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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 1997
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
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CLAIRE'S STORES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 59-0940416
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3 S.W. 129TH AVENUE
PEMBROKE PINES, FLORIDA 33027
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
CLAIRE'S STORES, INC. 1996 STOCK OPTION PLAN
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(FULL TITLE OF THE PLAN)
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IRA D. KAPLAN
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
3 S.W. 129TH AVENUE
PEMBROKE PINES, FLORIDA 33027
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(954) 433-3900
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
Harold E. Berritt, Esq.
Andrew E. Balog, Esq.
Greenberg Traurig Hoffman
Lipoff Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C> <C>
COMMON STOCK, $.05 PAR VALUE 5,261,639 SHARES $18.94 $99,655,443 $29,399
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, on the basis of the average of the high and low sale price of the
Common Stock on December 5, 1997.
Page 1 of 8 Pages
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by Claire's
Stores, Inc. (the "Registrant") are hereby incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended February 1, 1997;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended May 3, 1997, August 2, 1997
and November 1, 1997, respectively;
(c) All other reports filed by the Registrant 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 document referred to
in (a) above;
(d) The Registrant's Proxy Statement dated April 25, 1997
relating to the 1997 Annual Meeting of Stockholders
held on June 16, 1997; and
(e) The description of the Registrant's Common Stock
contained in its Registration Statement on Form 8-A,
including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statements contained in this Registration Statement, or in a
document 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 which is deemed to be incorporated by reference herein 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.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, the
Registrant is empowered to indemnify its directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act. Article
Twelfth of the Registrant's Restated Certificate of Incorporation also provides
for mandatory indemnification of the Registrant's directors and officers to the
fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Registrant to provide broader
indemnification rights that such law permitted the Registrant to provide prior
to such amendment).
Article Twelfth of the Registrant's Restated Certificate of
Incorporation provides that a director of the Registrant shall not be personally
liable to the Registrant or to any of its stockholders for monetary damages for
a breach of fiduciary duty as a director, except for liability (i) for any
breach of a duty of loyalty, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
authorizing the payment of a dividend or approving a stock repurchase in
violation of Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which an improper personal benefit is derived. The provision
also provides that the personal liability of a director shall be further
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as may hereafter be amended. The provision does not affect a
director's responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws.
The Registrant maintains a policy of directors' and officers' liability
insurance that insures, subject to certain exclusions, the Registrant's
directors and officers against the cost of defense, settlement or payment of a
judgment in connection with a proceeding, whether actual or threatened, to which
any such person may be made a party by reason of the fact that such person is or
was a director or officer of the Registrant.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1 Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3(a)
in the Registrant's Annual Report on Form 10-K for
the fiscal year ended February 1, 1992, Commission
File No. 1-8899).
4.2 Amended By-Laws of the Registrant (incorporated by
reference to Exhibit 3(b) in the Registrant's Annual
Report on Form 10-K for the fiscal year ended January
28, 1995, Commission File No. 1-8899).
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Page 3 of 8 Pages
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4.3 1996 Stock Option Plan of the Registrant
(incorporated by reference to Appendix A in the
Registrant's Proxy Statement dated April 25, 1997
relating to the 1997 Annual Meeting of Stockholders
held on June 16, 1997, Commission File No. 1-8899).
5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen &
Quentel, P.A.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Greenberg Traurig Hoffman Lipoff Rosen &
Quentel, P.A. (included in Exhibit 5.1 hereof).
24.1 Power of Attorney (included in the signature page
hereof).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant 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, as amended (the "Securities Act);
(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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i)
and (a)(1)(ii) shall not apply if the information
required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of
the
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Exchange Act that are incorporated by reference in
the 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 undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to any
provision or arrangement whereby the Registrant may indemnify
any such directors, officers or controlling persons against
such liabilities, the Registrant 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 Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant 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
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question 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.
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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 Pembroke Pines, State of Florida, on the 11th day of
December, 1997.
CLAIRE'S STORES, INC.
By: /s/ IRA D. KAPLAN
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Ira D. Kaplan
Senior Vice President, Chief Financial
Officer and Treasurer
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
authorizes Ira D. Kaplan and Harold E. Berritt, and each of them individually
(the "Agent"), with full power of substitution and resubstitution, to file one
or more amendments (including post-effective amendments) to the Registration
Statement which amendments may make such changes in the Registration Statement
as such Agent deems appropriate, and the Registrant and each such person hereby
appoints each such Agent as attorney-in-fact to execute in the name and on
behalf of the Registrant and each such person, individually and in each capacity
stated below, any such amendments to the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ ROWLAND SCHAEFER Chairman, President and Chief December 11, 1997
- ---------------------------------------- Executive Officer
Rowland Schaefer
/s/ IRA D. KAPLAN Senior Vice President, December 11, 1997
- ---------------------------------------- Chief Financial Officer and Treasurer
Ira D. Kaplan (Principal Financial and Accounting Officer)
/s/ HAROLD E. BERRITT Director December 11, 1997
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Harold E. Berritt
/s/ FRED D. HIRT Director December 11, 1997
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Fred D. Hirt
/s/ BRUCE G. MILLER Director December 11, 1997
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Bruce G. Miller
/s/ SYLVIA SCHAEFER Director December 11, 1997
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Sylvia Schaefer
/s/ MARLA SCHAEFER Director December 11, 1997
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Marla Schaefer
</TABLE>
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EXHIBIT 5.1
December 11, 1997
Claire's Stores, Inc.
3 S.W. 129th Avenue
Pembroke Pines, Florida 33027
RE: OFFERING OF SHARES PURSUANT TO REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have acted as counsel to Claire's Stores, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") relating to the registration by the Company of
5,261,639 shares of the Company's Common Stock, $.05 par value per share (the
"Shares"), issuable from time to time upon the exercise of stock options granted
or to be granted under its 1996 Stock Option Plan (the "Plan").
In so acting, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of (a) the Restated Certificate of
Incorporation and Amended By-Laws of the Company as currently in effect, (b) the
Registration Statement, (c) the Plan, (d) certain resolutions adopted by the
Board of Directors of the Company, and (e) such other documents, records,
certificates and other instruments of the Company as in our judgment are
necessary or appropriate for purposes of this opinion.
Based on the foregoing, we are of the following opinion:
1. The Company is a corporation duly incorporated and validly existing
in good standing under the laws of the State of Delaware.
2. The Shares issuable under the Plan have been duly authorized by the
Company and, when issued upon exercise of and in accordance with the terms of
the stock options outstanding or to be granted under the Plan, will be duly and
validly issued and will be fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act, or the rules or regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
GREENBERG TRAURIG HOFFMAN LIPOFF
ROSEN & QUENTEL, P.A.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
Board of Directors
Claire's Stores, Inc.
We consent to the incorporation by reference in the Registration Statement of
Claire's Stores, Inc., on Form S-8 of our report, dated March 31, 1997, relating
to the consolidated balance sheets of Claire's Stores, Inc. and subsidiaries as
of February 1, 1997 and February 3, 1996, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three year period ended February 1, 1997, which report appears
in the February 1, 1997 Annual Report on Form 10-K of Claire's Stores, Inc.
KPMG Peat Marwick LLP
Fort Lauderdale, Florida
December 11, 1997
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