<PAGE>
As filed with the Securities and Exchange Commission on November 18, 1998
Registration No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ZALE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 75-0675400
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
901 WEST WALNUT HILL LANE
IRVING, TEXAS 75038-1003
(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
(Address of Agent for Service)
972-580-4000
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
<S> <C> <C> <C> <C>
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Title of securities Amount to be Proposed maximum offering Proposed maximum Amount of
to be registered registered (1) (2) price per share(3) aggregate offering price (3) registration fee (3)
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Common Stock, par value 3,000,000 shares $26 19/32 $78,282,000 $21,763
$.01 per share
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</TABLE>
(1) Pursuant to General Instruction E of Form S-8, this Registration Statement
covers the registration of 3,000,000 shares of Common Stock in addition to
shares previously registered under Registration Statements No. 33-87782 and
No. 333-20673.
(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 ($26 5/16) and low ($25 7/8) prices paid for a share of the
Company's Common Stock on November 13, 1998, 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 and Registration No. 333-20673 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
3,000,000 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 3,555,000 shares of the Common Stock reserved under the Plan has
previously been registered on Registration Statements on Form S-8
(Registration No. 33-87782, filed on December 23, 1994 (the "Original Form
S-8") and Registration No. 333-20673, filed on January 29, 1997 (the
"Subsequent Form S-8)). Pursuant to and as permitted by General Instruction
E to Form S-8, the contents of the Original Form S-8 and Subsequent Form S-8,
are hereby incorporated by reference herein, and the opinions and consents
listed at Item 8 below are annexed hereto.
ITEM 8. EXHIBITS
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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 reports
as incorporated by reference in this Registration Statement.
23.2 Consent of Troutman Sanders LLP (contained in its opinion
filed as Exhibit 5).
23.3 Powers of Attorney (contained on page II-2 hereof).
</TABLE>
II-1
<PAGE>
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
13th day of November, 1998.
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, Alan P. Shor, and Sue E. Gove
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, 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.
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.
SIGNATURE TITLE DATE
/s/ Robert J. DiNicola Chairman of the Board, Chief November 13, 1998
- ------------------------- Executive Officer, and Director
Robert J. DiNicola
/s/ Sue E. Gove Executive Vice President and Chief November 13, 1998
- ------------------------- Financial Officer (principal
Sue E. Gove financial officer of the registrant)
/s/ Mark R. Lenz Senior Vice President, November 13, 1998
- ------------------------- Controller (principal accounting
Mark R. Lenz officer of the registrant)
/s/ Glen Adams Director November 13, 1998
- -------------------------
Glen Adams
/s/ A. David Brown Director November 13, 1998
- -------------------------
A. David Brown
/s/ Peter P. Copses Director November 13, 1998
- -------------------------
Peter P. Copses
/s/ Andrea Jung Director November 13, 1998
- -------------------------
Andrea Jung
/s/ Richard C. Marcus Director November 13, 1998
- -------------------------
Richard C. Marcus
/s/ Charles H. Pistor, Jr. Director November 13, 1998
- -------------------------
Charles H. Pistor, Jr.
/s/ Andrew H. Tisch Director November 13, 1998
- -------------------------
Andrew H. Tisch
II-2
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EXHIBIT INDEX
<TABLE>
<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)
</TABLE>
II-3
<PAGE>
EXHIBIT 5
November 18, 1998
Zale Corporation
901 West Walnut Hill Lane
Irving, Texas 75038-1003
Ladies and Gentleman:
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 3,000,000 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 Sate 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
<PAGE>
EXHIBIT 23.1
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 August 31, 1998
included in Zale Corporation's Form 10-K for the year ended July 31, 1998,
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen
Arthur Andersen LLP
Dallas, Texas
November 18, 1998
