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, INC. SAVINGS PLAN
--------------------------------
(Full title of the plan)
Jocelyn F.L. Barandiaran, Esq.
AnnTaylor Stores Corporation
142 West 57th Street, New York, NY 10019
(212) 541-3226
------------------------------------------
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
.............................................................................
Proposed Proposed
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered Share(1)(2) Price(1)(2) Fee
.............................................................................
Common Stock,
par value
$.0068 per share 50,000 shares $35.93 $1,796,500 $619.48
..............................................................................
(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 September 22, 1994,
which is within five business days prior to filing.
(2) Estimated solely for the purpose of calculating the registration fee.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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PART I
This Registration Statement on Form S-8 is being filed by the
AnnTaylor, Inc. Savings Plan (the "Plan") with respect to interests to
be offered or sold pursuant to the Plan, and by AnnTaylor Stores
Corporation (the "Registrant") with respect to 50,000 shares of common
stock, par value $.0068 per share ("Common Stock"), of the Registrant
which may be acquired by participants in the Plan.
PART II
Item 3. Incorporation of Documents by Reference
The following documents of the Registrant heretofore filed with
the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference: (a) the
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 29, 1994, (b) the Registrant's Quarterly Reports on Form 10-Q
for the fiscal quarters ended April 30, 1994 and July 30, 1994, and (c)
the description of the Common Stock contained in the Registrant's Form
8 dated May 15, 1991 filed under Section 12 of the Securities Exchange
Act of 1934 (the "Exchange Act"). All documents subsequently filed by
the Registrant and the Plan pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to
be a part hereof form the date of filing of such documents.
Item 4. Not applicable.
Item 5. Not applicable.
Item 6. Indemnification of Officers and Directors
The General Corporation law of the State of Delaware and the
Restated Certificate of Incorporation of the Registrant limit the
liability of and provide indemnification for directors and officers of
the Registrant. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (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. Not applicable.
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Item 8. Exhibits
Exhibit No. Description
- ----------- --------------------------------------------------------
4.1 Restated Certificate of Incorporation of AnnTaylor
Stores Corporation. Incorporated by reference
to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 filed with the Securities and
Exchange Commission on August 10, 1992 (Registration No.
33-50688).
4.2 By-Laws of AnnTaylor Stores Corporation.
Incorporated by reference to Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended November 2, 1991 and filed on December
12, 1991 (Registration No. 33-28522).
5 Internal Revenue Service determination letter dated
July 30, 1991 stating that the AnnTaylor, Inc. Savings
Plan is qualified under Section 401 of the Internal
Revenue Code.
23 Consent of Deloitte & Touche LLP
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
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.
(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 each filing of
the Plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, 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 General
Corporation Law of the State of Delaware and the Restated
Certificate of Incorporation of the Registrant, 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
=============================================================================
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 September 27, 1994.
AnnTaylor Stores Corporation
By: /s/Paul E. Francis
-------------------------
Paul E. Francis, Chief Financial Officer
By: /s/ Walter J. Parks
--------------------------
Walter J. Parks,
Principal Accounting Officer
Pursuant to the requirements of the Securiites 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/ Sally Frame Kasaks Chairman of the Board, September 27, 1994
- ---------------------- Chief Executive Officer,
Sally Frame Kasaks and Director
/s/ Paul E. Francis Executive Vice President - September 27, 1994
- ---------------------- Finance and Administration,
Paul E. Francis Chief Financial Officer,
Treasurer and Director
/s/ Gerald S. Armstrong
- ----------------------- Director September 27, 1994
Gerald S. Armstrong
/s/ James J. Burke, Jr. Director September 27, 1994
- -----------------------
James J. Burke, Jr.
/s/ Robert C. Grayson Director September 27, 1994
- ---------------------
Robert C. Grayson
/s/ Rochelle B. Lazarus Director September 27, 1994
- ----------------------
Rochelle B. Lazarus
/s/ Hanne M. Merriman Director September 27, 1994
- ---------------------
Hanne M. Merriman
=============================================================================
Pursuant to the requirements of the Securities Act of 1933, the
trustee has duly caused this registration statement to be signed on
behalf of the Plan by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, on September 27, 1994.
AnnTaylor, Inc. Savings Plan
By: Fleet Bank, N.A., as Trustee
By: /s/ Charles J. Arntsen
-----------------------
Name: Charles J. Arntsen
Title: Assistant Vice
President
EXHIBIT 5
INTERNAL REVENUE SERVICE
DEPARTMENT OF THE TREASURER
DISTRICT DIRECTOR
C.P.O. BOX 1680 Employer Identification Number:
BROOKLYN, NY 11202 51-0297083
Folder Number:
DATE: JULY 30, 1991 113007415
Person to Contact:
ANN TAYLOR INC. PATRICIA LAPLANTE
142 WEST 57TH STREET Contact Telephone Number
NEW YORK, NY 10019 (617)565-7771
Plan Name:
ANNTAYLOR INC.
SAVINGS PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified
above, based on the information supplied. Please keep this letter in
your permanent records.
Continued qualification of the plan under its present form will
depend on its effect in operation. (See section 11.401(b)(3) of the
Income Tax Regulations). We will review the status of the plan in
operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the
qualified status of your employee retirement plan, and provides
information on the reporting requirements for your plan. It also
describes some events that automatically nullify it. It is very
important that you read the publications.
This letter relates only to the status of your plan under the
Internal Revenue Code. It is not a determination regarding the
affect of other federal or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated July 18, 1991. The
proposed amendments should be adopted on or before the date
prescribed by the regulations under Code section 401(b).
This letter does not constitute a determination that your plan
satisfies the requirements of section 40`(a)(26) of the code.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Eugene D. Alexander
Eugene D. Alexander
District Director
Enclosures:
Publication 794
PMBA 515
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
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 LLP
New Haven, Connecticut
September 27, 1994
