of shares of Class A Common Stock of the
Registrant as may be issued to prevent dilution resulting from stock
dividends, stock splits or similar transactions in accordance with Rule
416 under the Securities Act of 1933.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) of the Securities Act of 1933.
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EXPLANATORY NOTE
The Section 10(a) prospectuses being delivered by Polo Ralph Lauren
Corporation (the "Company") to participants in the Polo Ralph Lauren Corporation
1997 Long-Term Stock Incentive Plan (the "1997 Stock Incentive Plan") and the
Polo Ralph Lauren Corporation 1997 Stock Option Plan for Non-Employee Directors
(the "1997 Non-Employee Director Option Plan") as required by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), have been prepared in
accordance with the requirements of Form S-8 and relate to shares of Class A
Common Stock, par value $0.01 per share, of the Company (the "Class A Common
Stock") which have been reserved for issuance pursuant to the 1997 Stock
Incentive Plan and the 1997 Stock Option Plan for Non-Employee Directors. The
information regarding the 1997 Stock Incentive Plan and the 1997 Stock Option
Plan for Non-Employee Directors required in the Section 10(a) prospectuses is
included in documents being maintained and delivered by the Company as required
by Rule 428 under the Securities Act. The Company shall provide to participants
in the 1997 Stock Incentive Plan and the 1997 Stock Option Plan for Non-Employee
Directors a written statement advising them of the availability without charge,
upon written or oral request, of documents incorporated by reference herein, as
is required by Item 2 of Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by Polo Ralph Lauren
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(a) the Company's Prospectus, dated June 11, 1997, filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933 (the
"Securities Act"); and
(b) the description of the Company's Class A Common Stock, par value
$.01 per share, contained in the Company's Registration Statement filed on Form
8-A, pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the
"Exchange Act").
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement 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 a part hereof from the date
of filing of 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 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.
Not applicable.
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
attorney's 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.
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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
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
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, suit, or proceeding upon
receipt of an undertaking by or on 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 Six of the Company's Amended and Restated 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 fiduciary
duty as directors, with certain exceptions. Article Seven requires
indemnification of directors and officers of the Company, and for advancement of
litigation expenses to the fullest extent permitted by Section 145.
The Company's Amended and Restated By-laws provide for indemnification
of its directors and officers to the fullest extent permitted by law.
The Underwriting Agreement filed as Exhibit 1.1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-24733) provides for
indemnification of the directors, certain officers, and controlling persons of
the Company by the Underwriters against certain civil liabilities, including
liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 - Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.
23(a) - Consent of Mahoney, Cohen, Rashba & Pokart, CPA, PC.
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23(b) - Consent of Deloitte & Touche LLP.
23(c) - Consent of Paul, Weiss, Rifkind, Wharton & Garrison
(included in its opinion filed as Exhibit 5 to this
Registration Statement).
24 - Power of Attorney (included as part of the signature
page to this Registration Statement and incorporated
herein by reference).
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;
(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;
(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 paragraph (a)(l)(i) and (a)(l)(ii) do
not apply if the information required to be included in a
post-effective amendment by the foregoing paragraphs is
contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the 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 of 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, each filing of the Registrant's annual report pursuant to
Section 13(a) or 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.
(c) 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
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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
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.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
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 12, 1997.
POLO RALPH LAUREN CORPORATION
By: /s/ RALPH LAUREN
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RALPH LAUREN
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ralph Lauren, Michael J. Newman and
Victor Cohen and each of them, as his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments, including post-effective amendments, to this Registration
Statement, 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, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully 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, or his or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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/s/ Ralph Lauren
- ---------------------------------- Chairman, Chief Executive June 12, 1997
RALPH LAUREN Officer (principal executive
officer) and Director
/s/ Michael J. Newman
- ---------------------------------- Vice-Chairman, Chief June 12, 1997
MICHAEL J. NEWMAN Operating Officer and
Director
</TABLE>
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/s/ Nancy A. Platoni Poli
- ---------------------------------- Vice-President and Chief June 12, 1997
NANCY A. PLATONI POLI Financial Officer (principal
accounting and financial
officer)
- ---------------------------------- Director June __, 1997
RICHARD A. FRIEDMAN
</TABLE>
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
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5 - Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.
23(a) - Consent of Mahoney, Cohen, Rashba & Pokart, CPA,
PC.
23(b) - Consent of Deloitte & Touche LLP.
23(c) - Consent of Paul, Weiss, Rifkind, Wharton & Garrison
(included in its opinion filed as Exhibit 5 to this
Registration Statement).
24 - Power of Attorney (included as part of the signature
page to this Registration Statement and incorporated
herein by reference).
</TABLE>
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Exhibit 5
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10022
June 12, 1997
Polo Ralph Lauren Corporation
650 Madison Avenue
New York, New York 10022
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Polo Ralph Lauren Corporation, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations promulgated thereunder (the "Rules"), which relates to the
10,000,000 shares (the "Option Shares") of Class A Common Stock, par value $.01
per share (the "Class A Common Stock"), of the Company to be issued pursuant to
the Polo Ralph Lauren Corporation 1997 Long-Term Incentive Plan (the "Option
Plan") and the 500,000 shares (the "Director Shares") of Class A Common Stock of
the Company to be
<PAGE> 2
Polo Ralph Lauren Corporation 2
issued pursuant to the Polo Ralph Lauren Corporation 1997 Stock Option Plan for
Non-Employee Directors (the "Director Plan"), we have been requested by the
Company to render this opinion as to the legality of the Option Shares and the
Director Shares.
In this connection, we have examined originals or copies
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement, (ii) the Option Plan, (iii) the Director Plan, (iv) the Amended and
Restated Certificate of Incorporation and Amended and Restated By-laws of the
Company, each as amended to date, and (v) all such corporate records of the
Company and all such other documents as we have considered necessary in order to
form a basis for the opinion hereinafter expressed. In our examination of
documents, we have assumed, without independent investigation, the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified photostatic, reproduced or conformed copies of valid existing
agreements or other documents, the authenticity of all such latter documents and
the legal capacity of all individuals who have executed any of the aforesaid
documents. As to certain matters of fact, we have relied on representations,
statements or certificates of officers of the Company and of public authorities.
Based on the foregoing, and subject to the assumptions,
exceptions and qualifications stated herein, we are of the opinion that (i) the
Option Shares have been
<PAGE> 3
Polo Ralph Lauren Corporation 3
duly authorized for issuance and that such Option Shares, when issued and
delivered by the Company and paid for in accordance with the terms and
provisions of the Option Plan, will be validly issued, fully paid and
nonassessable, and (ii) the Director Shares have been duly authorized for
issuance and that such Director Shares, when issued and delivered by the Company
and paid for in accordance with the terms and provisions of the Director Plan,
will be validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the General
Corporation Law of the State of Delaware. Our opinion is also rendered only with
respect to the laws and the rules, regulations and orders thereunder, which are
currently in effect. Please be advised that no member of this firm is admitted
to practice in the State of Delaware. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement. In giving this consent, we
do not hereby agree that we come within the category of persons whose consent is
required by the Act or the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated June 21, 1996 (March 14, 1997 as to
Note 1(a)) on our audits of the financial statements and schedule of Polo Ralph
Lauren Corporation appearing in Registration Statement No. 333-24733 on Form
S-1 of Polo Ralph Lauren Corporation.
/s/ Mahoney Cohen Rashba & Pokart, CPA, PC
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Mahoney Cohen Rashba & Pokart, CPA, PC
New York, New York
June 11, 1997
<PAGE> 1
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Polo Ralph Lauren Corporation on Form S-8 of our report dated May 15, 1997
(June 9, 1997 as to Note 7), appearing in Registration Statement No. 333-24733
of Polo Ralph Lauren Corporation on Form S-1.
/s/ Deloitte & Touche LLP
- -------------------------
New York, New York
June 11, 1997
