As filed with the Securities and Exchange Commission on June 30, 1994
Registration No. 33-50688
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANNTAYLOR STORES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3499319
(State of incorporation) (I.R.S. employer identification no.)
142 West 57th Street, New York, New York 10019
(Address of principal executive offices) (Zip code)
THE ANNTAYLOR STORES CORPORATION
1992 STOCK OPTION PLAN AND
RESTRICTED STOCK AND UNIT AWARD PLAN
(Full title of the plan)
Jocelyn F.L. Barandiaran, Esq.
AnnTaylor Stores Corporation
142 West 57th Street, New York New York 10019
(212) 541-3300
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of Amount to be Maximum Maximum Registration
Securities Registered Offering Price Aggregate Fee
to be Per Share Offering
Registered (1)(2) Price (1)(2)
Common Stock,
par value
$.0068 per
share 667,000 $36.0625 $24,053,687.50 $8,294.36
shares(3)
(1) Estimated pursuant to paragraphs (c) and (h) of
Rule 457 under the Securities Act of 1933, as
amended (the "Securities Act"), on the basis of
the average of the high and low sale prices for a
share of Common Stock on the New York Stock
Exchange on June 23, 1994, which is within five
business days prior to filing.
(2) Estimated solely for the purpose of calculating
the registration fee.
(3) Plus any additional shares of Common Stock that
may be issuable pursuant to the anti-dilution
provisions of the Stock Option Plan.
REGISTRATION STATEMENT
FOR
REGISTRATION OF ADDITIONAL SECURITIES
ON FORM S-8
Incorporation by Reference
Hereby incorporated by reference is the Registrant's
Registration Statement on Form S-8 (No. 33-50688) filed on August
10, 1992 with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Securities Act").
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the 30th day of June, 1994.
ANNTAYLOR STORES CORPORATION
By /s/ Jocelyn F.L. Barandiaran
Jocelyn F.L. Barandiaran
Vice President
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE
SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS GERALD S.
ARMSTRONG, PAUL E. FRANCIS AND JOCELYN F.L. BARANDIARAN, AND EACH
OF THEM, HIS OR HER TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS,
WITH FULL POWER OF SUBSTITUTION AND REVOCATION, FOR HIM OR HER
AND IN HIS OR HER NAME, PLACE AND STEAD, IN ANY AND ALL
CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING POST-
EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT AND TO FILE
THE SAME WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE
COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND
EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND
EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE AS FULLY
TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON,
HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT
AND AGENTS, OR ANY OF THEM, OR THEIR, HIS OR HER SUBSTITUTE OR
SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE
HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE
CAPACITIES INDICATED ON JUNE 30, 1994.
SIGNATURE TITLE
/s/ Sally Frame Kasaks Chairman of the Board, Chief
Executive Officer and
Sally Frame Kasaks Director
/s/ Paul E. Francis Executive Vice President --
Finance and
Paul E. Francis Administration and Director
(Chief Financial Officer)
/s/ Walter J. Parks Vice President Financial
Reporting (Principal
Walter J. Parks Accounting Officer)
/s/ James J. Burke, Jr. Director
James J. Burke, Jr.
/s/ Gerald S. Armstrong Director
Gerald S. Armstrong
/s/ Rochelle B. Lazarus Director
Rochelle B. Lazarus
/s/ Robert C. Grayson Director
Robert C. Grayson
/s/ Hanne M. Merriman Director
Hanne M. Merriman
LIST OF EXHIBITS
Designation Description of Exhibit
5.1 Opinion of Jocelyn F.L. Barandiaran, Esq., Vice President,
Secretary and General Counsel of the Company, with respect
to the legality of shares of Common Stock issuable
pursuant to the Plan.
23.1 Consent of Jocelyn F.L. Barandiaran (included in Exhibit
5.1).
23.2 Consent of Deloitte & Touche to the incorporation by
reference of their report.
24 Power of Attorney (set forth on signature page of
Registration Statement).
EXHIBIT 5.1
June 30, 1994
AnnTaylor Stores Corporation
142 West 57th Street
New York, New York 10019
Re: Registration Statement on Form S-8 of AnnTaylor
Stores Corporation
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of
AnnTaylor Stores Corporation, a Delaware corporation (the
"Company"), and am familiar with its corporate affairs. This
opinion is being delivered in connection with the Registration
Statement on Form S-8 (File No. 33-50688) of the Company (the
"Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the Company's Amended and Restated
1992 Stock Option Plan and Restricted Stock and Unit Award Plan
(the "Plan").
In connection with this opinion, I have examined and am
familiar with originals or copies, certified or otherwise
identified to my satisfaction, of such documents as I have deemed
necessary or appropriate as a basis for the opinions set forth
herein, including (i) the Registration Statement, (ii) Restated
Certificate of Incorporation of the Company and (iii) copies of
certain resolutions adopted by the Board of Directors of the
Company relating to, among other things, the filing of the
Registration Statement and related matters.
In such examination, I have assumed the genuineness of all
signatures (except signatures of the Company), the legal capacity
of natural persons, the authenticity of all documents submitted
to me as originals, the conformity of all documents submitted to
me as certified, conformed or photostatic copies and the
authenticity of the originals of such documents. In making my
examination of documents executed by parties other than the
Company, I have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due execution and delivery
by such parties of such documents and the validity, binding
effect and enforceability thereof. As to any facts material to
the opinions expressed herein which I did not independently
establish or verify, I have relied upon statements and
representations of officers and other representatives of the
Company and others.
I am admitted to the Bar of the State of New York and express
no opinion regarding the laws of any other jurisdiction, other
than the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing and the
qualifications and limitations set forth herein, I am of the
opinion that the Common Stock (as defined in the Registration
Statement) issuable upon the exercise of the Options and pursuant
to the Restricted Stock Awards has been duly authorized by the
Company, and, when issued and delivered in accordance with the
terms of the Plan, will be validly issued, fully paid and non-
assessable, with no personal liability attaching to the ownership
thereof under the laws of the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me under
the caption "Legal Matters" in the related Prospectus.
This opinion is being furnished to you solely for your
benefit in connection with the Registration Statement, and is not
to be used, circulated, quoted, relied upon or otherwise referred
to for any other purpose or by any other person without my
express prior written consent.
Very truly yours,
Jocelyn F. L. Barandiaran
EXHIBIT 23.2
We consent to the incorporation by reference in this Registration
Statement of AnnTaylor Stores Corporation on Form S-8 of our
report dated March 25, 1994, appearing in the Annual Report on
Form 10-K of AnnTaylor Stores Corporation for the fiscal year
ended January 29, 1994.
Deloitte & Touche
New Haven, Connecticut
June 30, 1994
