<TABLE>
<CAPTION>
As filed with the Securities and Exchange Commission on August 9, 1996
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. OUTSIDE DIRECTORS'
1991 STOCK OWNERSHIP PLAN
(Full title of the plan)
Roberta Schuhalter Karp, Esq.
Vice President - Corporate Affairs 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
Proposed
Proposed Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock (par
value $1.00 per 358,309
share) shares(a) $32.4375(b) $11,622,648(b) $4,008
</TABLE>
Approximate Date of Proposed Sales: From time to time after effective
date of this Registration Statement.
(a) In accordance with 17. CFR 230.457(h), represents maximum number of shares
currently issuable under the Plan covered by this Registration Statement.
(b) Estimated, in accordance with 17 CFR 230.457(c), solely for the purpose of
calculating the registration fee. The Proposed Maximum Offering Price Per
Share represents the average of the high and low price of the Common Stock
as reported by the New York Stock Exchange as of August 6, 1996, which is
within five (5) business days prior to the date of this registration
statement.
Exhibit Index is located at page 8 of this document.
Total pages: 10 .
<PAGE>
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement, except to the extent that any statement or information
contained therein is modified, superseded or replaced by a statement or
information contained in any subsequently filed document incorporated herein by
reference.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 30, 1995.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1996.
(c) The description of securities to be registered contained in the
Registration Statement filed pursuant to Section 12 of the Securities
and Exchange Act of 1934, as amended (the "1934 Act"), relating to the
Registrant's Common Stock and preferred stock purchase rights,
including any amendments or reports filed for the purposes of updating
such description.
(d) All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment to the Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters
all such securities remaining unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the securities offered hereby has been passed upon for
the Company by Roberta Schuhalter Karp, Esq., Vice President - Corporate Affairs
and General Counsel of the Company. At July 31, 1996, Ms. Karp had a beneficial
interest in an aggregate of approximately 18,575 shares of Common Stock of the
Company.
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Certificate of Incorporation, the General
Corporation Law of the State of Delaware (the "DGCL") and various other
agreements provide for extensive indemnification for expenses, fines and
judgments incurred by a director or officer in connection with various civil or
criminal actions, including certain securities actions, provided the director or
officer acted in good faith in a manner which he reasonably believed to be in or
not opposed to the best interest of the Registrant and, with respect to any
criminal action, such director or officer did not have reasonable cause to
believe his conduct was unlawful.
Section 102(b)(7) of the DGCL enables a corporation in its original
certificate or an amendment thereto to eliminate or limit the personal liability
of a director for violations of the director's fiduciary duty,
-2-
<PAGE>
except (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions), or (iv) for any
transaction from which a director derived an improper personal benefit. The
Registrant's Restated Certificate of Incorporation contains provisions permitted
by Section 102(b)(7) of the DGCL.
Section 145 of the DGCL provides that a corporation may indemnify any
persons, including officers and directors, who are, completed legal action, suit
or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation), by reason of the fact
that such person was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests and, for
criminal proceedings, had no reasonable cause to believe that his conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.
Article TENTH of the Registrant's Restated Certificate of Incorporation
provides as follows:
"TENTH: The Corporation shall, to the fullest extent to which it is
empowered to do so by the General Corporation Law of Delaware or any other
applicable laws as may from time to time be in effect, indemnify any person who
was or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding. Expenses incurred in defending
a civil or criminal action, suit or proceeding shall be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent who may be entitled to such indemnification, to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
Corporation. The Corporation's obligation to indemnify and to prepay expenses
under this Article TENTH shall arise, and all rights granted to directors,
officers, employees or agent hereunder shall vest, at the time of the
-3-
<PAGE>
occurrence of the transaction or event to which such action, suit or proceeding
relates, or at the time that the action or conduct to which such action, suit or
proceeding relates was first taken or engaged in (or omitted to be taken or
engaged in), regardless of when such action, suit or proceeding is first
threatened, commenced or completed. Notwithstanding any other provision of the
certificate of incorporation or the by-laws of the Corporation, no action taken
by the Corporation, either by amendment of this certificate of incorporation,
the by-laws of the Corporation or otherwise, shall diminish or adversely affect
any rights to indemnification or prepayment of expenses granted under this
Article TENTH which shall have become vested as aforesaid prior to the date that
such amendment or other corporate action is taken."
The Registrant maintains certain Directors' and Officers' Liability and
Corporation Reimbursement Insurance covering the officers and directors of the
Registrant to the extent permitted by the Restated Certificate of Incorporation
of the Registrant and the laws of the State of Delaware.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4(a) Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference from
Exhibit 3(a) to the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 26,
1993).
4(b) By-laws of the Registrant, as amended (incorporated
herein by reference from Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 26, 1992 (the "1992 Annual
Report").
4(c) Specimen certificate for the Registrant's Common
Stock, par value $1.00 per share (incorporated herein
by reference from Exhibit 4(a) to the 1992 Annual
Report).
4(d) Rights Agreement, dated December 7, 1988, as amended,
between the Registrant and First Chicago Trust
Company of New York, as Rights Agent (successor to
The Chase Manhattan Bank, N.A.) (incorporated herein
by reference from Exhibit 10(d) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1988).
4(e) Amendment to Rights Agreement, dated March 1990,
between the Registrant and First Chicago Trust
Company of New York, as Rights Agent (incorporated
herein by reference from Exhibit 4(d)(i) to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 30, 1989).
-4-
<PAGE>
4(f) Amendment to Rights Agreement, dated as of January
24, 1992, between the Registrant and First Chicago
Trust Company of New York, as Rights Agent
(incorporated herein by reference from Exhibit
4(b)(ii) to the Registrant's Annual Report on form
10-K for the fiscal year ended December 28, 1991).
5 Opinion of Counsel re Legality.
23(a) Consent of Independent Public Accountants.
23(b) Consent of Counsel (included in Exhibit 5).
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 "1933 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;
(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(l)(i) and a(l)(ii) above do
not apply if the information required to be included in
a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
1993 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 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act that is incorporated by reference in the
-5-
<PAGE>
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 1933
Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as
expressed in the 1933 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 1933 Act and will be
governed by the final adjudication of such issue.
-6-
<PAGE>
SIGNATURES
The Registrant. 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 9th day of
August, 1996.
LIZ CLAIBORNE, INC.
By: /s/ Samuel M. Miller
Samuel M. Miller
Senior Vice President-Finance, Chief
Financial Officer and 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 on August 9, 1996.
SIGNATURE TITLES(S)
/s/ Paul R. Charron Chairman, Chief Executive Officer, President, Principal
Paul R. Charron Executive Officer and Director
/s/ Lee Abraham Director
Lee Abraham
/s/ Eileen H. Bedell Director
Eileen H. Bedell
Director
Jerome A. Chazen
Director
Ann M. Fudge
/s/ J. James Gordon Director
J. James Gordon
/s/ Sherwin Kamin Director
Sherwin Kamin
Director
Kay Koplovitz
/s/ Paul E. Tierney, Jr. Director
Paul E. Tierney, Jr.
-7-
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
4(a) Restated Certificate of Incorporation of the
Registrant (incorporation herein by reference from
Exhibit 3(a) to the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 26,
1993).
4(b) By-laws of the Registrant, as amended (incorporated
herein by reference from Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 26, 1992 (the "1992
Annual Report").
4(c) Specimen certificate for the Registrant's Common
Stock, par value $1.00 per share (incorporated herein
by reference from Exhibit 4(a) to the 1992 Annual
Report).
4(d) Rights Agreement, dated December 7, 1988,
as amended, between the Registrant and
First Chicago Trust Company of New York,
as Rights Agent (successor to The Chase
Manhattan Bank, N.A.) (incorporated
herein by reference from Exhibit 10(d)
to the Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1988).
4(e) Amendment to Rights Agreement, dated
March 1990, between the Registrant
and First Chicago Trust Company of
New York, as Rights Agent (incorporated
herein by reference from Exhibit 4(d)(i)
to the Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 30, 1989).
4(f) Amendment to Rights Agreement, dated as
of January 24, 1992, between the
Registrant and First Chicago Trust Company
of New York, as Rights Agent (incorporated
herein by reference from Exhibit 4(b)(ii)
to the Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 28, 1991).
5 Opinion of Counsel re Legality.
23(a) Consent of Independent Public Accountants.
23(b) Consent of Counsel (included in Exhibit 5).
-8-
<PAGE>
Exhibit 5
August 9, 1996
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") relating to the issuance of shares of the
Company's Common Stock, par value $1.00 per share (the "Common Stock"), pursuant
to the Liz Claiborne, Inc. Outside Directors' 1991 Stock Ownership Plan, as
amended (the "Plan").
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 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 - Corporate Affairs and General Counsel and Assistant
Secretary of the Company. As of the date hereof, I had a beneficial interest in
an aggregate of approximately 18,575 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 - Corporate Affairs and General Counsel
-9-
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 19, 1996 included in Liz Claiborne, Inc.'s Form 10-K for the year ended
December 30, 1995 and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
New York, New York
August 5, 1996
-10-
