As filed with the Securities and Exchange Commission on October 31, 1995
Reg. No. 33 - ______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
LIZ CLAIBORNE, INC.
(Exact name of issuer as specified in its charter)
Delaware 13-2842791
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1441 Broadway
New York, NY 10018
(Address of Principal Executive Offices)
LIZ CLAIBORNE, INC. 1992 STOCK INCENTIVE PLAN
(Full title of the plan)
Roberta Schuhalter Karp, Esq.
Vice President and General Counsel
Liz Claiborne, Inc.
One Claiborne Avenue
North Bergen, NJ 07047
(Name and address of agent for service)
Telephone number, including area code, of
agent for service: (201) 295-7830
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Registration
to be Registered Registered Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock (par
value $1.00 per 1,544,985
share) shares $26.3125(a) $40,652,418 $14,018.07
Approximate Date of Proposed Sales: From time to time after effective
date of this Registration Statement.
(a) Estimated, in accordance with 17 CFR 230.457(c) and (h), solely for the purpose of
calculating the registration fee. The Proposed Maximum Offering Price Per Share
is $26.3125 and is based upon the average of the high and low sale price of the
Common Stock as reported by the New York Stock Exchange as of October 24, 1995,
which is within five (5) business days prior to the date of this registration
statement.
Exhibit Index is located at page 4 of this document.
Total pages: 6
</TABLE>
Incorporation of Previously Filed Documents.
The Registration Statement relates to the Company's Registration
Statement on Form S-8, filed with the Securities and Exchange Commission
on December 1, 1993, as Registration Statement No. 33-51257 (the "1993
Registration Statement"), and the 1993 Registration Statement and all
documents incorporated therein and deemed incorporated therein are
incorporated herein by reference. This Registration Statement registers
an additional 1,544,985 shares of the Registrant's Common Stock available
to be issued under the Registrant's 1992 Stock Incentive Plan.
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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 New York, State
of New York, on this 31st day of October, 1995.
LIZ CLAIBORNE, INC.
By: /s/ Samuel M. Miller
Samuel M. Miller
Senior Vice President/Principal
Financial and Accounting Officer
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 dates indicated.
SIGNATURE TITLES(S) DATE
/s/ Jerome A. Chazen Chairman of the Board, October 31, 1995
Jerome A. Chazen Principal Executive
Officer and Director
/s/ Paul R. Charron President, Chief Executive October 31, 1995
Paul R. Charron Officer and Director
/s/ Lee Abraham Director October 31, 1995
Lee Abraham
Director October 31, 1995
Ann M. Fudge
/s/ J. James Gordon Director October 31, 1995
J. James Gordon
/s/ Sherwin Kamin Director October 31, 1995
Sherwin Kamin
/s/ Kay Koplovitz Director October 31, 1995
Kay Koplovitz
/s/ Louis Lowenstein Director October 31, 1995
Louis Lowenstein
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page No.
<S> <C> <C>
5 Opinion of Counsel re Legality. 5
23(a) Consent of Independent Public Accountants. 6
23(b) Consent of Counsel (included in Exhibit 5). 5
</TABLE>
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Exhibit 5
October 31, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Commissioners:
Reference is made to the Registration Statement on Form S-8 filed by Liz
Claiborne, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "SEC") on October 30, 1995 (the "Registration
Statement") relating to the issuance of additional shares of the Company's
Common Stock, par value $1.00 per share (the "Common Stock"), pursuant to the
Liz Claiborne, Inc. 1992 Stock Incentive Plan (the "Plan"). The Plan was
originally registered on a Registration Statement on Form S-8, filed with the
SEC as Registration Statement No. 33-51257.
I have reviewed copies of the Restated Certificate of Incorporation and By-
Laws of the Company and the Registration Statement, and I have reviewed such
other documents and records of the Company as I have deemed necessary as a
basis for the opinions hereinafter expressed. I have also examined and
relied upon representations, statements or certificates of public officials
and officers and representatives of the Company. Based on the foregoing, I
am of the opinion that the additional shares of Common Stock of the Company
to be issued pursuant to the Plan will be, when issued in compliance with
such Plan, legally issued, fully-paid and non-assessable.
I am Vice President, General Counsel and Assistant Secretary of the Company.
As of September 30, 1995, I had a beneficial interest in an aggregate of
approximately 18,600 shares of Common Stock.
I hereby consent to the use of this opinion as an Exhibit to the above-
mentioned Registration Statement. In giving this consent, I do not thereby
admit that I am within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the SEC thereunder. I am delivering this opinion to the
Company, and no person other than the Company may rely upon it.
Very truly yours,
/s/ Roberta Schuhalter Karp
Roberta Schuhalter Karp
Vice President and General Counsel
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Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
February 20, 1995 included in Liz Claiborne, Inc.'s Form 10-K for the year
ended December 31, 1994 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
New York, New York
October 31, 1995
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