As filed with the Securities and Exchange Commission on December 17, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE DRESS BARN, INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-0812960
- ------------------------ ------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
30 Dunnigan Drive, Suffern, New York 10901
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(Address of Principal Executive Offices) (Zip Code)
THE DRESS BARN, INC.
1995 STOCK OPTION PLAN
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(Full title of the plan)
Mr. Elliot S. Jaffe
The Dress Barn, Inc.
30 Dunnigan Drive, Suffern, New York 10901
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(Name and address of agent for service)
(914) 369-4500
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(Telephone number, including area code, of agent for service)
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<PAGE>
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered registered(1) per share (2) price (2) fee
<S> <C> <C> <C> <C>
Common Stock, 2,000,000
par value $.05 shares $14.6875 $29,375,000 $8,901.52
</TABLE>
===============================================================================
(1)Represents the maximum number of additional shares of Common Stock that may
be acquired under The Dress Barn, Inc. 1995 Stock Option Plan. Pursuant to
Rule 416 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also registers such additional
shares of Common Stock as may be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2)Computed pursuant to Rule 457(h) promulgated under the Securities Act and is
the product of multiplying the 2,000,000 shares as to which options may be
granted in the future by $14.6875, the average of the high and low prices of
shares of Common Stock reported on the NASDAQ National Market System on
December 12, 1996. The price stated is estimated solely for the purpose of
calculating the Registration Fee.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The Section 10(a) prospectus for The Dress Barn, Inc. 1995 Stock Option
Plan is not being filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (d) below are hereby incorporated by
reference in this Registration Statement:
(b) Quarterly Report on Form 10-Q of The Dress Barn, Inc. for the quarter
ended October 26, 1996;
(c) The description of the registrant's Common Stock contained in the
registrant's Registration Statement on Form 8-A (Registration No. 0-11736)
including any amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all shares of Common Stock offered hereby have been sold or which
deregisters all shares of Common Stock offered hereby 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters relating to the issuance of the shares of Common
Stock offered hereby have been passed upon by Proskauer Rose Goetz & Mendelsohn
LLP, 1585 Broadway, New York, New York 10036-8299. Klaus Eppler, a member of
Proskauer Rose Goetz & Mendelsohn LLP, is a director of the registrant.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The registrant's amended and restated Certificate of Incorporation (the
"Charter") provides that the registrant shall indemnify, to the fullest extent
permitted by Section 33-320a of the Connecticut Stock Corporation Act (the
"Connecticut Act"), any director, officer or shareholder of the registrant. Such
Section generally provides that, subject to certain exceptions and conditions, a
Connecticut corporation shall indemnify its directors, officers and shareholders
against liability with respect to certain specified actions, suits or
proceedings, if such persons are successful on the merits in defending such
actions, suits or proceedings, or acted in good faith and in a manner they
reasonably believed to be in the best interest of the corporation, or if a court
determines such persons are fairly and reasonably entitled to be indemnified.
The Charter also provides, as permitted by Section 33-290(c) of the
Connecticut Act, that no person who is or was a director of the registrant shall
be personally liable to the registrant or its shareholders for monetary damages
for breach of duty as a director in an amount that exceeds the compensation
received by the director for serving the registrant during the year of the
violation, subject to certain exceptions.
The registrant also maintains directors' and officers' liability insurance
insuring, with certain exceptions and conditions, the registrant's directors and
officers in their capacity as such against liability with respect to certain
specified proceedings.
The Connecticut legislature has enacted the Connecticut Business
Corporation Act (the "CBCA"). The CBCA becomes effective on January 1, 1997 and
will replace the Connecticut Stock Corporation Act. Under the new CBCA, the
extent to which indemnification is permitted will be similar to existing law,
although it allows broader indemnification for non-director officers to an
extent consistent with public policy. Indemnification is no longer mandatory
(except in certain narrow circumstances). Instead, the CBCA sets the limit of
indemnification allowed under certain circumstances, and prescribes the
procedure under which corporations are to make determinations as to
indemnification. Corporations in existence before January 1, 1997, such as the
registrant, are subject to a grandfather clause under which they still have to
provide the maximum indemnification allowable under the CBCA, unless amendments
to their charters provide otherwise. The CBCA also authorizes corporations to
provide insurance coverage even against liability for which indemnification is
not allowed.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3
<PAGE>
ITEM 8. EXHIBITS.
Exhibit
Number Description
4.1 Amended and Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3(c) to the registrant's
Registration Statement on Form S-1,Registration No. 2-82916)
4.2 Amended and Restated By-Laws, as amended (incorporated by reference to
Exhibit 3(e) to the registrant's Registration Statement on From S-1,
Registration No. 2-82916)
4.3 Amendments to Amended and Restated Certificate of Incorporation
(incorporated by reference to the registrant's Annual Report on
Form 10-K for the fiscal year ended July 30, 1988)
4.4 Amendments to Amended and Restated By-Laws (incorporated by
reference to the registrant's Annual Report on Form 10-K for the
fiscal year ended July 30, 1988)
4.5 Amendments to Amended and Restated By-Laws (incorporated by
reference to the registrant's Annual Report on Form 10-K for the
fiscal year ended July 28, 1990)
5.1 Opinion of Proskauer Rose Goetz & Mendelsohn LLP
23.1 Consent of Proskauer Rose Goetz & Mendelsohn LLP -
included in Exhibit 5.1
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney - included on signature page
ITEM 9. UNDERTAKINGS.
Post-effective Amendments.
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; and (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 (i) and (ii) above do not apply if the
Registration Statement is on Form S-3 or 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.
Subsequent Exchange Act Documents.
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 an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8.
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.
5
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 Village of Suffern, State of New York, on December __, 1996.
THE DRESS BARN, INC.
By:
Elliot S. Jaffe, Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Elliot S. Jaffe and Armand Correia and each of
them, acting singly his or her attorney-in-fact, with full power of
substitution, for him or her in all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitutes, may do or
cause to be done by virtue hereof.
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 date indicated.
Signature Title Date
/s/ ELLIOT S. JAFFE
Elliot S. Jaffe Chairman of the Board and 12/17/96
Chief Executive Officer
(Principal Executive Officer)
/s/ ARMAND CORREIA
Armand Correia Chief Financial Officer (Principal 12/17/96
Financial and Accounting Officer)
/s/ ROSLYN S. JAFFE
Roslyn S. Jaffe Director and Secretary and Treasurer 12/17/96
/s/ BURT STEINBERG
Burt Steinberg Director and President 12/17/96
and Chief Operating Officer
/s/ KLAUS EPPLER
Klaus Eppler Director 12/17/96
/s/ DONALD JONAS
Donald Jonas Director 12/17/96
/s/ MARK S. HANDLER
Mark S. Handler Director 12/17/96
/s/ EDWARD D. SOLOMON
Edward D. Solomon Director 12/17/96
<PAGE>
EXHIBIT INDEX
Exhibit Numbers ---------------------------------
- -------------------- Description
4.1 Amended and Restated Certificate of
Incorporation - incorporated by reference
to Exhibit 3(c) to the registrant's
Registration Statement on Form S-1
(Registration No. 2-82916)
4.2 Amended and Restated By-Laws -
incorporated by reference to Exhibit 3(e)
to the registrant's Registration Statement
on Form S-1 (Registration No. 2-82916)
4.3 Amendments to Amended and Restated
Certificate of Incorporation - incorporated
by reference to the registrant's Annual
Report on Form 10-K for the fiscal year
ended July 30, 1988
4.4 Amendments to Amended and Restated
By-Laws - incorporated by reference to
the registrant's Annual Report on Form
10-K for the fiscal year ended July 30,
1988
4.5 Amendments to Amended and Restated
By-Laws - incorporated by reference to
the registrant's Annual Report on Form
10-K for the fiscal year ended July 28,
1990
5.1 Opinion of Proskauer Rose Goetz &
Mendelsohn LLP
23.1 Consent of Proskauer Rose Goetz &
Mendelsohn LLP - included in Exhibit 5.1
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney - included on signature
page
<PAGE>
Exhibit 5.1
December 16, 1996
The Dress Barn, Inc.
30 Dunnigan Drive
Suffern, New York 10901
Ladies and Gentlemen:
You have requested our opinion in connection with the registration
statement on Form S-8 (the "Registration Statement") being filed by you with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended (the "Act"), 2,000,000 shares of your common
stock, par value $.05 (the "Shares"), to be offered pursuant to The Dress Barn,
Inc.
1995 Stock Option Plan (the "Plan").
On the basis of such investigation as we have deemed necessary, we are of
the opinion that the Shares will be, when issued upon due exercise of options
granted under the Plan in accordance with the provisions of the Plan (including
payment of the option exercise price), legally issued, fully paid and
non-assessable.
We hereby notify you that Klaus Eppler, a member of our firm, is a
director of the Dress Barn, Inc.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
PROSKAUER ROSE GOETZ & MENDELSOHN LLP
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of The Dress Barn Inc. 1995 Stock Option Plan on Form S-8 of our report, dated
September 20, 1996, appearing in the Annual Report on Form 10-K of The Dress
Barn Inc. for the year ended July 27, 1996.
Deloitte & Touche LLP
Stamford, Connecticut
December 18, 1996
<PAGE>
