<PAGE> 1
As filed with the Securities and Exchange Commission on March 18, 1996.
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ZALE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
DELAWARE 75-0675400
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
ALAN P. SHOR, ESQ.
ZALE CORPORATION
901 WEST WALNUT HILL LANE 901 WEST WALNUT HILL LANE
IRVING, TEXAS 75038-1003 IRVING, TEXAS 75038-1003
(214) 580-4576
(Address, Including Zip Code, of Registrant's (Name, Address, Including Zip Code, and
Principal Executive Offices) Telephone Number, Including Area Code, of
Agent for Service)
</TABLE>
ZALE CORPORATION OUTSIDE DIRECTORS' 1995 STOCK OPTION PLAN
(Full Title of the Plan)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 Par Value 150,000 Shares $15.5208 $2,328,125 $805
("Common Stock")
=======================================================================================================================
</TABLE>
(1) In accordance with Rule 457(h)(1) promulgated under the Securities Act
of 1933, as amended (the "Securities Act"), calculated on the basis of
(i) the aggregate exercise price of options to purchase up to 25,000
shares of Common Stock previously issued and outstanding under the
Zale Corporation Outside Directors' 1995 Stock Option Plan (the
"Plan") and (ii) the average of the high and low price of the Common
Stock as reported on the NASDAQ on March 14, 1996 for options to
purchase up to 125,000 shares of Common Stock available to be granted
under the Plan.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Annual Report on Form 10-K of Zale Corporation (the
"Company") for the year ended July 31, 1995;
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the Annual Report
on Form 10-K referenced to in (a) above; and
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A/A filed with the Commission under Section
12(g) of the Exchange Act on July 16, 1993, including any amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by the Company 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 that indicates that all
of the shares of Common Stock offered have been sold or which deregisters all
of such shares 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 incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document modifies or
supersedes such statement. Any such 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.
The validity of the issuance of the Common Stock upon exercise of
options granted under the Zale Corporation Outside Directors' 1995 Stock Option
Plan has been passed upon for the Company by Alan P. Shor, Senior Vice
President, General Counsel and Secretary of the Company. As of March 15, 1996,
Mr. Shor beneficially owned 1,200 shares of Common Stock of the Company.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify any person serving as its director or officer, or in a
similar capacity with another entity at its request, from any liability arising
for any acts or omissions occurring after July 21, 1993 that such person incurs
with respect to any threatened, pending, or completed action, suit, or
proceeding (whether civil, criminal, administrative, or investigative) so long
as such person acted in good faith and in a manner that he or she reasonably
believed to be in or not opposed to the best interests of the Company. With
respect to any criminal action or proceeding, however, the person must have had
reasonable cause to believe that his or her conduct was lawful. If a court of
competent jurisdiction, after exhaustion of all appeals therefrom, adjudges
such person to be liable to the Company or such person agrees to pay amounts in
settlement to the Company, the Company may indemnify such person for such claim
only if the court approves such indemnification.
The Company has entered into Indemnification Agreements (the
"Indemnification Agreements") with its existing and certain former directors
agreeing to indemnify such persons against expenses, judgments, funds and
amounts paid in settlement incurred in connection with any threatened, pending
or completed action, suit or proceeding in which the director was or is
threatened to be made a party by reason of his service as a director, officer,
employee, or agent of the Company subsequent to July 21, 1993 provided that the
director acted in good faith and in a manner he reasonably believed to be in
the best interest of the Company, and with respect to any criminal action or
proceeding, provided he had reasonable cause to believe his actions were
lawful. Each Indemnification Agreement further provides for the
indemnification of any director against all expenses incurred in the successful
defense of any proceeding, whether on the merits or otherwise. Each
Indemnification Agreement provides as set forth the methodology for the
determination of the right of indemnification and provisions for the
advancement of expenses incurred in defending any proceeding.
The Company has entered into a Trust Agreement pursuant to which
$1,000,000 has been deposited with the trustee thereunder to secure the
performance of the Company under the Indemnification Agreements or any
indemnification provisions of the Restated Certificate of Incorporation or
Bylaws of the Company or other applicable law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid
by a director, officer or controlling person thereof 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
Company will, unless in the opinion of counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question
II-2
<PAGE> 4
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of Zale Corporation, as amended,
defining the rights of holders of Common Stock.(1)
4.2 Zale Corporation Outside Directors' 1995 Stock Option Plan.*
5.1 Opinion of Alan P. Shor, Senior Vice President and General Counsel of
the Company as to the validity of the securities registered hereby.*
23.1 Consent of Arthur Andersen LLP, independent public accountants.*
23.2 Consent of Alan P. Shor, Senior Vice President and General Counsel of
the Company (included in Exhibit 5.1).*
24. Power of Attorney (included on the Signature Page in Part II of this
Registration Statement).
- ---------------
* Filed herewith.
(1) Incorporated by reference to Exhibit 4.1 of the Company's quarterly
report on Form 10-Q for the quarterly period ended September 30, 1993.
ITEM 9. UNDERTAKINGS.
(a) The Company 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;
II-3
<PAGE> 5
(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.
Notwithstanding the foregoing, the Company is not
required to provide the information described in
(a)(1)(i) and (a)(1)(ii) above if such information is
contained in periodic reports filed by the Company
pursuant to Section 13 or 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) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
that is incorporated by reference in this 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) See Item 6.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Irving and the State of Texas, on this 15th day of
March, 1996.
ZALE CORPORATION
By: /S/
-----------------------------------
Name: Robert DiNicola
Title: Chairman of the Board and
Chief Executive Officer
Each person whose signature to this Registration Statement appears
below hereby appoints Thomas E. Whiddon and Alan P. Shor, and each of them,
either one of whom may act without the joinder of the other, as his agent and
attorney-in-fact to sign on his behalf individually and in the capacity stated
below and to file all post-effective amendments to this Registration Statement,
which amendments may make such changes in and additions to this Registration
Statement as such attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/S/ Robert DiNicola Chairman of the Board, Chief Executive March 15, 1996
---------------------------------------- Officer and Director (principal
Robert DiNicola executive officer of the registrant)
/S/ Thomas E. Whiddon Senior Vice President and Chief March 15, 1996
---------------------------------------- Financial Officer (principal financial
Thomas E. Whiddon officer of the registrant)
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/S/ Merrill J. Wertheimer Executive Vice President-Finance and March 15, 1996
---------------------------------------- Administration (principal accounting
Merrill J. Wertheimer officer of the registrant)
/S/ Glen Adams Director March 15, 1996
----------------------------------------
Glen Adams
/S/ Peter P. Copses Director March 15, 1996
----------------------------------------
Peter P. Copses
/S/ Frank E. Grzelecki Director March 15, 1996
----------------------------------------
Frank E. Grzelecki
/S/ Richard C. Marcus Director March 15, 1996
----------------------------------------
Richard C. Marcus
/S/ Andrew H. Tisch Director March 15, 1996
----------------------------------------
Andrew H. Tisch
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
- ------- ----------- ------------
<S> <C> <C>
4.1 Restated Certificate of Incorporation of Zale Corporation,
as amended, defining the rights of holders of Common Stock.(1)
4.2 Zale Corporation Outside Directors' 1995 Stock Option Plan.*
5.1 Opinion of Alan P. Shor, Senior Vice President and General
Counsel of the Company as to the validity of the securities
registered hereby.*
23.1 Consent of Arthur Andersen LLP, independent public accountants.*
23.2 Consent of Alan P. Shor, Senior Vice President and General
Counsel of the Company (included in Exhibit 5.1).*
24. Power of Attorney (included on the Signature Page of Part II
of this Registration Statement).
</TABLE>
- ---------------
* Filed herewith.
(1) Incorporated by reference to Exhibit 4.1 of the Company's quarterly
report on Form 10-Q for the quarterly period ended September 30, 1993.
<PAGE> 1
ZALE CORPORATION
OUTSIDE DIRECTORS' 1995 STOCK OPTION PLAN
1. PURPOSE
The purpose of this Zale Corporation Outside Directors' 1995 Stock
Option Plan (the "Plan") is to provide an incentive to those directors of Zale
Corporation (the "Company") who are not employees of the Company to serve on
the board of directors of the Company (the "Board") and to maintain and enhance
the Company's long-term performance.
2. ADMINISTRATION
The terms of the stock options to be awarded under the Plan are set
forth herein and may not be varied other than by amendment of the Plan in
accordance with Section 9. To the extent that any administrative action is
required in connection with the Plan, such action shall be taken by the Board,
whose determination in such case shall be conclusive.
3. SHARES AVAILABLE FOR AWARDS
(a) Shares of common stock of the Company ("Common Stock")
transferred upon the exercise of options granted under the Plan shall be
authorized but unissued shares or treasury shares. Subject to Section 3(b), the
aggregate number of shares of Common Stock which may be transferred pursuant to
the Plan shall be 150,000 shares. For purposes of this Section 3(a), the number
of shares transferred upon exercise of an option shall be calculated after
deducting any shares tendered to the Company in payment upon such exercise. Any
shares of Common Stock that are subject to a stock option under the Plan and
that have not been transferred at the time such option is cancelled or
terminated shall again be available for awards under the Plan.
(b) In the event of any change in the Common Stock by reason of a
stock dividend or distribution, stock split-up, recapitalization, combination
or exchange of shares, or by reason of any merger, consolidation, spinoff or
other corporate reorganization in which the Company is the surviving
corporation, the Board shall equitably adjust the total number of shares of
Common Stock that may be transferred under the Plan, the number of shares
subject to each stock option then outstanding or subsequently granted under
the Plan, and the exercise price of each such option. After any such
adjustment, the number of shares subject to each option shall be rounded to the
nearest whole number.
4. PERSONS ELIGIBLE FOR STOCK OPTIONS
Stock options shall be granted under the Plan only to persons who are
members of the Board and who are not employees of the Company or any subsidiary
thereof ("Eligible Directors").
<PAGE> 2
5. GRANT OF STOCK OPTIONS
(a) Every option granted under the Plan shall be subject to the
terms and conditions set forth in the Plan and shall be evidenced by an option
agreement which shall not be inconsistent with the provisions of the Plan.
(b) As of May 16, 1995, each person who is then an Eligible
Director shall be granted an option to purchase 5,000 shares of Common Stock.
Upon the initial election to the Board, after May 16, 1995, of any person who
satisfies the definition of Eligible Director, such person shall be granted an
option to purchase 5,000 shares of Common Stock.
(c) As of the date of the first meeting of the Board following
each annual meeting of shareholders, each person who is an Eligible Director at
the adjournment of such meeting of the Board (other than an Eligible Director
who is initially elected at such annual meeting or such meeting of the Board)
shall be granted an option to purchase 3,000 shares of Common Stock.
6. TERMS OF STOCK OPTIONS
(a) The exercise price per share of Common Stock under each option
shall be equal to the fair market value per share of Common Stock on the date
of option grant as defined in section 2(1) of the Company's Omnibus Stock
Incentive Plan (the "Omnibus Plan").
(b) Each option granted under the Plan shall have a term of 10
years. Subject to the requirement of shareholder approval set forth in Section
11, each option granted under the Plan shall become cumulatively exercisable
as to 25 percent of the shares subject thereto on each of the first, second,
third and fourth anniversaries of the date of grant. An option may be exercised
from time to time for all or part of the shares as to which it is then
exercisable.
(c) Upon the occurrence of a change in control as defined in
section 2(d) of the Zale Corporation Omnibus Stock Incentive Plan, each
outstanding option shall become fully and immediately exercisable and shall
remain exercisable until its expiration, termination or cancellation pursuant
to the terms of this Plan.
7. EXERCISE OF OPTIONS
(a) An option shall be exercised by the filing of a written notice
with the Company, on such form and in such manner as the Company shall
prescribe, accompanied by payment for the shares being purchased. Such payment
shall be made: (i) in cash, by certified or official bank check (or the
equivalent thereof acceptable to the Company) for the full option exercise
price; or (ii) by delivery of shares of Common Stock acquired prior to the
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<PAGE> 3
option exercise date and having a fair market value as of the exercise date
equal to all or part of the option exercise price and cash or a certified or
official bank check (or the equivalent thereof acceptable to the Company) for
any remaining portion of the full option exercise price.
(b) Promptly after receiving payment of the full option exercise
price, the Company shall deliver to the Eligible Director, or to such other
person as may then have the right to exercise the option, a certificate for the
shares of Common Stock for which the option has been exercised. The holder of a
stock option shall have none of the rights of a shareholder with respect to the
shares subject to the option until such shares shall be transferred to the
holder upon the exercise of the option.
(c) To the extent necessary for compliance with Rule 16b-3
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), no
option granted under the Plan shall be assignable or transferable. No
assignment or transfer may be made without consent of the Board.
8. TERMINATION OF DIRECTORSHIP
(a) If an optionee's membership on the Board terminates for any
reason other than death or for cause, he may exercise any outstanding option to
the extent that he was entitled to exercise it on the date of termination.
Exercise must occur within three months after termination, but in no event may
any exercise occur after the expiration date of the option.
(b) If an optionee dies while serving on the Board, or during the
period in which an option is exercisable pursuant to paragraph (b) of this
Section 8, any outstanding option shall be exercisable to the extent that the
optionee was entitled to exercise it on the date of death. Exercise must occur
by the earlier of the first anniversary of death or the expiration date of the
option. Such exercise shall be made only by the optionee's executor or
administrator, unless his will specifically disposes of the option, in which
case exercise shall be made only by the recipient of such specific
disposition.
(c) Except as provided in paragraph (a) or (b) of this Section 8,
any unexercised option held by a person who is no longer a member of the Board
shall be null and void.
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<PAGE> 4
9. AMENDMENT OF THE PLAN
The Board may, at any time, suspend or terminate the Plan or revise or
amend it in any respect whatsoever; provided, however, that Sections 4, 5 and 6
may not be amended more than once every six months except as may be necessary
to comply with changes in the Internal Revenue Code, or as permitted under
rules promulgated under Section 16 of the Exchange Act; and further provided,
that no amendment shall be effective unless and until it has been duly approved
by the shareholders if the failure to obtain such approval would adversely
affect the compliance of the Plan with the requirements of Rule 16b-3 under the
Exchange Act, or with the requirements of any other applicable law, rule or
regulation.
10. SECURITIES MATTERS
The Company shall be under no obligation to effect the registration
pursuant to the Securities Act of 1933 of any shares of Common Stock to be
issued hereunder or to effect similar compliance under any state laws.
Notwithstanding anything herein to the contrary, the Company shall not be
obligated to cause to be issued or delivered any certificates evidencing shares
of Common Stock pursuant to the Plan unless and until the Company is advised by
its counsel that the issuance and delivery of such certificates is in
compliance with all applicable laws, regulations of governmental authority and
the requirements of the National Association of Securities Dealers Automated
Quotation System and any other securities exchange on which shares of Common
Stock are traded. the Board may require, as a condition of the issuance and
delivery of certificates evidencing shares of Common Stock pursuant to the
terms hereof, that the recipient of such shares make such covenants, agreements
and representations, and that such certificates bear such legends, as the
Board, in its sole discretion, deems necessary or desirable.
11. EFFECTIVE DATE AND TERM OF PLAN
(a) The Plan and any amendment thereto shall become effective upon
adoption by the Board; provided, that no option granted under the Plan may be
exercised prior to the date on which the shareholders of the Company approve
the Plan or applicable amendment by majority vote. If such approval is not
obtained within twelve (12) months following adoption of the Plan by the Board,
the Plan and any options granted under it shall be null and void.
(b) Unless terminated sooner by action of the Board, the Plan shall
terminate on the tenth anniversary of the date of its adoption. Options
outstanding upon Plan termination shall continue in effect in accordance with
their terms.
12. GOVERNING LAW
All rights and obligations under the Plan shall be construed and
interpreted in accordance with the laws of the State of Texas, without giving
effect to principles of conflict of laws.
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<PAGE> 5
3. SECTION HEADINGS
The Section headings herein are for purposes of convenience only and
are not intended to define or limit the contents of the Sections.
-5-
<PAGE> 1
March 1, 1996
Zale Corporation
901 West Walnut Hill Lane
Irving, Texas 75038
Ladies and Gentlemen:
I am the Senior Vice President, General Counsel and Secretary of Zale
Corporation, a Delaware corporation (the "Company"), and in such capacity I am
familiar with the Company's Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to up to an aggregate of 150,000 shares (the "Shares") of common stock,
par value $.01 per share, of the Company. The Shares are issuable upon
exercise of options granted or available to be granted under the Zale
Corporation Outside Directors' 1995 Stock Option Plan (the "Plan").
In so acting, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of the Restated Certificate of
Incorporation of the Company, as amended to date, the Plan, and such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Company, and have made such inquiries of such officers and representatives
as I have deemed relevant and necessary as a basis for the opinions hereafter
set forth.
In such examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals, the conformity
to original documents of documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to
all questions of fact material to this opinion that have not been independently
established, I have relied upon certificates or comparable documents of
officers and representatives of the Company.
<PAGE> 2
Based on the foregoing, and subject to the qualifications stated
herein, I am of the opinion that:
1. The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
2. The Shares to be issued pursuant to the Plan have been duly
authorized and, when issued and delivered against payment
therefor in accordance with the terms of the Plan and the
agreements governing the options to purchase the Shares, will
be validly issued, fully paid and nonassessable, and free of
preemptive rights.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware, and I express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. Those opinions may not be
used or relied upon by any other person nor may this letter or any copies
thereof be furnished to any third party, filed with a governmental agency,
quoted or cited or otherwise referred to without my prior written consent,
except that I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. Consent also is given to the reference to me under the
caption "Item 5. Interests of Named Experts and Counsel" in the Registration
Statement.
Very truly yours,
APS:lgm Alan P. Shor
Senior Vice President,
General Counsel and Secretary
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated September 12,
1995, incorporated by reference in Zale Corporation's Form 10-K for the year
ended July 31, 1995, and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
March 5, 1996
