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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUGUST 23, 1999
Date of Report (Date of earliest event reported)
TOO, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 1-14987 31-1333930
(State of other jurisdiction (Commission (IRS employer
of incorporation) file no.) identification no.)
3885 MORSE ROAD
COLUMBUS, OH 43219
(Address of principal executive offices) (Zip code)
(614) 479-3500
(Registrant's telephone number,
including area code)
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ITEM 5. OTHER EVENTS.
On August 23, 1999, Too, Inc. (formerly named "Limited Too, Inc.") and
The Limited, Inc. ("The Limited") jointly announced the completion of the
spin-off of 100% of the common stock of Too, Inc. to shareholders of record of
the common stock of The Limited as of August 11, 1999, the record date for the
spin-off.
The spin-off was effected through a distribution of one share of Too,
Inc.'s common stock for every seven shares of The Limited's common stock held at
the close of business on August 11, 1999, the record date for the spin-off.
The press release-issued on August 23, 1999 is attached as Exhibit 99.1
to this document and incorporated into this document by reference. The press
release announced the completion of the spin-off.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT
NO. DESCRIPTION
--- -----------
** 2.1 Distribution Agreement dated as of August 23, 1999
between The Limited, Inc. and Too, Inc.
** 3.1 Amended and Restated Certificate of Incorporation of
Too, Inc.
** 3.2 Amended and restated Bylaws of Too, Inc.
** 4.1 Specimen certificate of common stock of Too, Inc.
** 10.2 Store Leases Agreement dated as of August 23, 1999 by
and among The Limited Stores, Inc., Victoria's Secret
Stores, Inc., Lerner New York, Inc., Express, LLC,
Structure, Inc., The Limited, Inc. and Too, Inc.
** 10.3 Trademark and Service Mark Licensing Agreement dated
as of August 23, 1999 between Limco, Inc. and LimToo,
Inc.
** 10.4 Services Agreement dated as of August 23, 1999 by and
between Too, Inc. and The Limited, Inc.
** 10.5 Tax Separation Agreement dated as of August 23, 1999
between The Limited, Inc., on behalf of itself and
the members of The Limited Group, and Too, Inc., on
behalf of itself and the members of the Too Group
** 10.7 Amendment to Building Lease Agreement between
Distribution Land Corp. and Too, Inc., amending the
Building Lease Agreement dated July 1, 1995 between
Distribution Land Corp. and Limited Too, Inc. (the
predecessor company to Too, Inc.)
* 10.8 Too, Inc. 1999 Incentive Compensation Performance
Plan.
** 10.9 Too, Inc. 1999 Stock Option and Performance Incentive
Plan.
** 10.10 Too, Inc. 1999 Stock Plan for Non-Associate
Directors.
** 10.11 Employment Agreement with Michael W. Rayden dated
August 24, 1999.
** 99.1 Press release dated August 23, 1999.
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* Filed with this Form 8-K/A No. 1.
** Previously filed on Form 8-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amended report to be signed on its behalf by
the undersigned, thereunto duly authorized.
TOO, INC.
By: /s/ Kent A. Kleeberger
-----------------------------------------
Name: Kent A. Kleeberger
Title: Vice President, Chief Financial
Officer and Secretary
Dated: March 7, 2000
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EXHIBITS
EXHIBIT
NO. DESCRIPTION
--- -----------
** 2.1 Distribution Agreement dated as of August 23, 1999
between The Limited, Inc. and Too, Inc.
** 3.1 Amended and Restated Certificate of Incorporation of
Too, Inc.
** 3.2 Amended and restated Bylaws of Too, Inc.
** 4.1 Specimen certificate of common stock of Too, Inc.
** 10.2 Store Leases Agreement dated as of August 23, 1999 by
and among The Limited Stores, Inc., Victoria's Secret
Stores, Inc., Lerner New York, Inc., Express, LLC,
Structure, Inc., The Limited, Inc. and Too, Inc.
** 10.3 Trademark and Service Mark Licensing Agreement dated
as of August 23, 1999 between Limco, Inc. and LimToo,
Inc.
** 10.4 Services Agreement dated as of August 23, 1999 by and
between Too, Inc. and The Limited, Inc.
** 10.5 Tax Separation Agreement dated as of August 23, 1999
between The Limited, Inc., on behalf of itself and
the members of The Limited Group, and Too, Inc., on
behalf of itself and the members of the Too Group.
** 10.7 Amendment to Building Lease Agreement between
Distribution Land Corp. and Too, Inc., amending the
Building Lease Agreement dated July 1, 1995 between
Distribution Land Corp. and Limited Too, Inc. (the
predecessor company to Too, Inc.)
* 10.8 Too, Inc. 1999 Incentive Compensation Performance
Plan.
** 10.9 Too, Inc. 1999 Stock Option and Performance Incentive
Plan.
** 10.10 Too, Inc. 1999 Stock Plan for Non-Associate
Directors.
** 10.11 Employment Agreement with Michael W. Rayden dated
August 24, 1999.
** 99.1 Press release dated August 23, 1999.
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* Filed with this Form 8-K/A No. 1.
** Previously filed on Form 8-K.
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Exhibit 10.8
TOO, INC.
1999 INCENTIVE COMPENSATION PERFORMANCE PLAN
The Too, Inc. 1999 Incentive Compensation Performance Plan (the
"INCENTIVE PLAN") is intended to satisfy the applicable provision of Section
162(m) of the Internal Revenue Code of 1986, as amended (the "CODE"). The
Incentive Plan shall be administered by the Compensation Committee (the
"COMMITTEE") of the Board of Directors of Too, Inc. (the "COMPANY"). The
Committee shall select those key executives of the Company with significant
operating and financial responsibility and who are likely to be "covered
employees" (within the meaning of Section 162(m) of the Code) for the relevant
fiscal year, to be eligible to earn seasonal or annual cash incentive
compensation payments to be paid under the Incentive Plan.
In respect of each Spring and/or Fall selling season or fiscal year,
the Committee may establish performance goals for the Company. The performance
goals selected by the Committee shall be based on any one or more of the
following: price of the Company's common stock, par value $.01 per share, or the
stock of any affiliate, shareholder return, return on equity, return on
investment, return on capital, sales productivity, comparable store sales
growth, economic profit, economic value added, net income, operating income,
gross margin, sales, free cash flow, earnings per share, operating company
contribution or market share. These factors shall have a minimum performance
standard below which, and a maximum performance standard above which, no
payments will be made. These performance goals may be based on an analysis of
historical performance and growth expectations for the business, financial
results of other comparable businesses and progress towards achieving the
long-range strategic plan for the business. These performance goals and
determination of results shall be based entirely on financial measures. The
Committee may not use any discretion to modify award results except as permitted
under Section 162(m) of the Code.
Annual incentive compensation targets may be established for eligible
executives ranging from 30% to 150% of base salary. Executives may earn their
target incentive compensation if the business achieves the pre-established
performance goals. The target incentive compensation percentage for each
executive will be based on the level and functional responsibility of his or her
position, size of the business for which the executive is responsible, and
competitive practices. The amount of incentive compensation paid to
participating executives may range from zero to double their targets, based upon
the extent to which performance goals are achieved or exceeded. Except as
otherwise permitted by Section 162(m) of the Code, the minimum level at which a
participating executive will earn any incentive payment, and the level at which
an executive will bear the maximum incentive payment of double the target, must
be established by the Committee prior to the commencement of each bonus period.
Actual payouts must be based on either a straight-line or pre-established
interpolation based on these minimum and maximum levels and the performance
goals.
The maximum dollar amount to be paid for any year under the Incentive
Plan to any participant may not exceed $3,000,000.
