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As filed with the Securities and Exchange Commission on October 6, 2000
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 registrant as specified in its charter)
Delaware 94-1697231
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One Harrison Street, San Francisco, California 94105
(Address of principal executive offices) (Zip Code)
THE GAP, INC. UK EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Lauri M. Shanahan, Esq.
The Gap, Inc.
One Harrison Street, San Francisco, California 94105
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (415) 427-2000
Copy to:
John E. Aguirre, Esq.
Wilson Sonsini Goodrich & Rosati, PC
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share* Price* Registration Fee*
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<S> <C> <C> <C> <C>
Common Stock, $0.05 par value 1,000,000 shares $19.8438 $19,843,800 $5,238.76
==============================================================================================================================
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* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on
the basis of $19.8438 per share, the average of the high and low prices
per share of the Common Stock on the New York Stock Exchange on October 4,
2000.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of The Gap, Inc. (the "Company" or the
"Registrant") filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); (ii) all other reports
filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the annual report referred to in
clause (i) above; 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 Bylaws of the Company, 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 or
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she 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 or her 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. UK Employee Stock Purchase Plan.
4.2 Amended and Restated 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 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of The Gap, Inc. (incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the year ended January 29,
2000, Commission File No. 1-7562).
4.4 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).
4.5 Amended Article IV of the By-Laws of The Gap, Inc. (incorporated by
reference to Exhibit 4.4 to the Registrant's Registration Statement on Form
S-8, Commission File No. 333-00417).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
15.1 Letter Re: Unaudited Interim Financial Information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, is
included in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney of Directors.
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<PAGE>
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;
(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
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, as amended
(the "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 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
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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.
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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 4th day
of October, 2000.
THE GAP, INC.
(Registrant)
By /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
dates indicated.
Signature Title Date
Principal Executive Officer:
/s/ Millard S. Drexler President and Chief October 4, 2000
------------------------------- Executive Officer
Millard S. Drexler
Principal Financial and
Principal Accounting Officer:
/s/ Heidi Kunz Executive Vice President October 4, 2000
------------------------------- and Chief Financial Officer
Heidi Kunz
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Directors:
* Director October 4, 2000
------------------------------
Adrian D. P. Bellamy
* Director October 4, 2000
------------------------------
Evan S. Dobelle
* Director October 4, 2000
------------------------------
Millard S. Drexler
* Director October 4, 2000
------------------------------
Donald G. Fisher
* Director October 4, 2000
------------------------------
Doris F. Fisher
* Director October 4, 2000
------------------------------
Robert J. Fisher
* Director October 4, 2000
------------------------------
Glenda A. Hatchett
* Director October 4, 2000
------------------------------
Steven P. Jobs
* Director October 4, 2000
------------------------------
John M. Lillie
* Director October 4, 2000
------------------------------
Charles R. Schwab
* Director October 4, 2000
------------------------------
Brooks Walker, Jr.
* Director October 4, 2000
------------------------------
Sergio S. Zyman
*By /s/ Anne B. Gust
---------------------------
Anne B. Gust
Attorney-in-Fact
A majority of the members of the Board of Directors.
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<PAGE>
EXHIBIT INDEX
4.1 The Gap, Inc. UK Employee Stock Purchase Plan.
4.2 Amended and Restated 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 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of The Gap, Inc. (incorporated by reference to Exhibit 3.2
to the Registrant's Annual Report on Form 10-K for the year ended January
29, 2000, Commission File No. 1-7562).
4.4 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).
4.5 Amended Article IV of the By-Laws of The Gap, Inc. (incorporated by
reference to Exhibit 4.4 to the Registrant's Registration Statement on
Form S-8, Commission File No. 333-00417).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
15.1 Letter Re: Unaudited Interim Financial Information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, is
included in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney of Directors.
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