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As filed with the Securities and Exchange Commission on January 17, 2001
Registration No. 333- _____
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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)
DELAWARE 75-0675400
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 WEST WALNUT HILL LANE
IRVING, TEXAS 75038-1003
(Address of principal executive offices) (Zip Code)
ZALE CORPORATION OMNIBUS STOCK INCENTIVE PLAN
(Full title of the plan)
SUSAN S. LANIGAN
901 WEST WALNUT HILL LANE
IRVING, TEXAS 75038-1003
(972) 580-4000
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of each class of Amount to be Proposed maximum Proposed Amount of
securities to be registered registered(1)(2) offering price per maximum aggregate registration fee
share (3) offering price (3)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 1,850,000 shares $30.50 $56,425,000 $14,107
per share
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</TABLE>
(1) Pursuant to General Instruction E of Form S-8, this Registration
Statement covers the registration of 1,850,000 shares of Common Stock
in addition to shares previously registered under Registration
Statements No. 33-87782, No. 333-20673 and No. 333-67527.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate number of
additional shares that may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions as
provided in the Zale Corporation Omnibus Stock Incentive Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
in accordance with Rule 457(h)(1) under the Securities Act, on the
basis of the average of the high and low sales prices of $29.25 and
$31.75 per share for the Common Stock as reported on the New York Stock
Exchange on January 12, 2001.
As permitted by Rule 429 under the Securities Act of 1933, the prospectus
related to this Registration Statement also covers securities registered under
Registration Statements No. 33-87782, No. 333-20673 and No. 333-67527 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
1,850,000 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 Zale Corporation Omnibus Stock Incentive Plan (the
"Plan"). A total of 6,555,000 shares of the Common Stock reserved under the Plan
have previously been registered on Registration Statements on Form S-8
(Registration No. 33-87782, filed on December 23, 1994, Registration No.
333-20673, filed on January 29, 1997, and Registration No. 333-67527, filed on
November 18, 1998)( together, the "Plan Registration Statements"). Pursuant to
and as permitted by General Instruction E to Form S-8, the contents of the Plan
Registration Statements are hereby incorporated by reference herein, and the
opinions and consents listed at Item 8 below are annexed hereto.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5 Opinion of Troutman Sanders LLP
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Troutman Sanders LLP (contained
in its Opinion filed as Exhibit 5).
24 Powers of Attorney (contained on the
signature page).
</TABLE>
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 12th day of
January, 2001.
ZALE CORPORATION
By: /s/ Alan P. Shor
-----------------------------------
Alan P. Shor
President and Chief Operating
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Beryl B. Raff, Alan P. Shor and Sue E.
Gove, and each of them (with full power in each to act alone), 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, hereby
ratifying and confirming all that said attorneys-in-fact, 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 indicated below on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Beryl B. Raff Chairman of the Board and Chief January 12, 2001
--------------------------------- Executive Officer (Principal
Beryl B. Raff Executive Officer of the Registrant)
/s/ Alan P. Shor President and Chief Operating January 12, 2001
--------------------------------- Officer, Director
Alan P. Shor
/s/ Sue E. Gove Executive Vice President and Chief January 12, 2001
--------------------------------- Financial Officer (Principal
Sue E. Gove Financial Officer of the Registrant)
/s/ Mark R. Lenz Senior Vice President, Controller January 12, 2001
--------------------------------- (Principal Accounting Officer of the
Mark R. Lenz Registrant)
</TABLE>
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<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ Glen Adams Director January 11, 2001
---------------------------------
Glen Adams
/s/ A. David Brown Director January 11, 2001
---------------------------------
A. David Brown
/s/ Peter P. Copses Director January 12, 2001
---------------------------------
Peter P. Copses
Director
---------------------------------
Robert J. DiNicola
Director
---------------------------------
Richard C. Marcus
/s/ Charles H. Pistor, Jr. Director January 11, 2001
---------------------------------
Charles H. Pistor, Jr.
/s/ Andrew H. Tisch Director January 12, 2001
---------------------------------
Andrew H. Tisch
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Troutman Sanders LLP (contained in its opinion
filed as Exhibit 5).
24 Powers of Attorney (contained on the signature page hereof).
</TABLE>
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