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As filed with the Securities and Exchange Commission on March 20, 1998
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 - Corporate Affairs & General Counsel and Secretary
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>
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities Registered(1) Offering Price Aggregate Registration Fee
to be Registered Per Share Offering Price(2)
<S> <C> <C> <C> <C>
Common stock 2,107,959 shares $52.344 $110,339,005.80 $32,550,.00
(par value $1.00
per share)
</TABLE>
Approximate Date of Proposed Sales: From time to time after effective date of
this Registration Statement.
(1) 2,107,959 shares of the Common Stock of Liz Claiborne, Inc. (the
"Company") in the above-referenced plan are being registered in this
Registration Statement. An additional 4,044,985 shares of the Company's
common stock, also issuable under the above-referenced plan, were
previously registered in Registration Statement Nos. 33-63859 and
33-51257, for which registration fees were previously paid.
(2) Estimated, in accordance with 17 C.F.R. 230.457(h), solely for the
purpose of calculating the registration fee. The Proposed Maximum Offering
Price Per Share is $52.344 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 March 16, 1998, 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
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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 3,
1993, as Registration Statement No. 33-51257 (the "1993 Registration Statement")
and the Company's Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on October 31, 1995 as Registration Statement No.
33-63859 (the "1995 Registration Statement"). This Registration Statement, which
is filed pursuant to Instruction E of Form S-8, promulgated pursuant to the
Securities Act of 1933, as amended, includes the Registration Statement facing
page, this page, the signature page, an Exhibit Index, an Exhibit 5 Legal
Opinion and an accountant's consent. Pursuant to Instruction E, the 1993
Registration Statement and the 1995 Registration Statement, and all documents
incorporated therein and deemed incorporated therein, are incorporated herein by
reference.
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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 19th day of
March, 1998.
LIZ CLAIBORNE, INC.
By: /s/ Samuel M. Miller
Samuel M. Miller
Senior Vice President-Finance and
Chief Financial Officer/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/ Paul R. Charron Chairman of the Board, March 19, 1998
- ------------------------ Chief Executive Officer
Paul R. Charron and Director/Principal
Executive Officer
/s/ Lee Abraham Director March 19, 1998
- ------------------------
Lee Abraham
/s/ Bernard W. Aronson Director March 19, 1998
- ------------------------
Bernard W. Aronson
/s/ Eileen H. Bedell Director March 19, 1998
- ----------------------
Eileen H. Bedell
/s/ Ann M. Fudge Director March 19, 1998
- -----------------------
Ann M. Fudge
/s/ J. James Gordon Director March 19, 1998
- ------------------------
J. James Gordon
/s/ Kenneth P. Kopelman Director March 19, 1998
- ------------------------
Kenneth P. Kopelman
- ------------------------ Director March 19, 1998
Kay Koplovitz
/s/ Paul E. Tierney, Jr. Director March 19, 1998
- ------------------------
Paul E. Tierney, Jr.
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
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
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EXHIBIT 5
March 20, 1998
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 March 20, 1998 (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, as amended (the "Plan"). The Plan was originally
registered on a Registration Statement on Form S-8, filed with the S.E.C. on
December 3, 1993 as Registration Statement No. 33-51257. Additional shares
under the Plan were registered on a Registration Statement on Form S-8 filed
with the S.E.C. on October 31, 1995 as Registration Statement No. 33-63859.
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-Deputy General Counsel and Assistant Secretary of the
Company. As of March 15, 1998, I had a beneficial interest in an aggregate of
approximately 875 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 S.E.C.
thereunder. I am delivering this opinion to the Company, and no person other
than the Company may rely upon it.
Very truly yours,
/s/ Nicholas J. Rubino
Nicholas J. Rubino
Vice President - Deputy General Counsel
and Assistant Secretary
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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 14, 1997 included in Liz Claiborne, Inc.'s Form 10-K for the year ended
December 28, 1996 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
March 20, 1998
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