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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ZALE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 75-0675400
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
901 West Walnut Hill Lane
Irving, Texas 75038-1003
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(Address of Principal Executive Offices)
ZALE CORPORATION
OMNIBUS STOCK INCENTIVE PLAN
----------------------------
(Full Title of the Plan)
Alan P. Shor
901 West Walnut Hill Lane
Irving, Texas 75038-1003
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(Name and Address of Agent for Service)
972-580-4000
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(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
=========================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration fee
to be registered registered (1)(2) share (3) price (3) (3)
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<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per
share 500,000 shares $15 15/16 $7,968,750 $2,415
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(1) Pursuant to General Instruction E of Form S-8, this Registration
Statement covers the registration of 500,000 shares of Common Stock in addition
to shares previously registered under Registration Statement No. 33-87782.
(2) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate number of additional
shares which may be offered and issued to prevent dilution resulting from stock
dividends or similar transactions as provided in the Zale Corporation Omnibus
Stock Incentive Plan.
(3) Pursuant to Rule 457(h)(1), these figures are based upon the average
of the high ($16 1/8) and low ($15 3/4) prices paid for a share of the
Company's Common Stock on January 24, 1997, as reported by the New York Stock
Exchange, and are used solely for the purpose of calculating the registration
fee.
- -------------------------------------------------------------------------------
* As permitted by Rule 429 under the Securities Act of 1933, the
prospectus related to this Registration Statement also covers securities
registered under Registration No. 33 - 87782 on Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed to register 500,000
additional shares of Common Stock, par value $.01 per share (the "Common
Stock"), of Zale Corporation (the "Company") which have been reserved for
issuance under the Company's Omnibus Stock Incentive Plan (the "Plan"). A total
of 3,055,000 shares of the Common Stock reserved under the Plan have previously
been registered on a Registration Statement on Form S-8 (Registration No.
33-87782, filed on December 23, 1994) (the "Original Form S-8"). Pursuant to
and as permitted by General Instruction E to Form S-8, the contents of the
Original Form S-8 are hereby incorporated by reference herein, and the opinions
and consents listed at Item 8 below are annexed hereto.
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ITEM 8. EXHIBITS.
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Exhibit
Number Description
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<S> <C>
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Arthur Andersen LLP to the use of their report
as incorporated by reference in this Registration
Statement.
23.2 Consent of Troutman Sanders LLP (contained in its opinion
filed as Exhibit 5).
24 Powers of Attorney (contained on page II-2 hereof).
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II-1
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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 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, State of Texas, on this 28th day of January,
1997.
ZALE CORPORATION
By: /s/ Robert J. DiNicola
-------------------------
Robert J. DiNicola
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert J. DiNicola, Merrill J. Wertheimer and
Alan P. Shor, and each of them, 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 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 full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he or she might or would do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
II-2
<PAGE> 4
SIGNATURES
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 date indicated.
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<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Robert J. DiNicola Chairman of the Board, Chief January 28, 1997
- ---------------------- Executive Officer, and Director
Robert J. DiNicola
/s/ Merrill J. Wertheimer Executive Vice President - January 28, 1997
- ------------------------- Finance and Chief Financial
Merrill J. Wertheimer Officer (Principal Financial
Officer of the Registrant)
/s/ Mark R. Lenz Vice President - Controller January 28, 1997
- ---------------- (Principal Accounting Officer of
Mark R. Lenz the Registrant)
/s/ Glen Adams Director January 28, 1997
- --------------
Glen Adams
/s/ Andrea Jung Director January 28, 1997
- ---------------
Andrea Jung
Director January 28, 1997
- ---------------------
Richard C. Marcus
Director January 28, 1997
- -------------------
Andrew H. Tisch
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II-3
<PAGE> 5
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Arthur Andersen LLP to the use of their report as
incorporated by reference in this Registration Statement.
23.2 Consent of Troutman Sanders LLP (contained in its opinion filed as
Exhibit 5).
24 Powers of Attorney (contained on page II-2 hereof).
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II-4
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EXHIBIT 5
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January 28, 1997
Zale Corporation
901 West Walnut Hill Lane
Irving, Texas 75038-1003
Ladies and Gentlemen:
We have examined a copy of the registration statement on Form S-8 proposed
to be filed by Zale Corporation, a Delaware corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission"), relating to the
registration pursuant to the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), of 500,000 shares (the "Shares") of the
Company's Common Stock, par value $.01 per share, (the "Common Stock"),
reserved for issuance in connection with options to be granted under the Zale
Corporation Omnibus Stock Incentive Plan (the "Plan"). In rendering this
opinion, we have reviewed such documents and made such investigations as we
deemed appropriate.
We are of the opinion that, subject to compliance with the pertinent
provisions of the Securities Act and to compliance with such securities or
"Blue Sky" laws of any jurisdiction as may be applicable, when certificates
evidencing the Shares have been duly executed, countersigned, registered,
issued and delivered in accordance with the terms of the Plan and the
respective stock option agreements entered into, under and in accordance with
the Plan, the Shares will be duly and validly issued and outstanding, fully
paid and non-assessable Shares of Common Stock of the Company.
We are members of the Bar of the State of Georgia. In expressing the
opinions set forth above, we are not passing on the laws of any jurisdiction
other than the laws of the State of Georgia, the General Corporation Law of the
State of Delaware and the Federal law of the United States of America.
We hereby consent to the filing of this opinion or copies thereof as an
exhibit to the registration statement referred to above.
Very truly yours,
TROUTMAN SANDERS LLP
/s/ TROUTMAN SANDERS LLP
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated September 9, 1996,
incorporated by reference in Zale Corporation's Form 10-K for the year ended
July 31, 1996, and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen
Arthur Andersen LLP
Dallas, Texas
January 28, 1997
