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 or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
142 West 57th Street, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Restricted Stock Issued Pursuant to
Written Employment Agreement with
Sally Frame Kasaks
(Full title of the plan)
Jocelyn F.L. Barandiaran, Esq.
AnnTaylor Stores Corporation
142 West 57th Street
New York, New York 10019
(Name and address of agent for service)
(212) 541-3300
(Telephone number, including area code,
of agent for service)
Calculation of Registration Fee
Title of Proposed Proposed
securities maximum maximum
to Amount to offering aggregate Amount of
be be price per offering Registration
registered registered share(1) price(1) Fee
Common 60,000 $24.875 $1,492,500 $514.65
Stock shares
(1) Estimated solely for purposes of calculating the registration
fee in accordance with Rule 457(c) of the Securities Act of
1933 on the basis of the average of the high and low prices
($24.875 per share) of the Registrant's Common Stock on the
New York Stock Exchange Composite Transaction Tape on
February 17, 1994.
PART I
ITEM 1. PLAN INFORMATION
This Registration Statement on Form S-8 is being
filed by AnnTaylor Stores Corporation (the "Registrant")
with respect to 60,000 restricted shares of common stock,
par value $.0068 per share, of the Registrant (the "Common
Stock") issued by the Registrant to Ms. Sally Frame
Kasaks, the Registrant's Chairman and Chief Executive
Officer, pursuant to the written employment agreement
between the Registrant and Ms. Kasaks dated January 31,
1992 (the "Plan"), which shares may be reoffered or resold
pursuant to this Registration Statement. In accordance
with the Plan, 45,000 shares of Common Stock have vested.
The remaining 15,000 shares of Common Stock will vest on
January 28, 1995, and therefore, cannot be sold until such
date.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
The participant in the Plan may, upon written or oral
request made to the Registrant, obtain, without charge,
from the Registrant all of the documents incorporated by
reference in Item 3 of Part II of this Registration
Statement and such documents are hereby incorporated by
reference and hereby constitute part of the Section 10(a)
prospectus. In addition such participant may, upon
written or oral request made to the Registrant, obtain all
other documents required to be delivered to the
participant pursuant to Rule 428(b) of the Exchange Act.
Such requests should be made to the Registrant at 142 West
57th Street, New York, New York 10019, Attention: Jocelyn
F.L. Barandiaran, Corporate Secretary, telephone number
(212) 541-3300.
PROSPECTUS
ANNTAYLOR.
COMMON STOCK
The 60,000 shares of Common Stock are being offered and sold by
Ms. Sally Frame Kasaks, Chairman and Chief Executive Officer of the
Company. See "Selling Stockholder." The Company will not receive any
of the proceeds from the sale of shares by the Selling Stockholder.
See "Use of Proceeds."
The Common Stock is listed on the New York Stock Exchange under
the symbol "ANN".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus is to be used by Ms. Sally Frame Kasaks in
connection with offers and sales of the Common Stock from time to time
in one or more private transactions or transactions on a stock
exchange at a fixed price, which may be changed, or at varying prices
determined at the time of sale or at negotiated prices.
The date of this Prospectus is February 24, 1994.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement (which term shall
encompass any amendments thereto) on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, for the
registration of the sale of common stock (the "Common Stock") of
AnnTaylor Stores Corporation (the "Company"). This Prospectus, which
constitutes a part of the Registration Statement, does not contain all
of the information set forth in the Registration Statement, certain
items of which are contained in exhibits to the Registration Statement
as permitted by the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock,
reference is made to the Registration Statement, including exhibits
thereto. Statements made in this Prospectus concerning the contents
of any document referred to herein are not necessarily complete. With
respect to each such document filed with the Commission as an exhibit
to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.
The Registration Statement and the exhibits thereto filed by the
Company with the Commission may be inspected at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, or at its regional office
located at 500 West Madison Street, Chicago, Illinois 60661 and Seven
World Trade Center, 13th Floor, New York, New York 10048. Copies of
such materials can be obtained from the public reference section of
the Commission at the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such materials can also
be inspected at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005.
The Company is subject to the periodic reporting and other
informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and, in accordance therewith, files
reports and other information with the Commission. Such reports and
other information filed with the Commission may be inspected and
copied at the locations described above. The Company will furnish all
reports and other information required by the periodic reporting and
informational requirements of the Exchange Act to the Commission and
will furnish copies of such reports and other information to the
holders of the Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's (i) Annual Report on Form 10-K for the fiscal year
ended January 30, 1993 and (ii) Quarterly Reports on the Form 10-Q for
the quarters ended May 1, 1993, July 31, 1993 and October 30, 1993,
each as heretofore filed by the Company under the Exchange Act (File
No. 33-28522) with the Commission, are incorporated herein by
reference. In addition, all documents filed by the Company pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of the
offering of Common Stock shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide, without charge to each person to whom
this Prospectus has been delivered, a copy of any or all of the
documents referred to above which have been or may be incorporated by
reference herein, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference therein).
Requests for such copies should be directed to AnnTaylor Stores
Corporation, 142 West 57th Street, New York, New York 10019,
Attention: Jocelyn F.L. Barandiaran, Corporate Secretary, telephone
number (212) 541-3300.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
the Common Stock by Ms. Sally Frame Kasaks.
SELLING STOCKHOLDER
The Common Stock being sold pursuant to this Prospectus is owned
by Ms. Sally Frame Kasaks, the current Chairman and Chief Executive
Officer of the Company. Ms. Kasaks owns an aggregate of 60,000 shares
of Common Stock (of which 45,000 shares are currently vested and the
remaining 15,000 shares vest on January 28, 1995, and therefore,
cannot be sold until such date). After the Offering Ms. Kasaks
will own no shares of Common Stock. In addition, Ms. Kasaks
owns vested options to acquire 156,000 shares of Common Stock, options
to acquire 50,000 shares of Common Stock which vest on January 28,
1995 and additional options to acquire 24,000 shares of Common Stock,
of which 6,000 shares vest on the 26th day of February in each of 1994
through 1997.
PLAN OF DISTRIBUTION
This Prospectus is to be used by Ms. Sally Frame Kasaks in
connection with offers and sales of the Common Stock from time to time
in one or more private transactions or transactions on a stock
exchange at a fixed price, which may be changed, or at varying prices
determined at the time of sale or at negotiated prices.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock have been
passed upon for the Company by Jocelyn F.L. Barandiaran, Esq., Vice
President, General Counsel and Corporate Secretary. Ms. Barandiaran
has been granted options to purchase 25,000 shares of Common Stock
under the Company's 1992 Stock Option Plan.
NO DEALER, SALESMAN OR ANY
OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER
THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE 60,000 SHARES
OFFERING DESCRIBED HEREIN, AND,
IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS ANNTAYLOR
MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY Common Stock
ANY SECURITIES OTHER THAN THOSE
SPECIFICALLY OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE AN
OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE PROSPECTUS
ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS
DATE.
February 24, 1994
TABLE OF CONTENTS
PAGE
Available Information 2
Documents Incorporated by
Reference 2
Use of Proceeds 3
Selling Stockholder 3
Plan of Distribution 3
Legal Matters 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 30, 1993, (b) the Registrant's Quarterly Reports on Form 10-Q
for the fiscal quarters ended May 1, 1993, July 31, 1993 and October
30, 1993, 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 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 from the date of filing of such
documents.
ITEM 4. NOT APPLICABLE.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock issued pursuant to the
Plan will be passed upon by Jocelyn F.L. Barandiaran, Vice President,
General Counsel and Secretary of the Registrant. Ms. Barandiaran has
been granted options to purchase 25,000 shares of Common Stock under
the Registrant's 1992 Stock Option Plan.
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. EXEMPTION FROM REGISTRATION CLAIMED.
The 60,000 shares of restricted Common Stock were issued to Ms.
Sally Frame Kasaks pursuant to the exemption from registration
available pursuant to Section 4(2) of the Act, which exempts from
registration transactions by an issuer not involving any public
offering. The 60,000 shares of restricted Common Stock were issued by
the Registrant to Ms. Kasaks pursuant to a written employment
agreement between Ms. Kasaks and the Registrant. No other shares of
Common Stock were offered or issued by the Registrant to any other
person simultaneously with or in connection with the issuance of the
60,000 shares of restricted Common Stock to Ms. Kasaks.
ITEM 8. EXHIBITS.
Exhibit
Number 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).
4.3 Employment Agreement between AnnTaylor Stores
Corporation and Ms. Sally Frame Kasaks (the "Plan").
Incorporated by reference to Exhibit 10.28 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended February 1, 1992 and filed on April
28, 1992.
5.1 Opinion of Jocelyn F.L. Barandiaran, Esq., General
Counsel of the Registrant, with respect to the
legality of the shares of Common Stock issued
pursuant to the Plan.
23.1 Consent of Jocelyn F.L. Barandiaran (included in
Exhibit 5.1).
23.2 Consent of Deloitte & Touche.
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
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 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 of 1933 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 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 February 24, 1994.
AnnTaylor Stores Corporation
By:/s/ Paul E. Francis
Paul E. Francis,
Chief Financial 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 date indicated:
Signature Title Date
/s/ Sally Frame Kasaks February 24, 1994
Sally Frame Kasaks Chairman of the Board,
Chief Executive Officer,
and Director
/s/ Paul E. Francis February 24, 1994
Paul E. Francis Executive Vice
President-Finance and
Administration, Chief
Financial Officer,
Treasurer and Director
/s/ Gerald S. Armstrong February 24, 1994
Gerald S. Armstrong Director
/s/ James J. Burke, Jr. February 24, 1994
James J. Burke, Jr. Director
Robert C. Grayson Director
/s/ Rochelle B. Lazarus February 24, 1994
Rochelle B. Lazarus Director
/s/ Hanne M. Merriman February 24, 1994
Hanne M. Merriman Director
EXHIBIT INDEX
Exhibit Description Page
Number
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).
4.3 Employment Agreement between
AnnTaylor Stores Corporation and Ms.
Sally Frame Kasaks (the "Plan").
Incorporated by reference to Exhibit
10.28 to the Registrant's Annual
Report on Form 10-K for the fiscal
year ended February 1, 1992 and filed
on April 28, 1992.
5.1 Opinion of Jocelyn F.L. Barandiaran,
Esq., General Counsel of the
Registrant, with respect to the
legality of the shares of Common
Stock issued pursuant to the Plan
23.1 Consent of Jocelyn F.L. Barandiaran
(included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche.
EXHIBIT 5.1
February 24, 1994
AnnTaylor Stores Corporation
142 West 57th Street
New York, New York 10019
Re: Registration Statement on Form S-8 of AnnTaylor
Stores Corporation
Sirs and Madams:
I am the General Counsel of AnnTaylor Stores Corporation, a
Delaware corporation (the "Company"), and am familiar with its
corporate affairs. On June 4, 1992, the Company issued to Ms.
Sally Frame Kasaks a stock certificate representing 60,000 shares
(the "Shares") of the Company's common stock, par value $.0068
per share, issuable to Ms. Kasaks pursuant to the written
employment agreement dated January 30, 1992 between the Company
and Ms. Kasaks (the "Employment Agreement").
This opinion is being delivered in connection with the Company's
Registration Statement on Form S-8 of the Company filed with the
Securities and Exchange Commission on February 24, 1994 (the
"Registration Statement").
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 Employment Agreement, (ii) the
Registration Statement, (iii) Restated Certificate of
Incorporation of the Company and (iv) copies of certain
resolutions adopted by the Board of Directors of the Company
relating to, among other things, the Employment Agreement 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 in this letter, I am of
the opinion that the Shares have been duly authorized by the
Company, and 45,000 of the Shares are validly issued, fully paid and
non-assessable, with no personal liability attached to the
ownership thereof under the laws of the State of Delaware and,
assuming compliance with the terms and conditions of the
Employment Agreement, on January 28, 1995, the remaining 15,000 of
the Shares 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 Registration Statement.
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,
/s/ Jocelyn F. L. Barandiaran
Jocelyn F. L. Barandiaran
General Counsel
EXHIBIT 23.2
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 date April 2, 1993, incorporated by reference in the
Annual Report on Form 10-K on AnnTaylor Stores Corporation for
the fiscal year ended January 30, 1993.
Deloitte & Touche
New Haven, Connecticut
February 23, 1994
