As filed with the Securities and Exchange Commission on September 19, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
THE GAP, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 94-1697231
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Harrison Street, San Francisco, CA 94105
(Address of Principal Executive Offices)
The Gap, Inc. 1996 Stock Option and Award Plan
(Full Title of the Plan)
Anne B. Gust, Esq.
The Gap, Inc.
One Harrison Street
San Francisco, CA 94105
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(415) 291-2515
Copies to:
John E. Aguirre, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, CA 94111
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
securities to be registered maximum maximum fee*
be registered offering aggregate
price per offering
share* price*
Common Stock** 20,000,000 $31.8125 $636,250,000.00 $219,397.00
shares
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c), on the basis of $31.8125 the average of the high and low prices
of shares on the New York Stock Exchange on September 13, 1996.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) The Gap, Inc.'s (the "Company") latest annual report filed
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"); (ii) all other reports filed by the Company pursuant
to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Company's latest annual report; and (iii) the description
of the Company's common stock set forth in the Company's Registration
Statement on Form 8-B relating thereto, including any amendment or report
filed for the purpose of updating such description. All documents filed by
the Company after the date of this registration statement pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment (that indicates all securities offered have been
sold or deregisters all securities then remaining unsold), shall be deemed to
be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Company, as permitted in Section 102
of the General Corporation Law of the State of Delaware (the "GCL"), eliminates
the personal liability of a director to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability for (i) any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) paying a dividend
or approving a stock repurchase in violation of Delaware law, or (iv) any
transaction from which the director derived any improper personal benefit.
Under the Certificate of Incorporation, each director and officer of the
Company is entitled to indemnification, as a matter of contractual right, to
the fullest extent permitted by the GCL as the same exists or may hereafter
be amended, against all expenses, liability and loss incurred in connection
with any action, suit or proceeding in which he or she may be involved by
reason of the fact that he or she is or was a director or officer of the
Company. Section 145 of the GCL empowers a corporation to indemnify any
director or officer, or former director or officer against expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding (other than a
derivative action) by reason of the fact that he or she is or was a director
or officer or is or was serving at the request of the corporation as an agent
of another entity, if he or she acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action, had no reasonable cause
to believe his conduct was unlawful. In regard to a derivative action,
indemnification may not be made in respect of any matter as to which an
officer or director is adjudged to be liable unless the Delaware Court of
Chancery, or the court in which such action was brought, shall determine
such person is fairly and reasonably entitled to indemnity.
The Company carries insurance policies in standard form indemnifying its
directors and officers against liabilities arising from certain acts
performed by them in their respective capacities as such. The policies also
provide for reimbursement of the Company for any sums it may be required or
permitted to pay pursuant to applicable law to its directors and officers by
way of indemnification against liabilities incurred by them in their
capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 The Gap, Inc. 1996 Stock Option and Award Plan (incorporated by
reference to Exhibit A to the registrant's Proxy statement for its May 21,
1996 annual meeting of stockholders, Commission File No. 1-7562).
4.2 Certificate of Incorporation of The Gap, Inc. (incorporated by reference to
Exhibit 3.1 to the registrant's Annual Report on Form 10-K for the year ended
January 30, 1993, Commission File No. 1-7562).
4.3 By-Laws of The Gap, Inc. (incorporated by reference to Exhibit C to the
registrant's Proxy Statement for its May 24, 1988 annual meeting of
stockholders, Commission File No. 1-7562).
4.4 Amended Article IV of Registrant's By-Laws, (incorporated by reference
to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8,
Registration No. 333-00417, Commission File No. 1-7562.)
4.5 Form of Non-Qualified Stock Option Agreement for employees under
Registrant's 1996 Stock Option and Award Plan (incorporated by reference to
Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the
period ended May 4, 1996, Commission File No. 1-7562).
4.6 Form of Non-Qualified Stock Option Agreement for non-employee directors
under Registrant's 1996 Stock Option and Award Plan (incorporated by
reference to Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q
for the period ended May 4, 1996, Commission File No. 1-7562).
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe is contained in Exhibit 5.1 to
this Registration Statement.
24.1 Power of Attorney of Directors.
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;
(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)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933 each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 Act
and will be governed by the final adjudication of such issue.
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 San Francisco, State of California on the 27th
day of August, 1996.
THE GAP, INC.
(Registrant)
/s/Millard S. Drexler
Millard S. Drexler
President and Chief Executive 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
dated indicated.
Signature
Title
Date
Principal Executive Officer:
/s/Millard S. Drexler
Millard S. Drexler
President and Chief
Executive Officer
August 27, 1996
Principal Financial and Principal
Accounting Officer:
/s/Warren R. Hashagen
Warren R. Hashagen
Senior Vice
President and Chief
Financial Officer
August 27, 1996
Directors:
/s/Adrian D. P. Bellamy
Adrian D. P. Bellamy Director August 27, 1996
/s/John G. Bowes
John G. Bowes Director August 27, 1996
/s/Millard S. Drexler
Millard S. Drexler Director August 27, 1996
/s/Donald G. Fisher
Donald G. Fisher Director August 27, 1996
Doris F. Fisher Director
/s/Robert J. Fisher
Robert J. Fisher Director August 27, 1996
/s/Lucie J. Fjeldstad
Lucie J. Fjeldstad Director August 27, 1996
/s/William A. Hasler
William A. Hasler Director August 27, 1996
John M. Lillie Director
/s/Charles R. Schwab
Charles R. Schwab Director August 27, 1996
/s/Books Walker, Jr.
Brooks Walker, Jr. Director August 27, 1996
*By: /s/Anne B. Gust
Anne B. Gust
Attorney-in-Fact
A majority of the members of the Board of Directors.
EXHIBIT INDEX
4.1 The Gap, Inc. 1996 Stock Option and Award Plan (incorporated by reference
to Exhibit A to the registrant's Proxy statement for its May 21, 1996
annual meeting of stockholders, Commission File No. 1-7562).
4.2 Certificate of Incorporation of The Gap, Inc. (incorporated by reference
to Exhibit 3.1 to the registrant's Annual Report on Form 10-K for the year
ended January 30, 1993, Commission File No. 1-7562).
4.3 By-Laws of The Gap, Inc. (incorporated by reference to Exhibit C to the
registrant's Proxy Statement for its May 24, 1988 annual meeting of
stockholders, Commission File No. 1-7562).
4.4 Amended Article IV of Registrant's By-Laws, (incorporated by reference
to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8,
Registration No. 333-00417, Commission File No. 1-7562.)
4.5 Form of Nonqualified Stock Option Agreement for employees under the 1996
Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to
the registrant's Form 10-Q for the year period ended May 4, 1996,
Commission File No. 1-7562).
4.6 Form of Nonqualified Stock Option Agreement for non-employee directors
under the 1996 Stock Option and Award Plan (incorporated by reference to
Exhibit 10.2 to the registrant's Form 10-Q for the year period ended May 4,
1996, Commission File No. 1-7562).
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe is contained in Exhibit 5.1 to
this Registration Statement.
24.1 Power of Attorney of Directors.
August 27, 1996
The Gap, Inc.
One Harrison Street
San Francisco, CA 94105
Re: The Gap, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed issuance pursuant to The Gap, Inc. 1996 Stock Option and Award Plan
(the "Plan"), of up to 20,000,000 shares of common stock, $0.05 par value
("Common Stock"), of The Gap, Inc., a Delaware corporation (the "Company").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed.
In such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity
to the originals of all documents submitted to us as copies; and (c) the
truth, accuracy, and completeness of the information, representations, and
warranties contained in the records, documents, instruments, and certificates
we have reviewed.
Based on such examination, we are of the opinion that the 20,000,000
shares of Common Stock to be issued by the Company pursuant to the Plan are
validly authorized shares of Common Stock, and, when issued in accordance
with the provisions of the Plan, will be legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of our name wherever it
appears in the Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part
of the Registration Statement, including this opinion, as an exhibit or
otherwise.
Very truly yours,
ORRICK, HERRINGTON & SUTCLIFFE
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Gap, Inc. on From S-8 of our report dated February 29, 1996 (except for
Note A paragraph two, and Note G paragraph seven, as to which the date is
April 10, 1996) incorporated by reference in the Annual report on Form 10-K
of The Gap, Inc. for the year ended February 3, 1996.
/s/ Deloitte & Touche LLP
San Francisco, California
September 13, 1996
KNOW BY ALL PERSONS BY THESE PRESENTS:
Each of the undersigned hereby constitutes and appoints Donald G. Fisher,
and Anne B. Gust, and each of them with power to act alone, his or her true
and lawful attorney-in-fact and agent, 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 a Registration Statement on Form S-8 relating
to 20,000,000 shares of common stock issuable under The Gap, Inc. 1996 Stock
Option and Award Plan, and any and all amendments of such Registration
Statements, including post-effective amendments, and to file the same,
together with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such attorney-in-
fact full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises hereof, as fully
to all intents and purposes as he or she might do or could do in person,
thereby ratifying and confirming all that said attorney-in-fact or his or her
substitutes may lawfully do or cause to be done by virtue hereof.
/s/Adrian D. P. Bellamy Date: August 27, 1996
Adrian D. P. Bellamy
/s/John G. Bowes Date: August 27, 1996
John G. Bowes
/s/Millard S. Drexler Date: August 27, 1996
Millard S. Drexler
/s/Donald G. Fisher Date: August 27, 1996
Donald G. Fisher
Date:
Doris F. Fisher
/s/Robert J. Fisher Date: August 27, 1996
Robert J. Fisher
/s/Lucie J. Fjeldstad Date: August 27, 1996
Lucie J. Fjeldstad
/s/William A. Hasler Date: August 27, 1996
William A. Hasler
Date:
John M. Lillie
/s/Charles R. Schwab Date: August 27, 1996
Charles R. Schwab
/s/Brooks Walker, Jr. Date: August 27, 1996
Brooks Walker, Jr.
