As filed with the Securities and Exchange Commission on October 3, 1997
Registration No. 33-
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)
THE ANNTAYLOR STORES CORPORATION
RESTRICTED STOCK ISSUED PURSUANT TO
WRITTEN EMPLOYMENT AGREEMENTS WITH
J. PATRICK SPAINHOUR AND PATRICIA DEROSA
(Full title of the plan)
Jocelyn F.L. Barandiaran, Esquire
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
<TABLE>
<CAPTION>
=================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share (1)(2) Price (1)(2) Fee
=================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
par value
$0.0068 per
share 105,000 shares $14.875 $1,561,875 $473.30
=================================================================================================
</TABLE>
(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 30, 1997,
within five business days prior to filing.
(2) Estimated solely for the purpose of calculating the registration
fee.
This Registration Statement on Form S-8 is being filed by AnnTaylor
Stores Corporation (the "Registrant") with respect to (i) the 75,000
restricted shares of common stock, par value $.0068 per share (the
"Common Stock"), of the Registrant issued by the Registrant to Mr. J.
Patrick Spainhour, the Chairman and Chief Executive Officer of the
Registrant, pursuant to the written employment agree- ment between the
Registrant and Mr. Spainhour, as amended as of August 23, 1996 (the
"Spainhour Agreement"), and (ii) the 30,000 restricted shares of Common
Stock issued by the Registrant to Ms. Patricia DeRosa, the President and
Chief Operating Officer of the Registrant, pursuant to the written
employment agreement between the Registrant and Ms. DeRosa, dated
November 25, 1996 (the "DeRosa Agreement").
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 February 1, 1997, (b) the
Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended
May 3, 1997 and August 2, 1997, (c) the Proxy Statement, dated May 2,
1997, relating to the Registrant's 1997 Annual Meeting of Stockholders
and (d) the description of the Common Stock contained in the Registrant's
Registration Statement on Form 8, dated May 15, 1991, filed under Section
12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with respect to the Common Stock.
All documents subsequently filed by the Registrant pursuant to
Sections 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. 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 Registration Statement 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 statement so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock issued pursuant to the
Spainhour Agreement and the DeRosa Agreement will be passed upon by
Jocelyn F.L. Barandiaran, Senior Vice President, General Counsel and
Secretary of the Registrant. Ms. Barandiaran has been granted options to
purchase 68,500 shares of Common Stock under the Registrant's 1992 Stock
Option and Restricted Stock and Unit Award Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 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
indemnifica- tion is against public policy as expressed in the Securities
Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The 105,000 shares of restricted Common Stock were issued pursuant
to the exemption from registration available pursuant to section 4(2) of
the Securities Act, which exempts from registration transactions by an
issuer not involving any public offering. The Registrant issued 75,000
shares of restricted Common Stock and 30,000 shares of restricted Common
Stock to Mr. J. Patrick Spainhour and Ms. Patricia DeRosa, respectively,
pursuant to written employment agreements between the Regis- trant and
each of Mr. Spainhour and Ms. DeRosa. 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 foregoing
105,000 shares of restricted Common Stock.
ITEM 8. EXHIBITS.
The following documents are being filed herewith or incorporated
herein by reference as exhibits to this Registration Statement:
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Jocelyn F.L. Barandiaran, Esq.,
Senior Vice Pre- sident, General Counsel and
Secretary of the Registrant.
23.1 Consent of Jocelyn F.L. Barandiaran, Esq.
(included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP to the
incorporation by reference of their report.
24 Power of Attorney (see signature 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
to include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
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; and
(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 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 Delaware General Corporation
Law and the Restated Certificate of Incorporation of the Registrant, or
otherwise, the Registrant has been advised that in the opinion of the
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, 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 autho- rized, in the City of New York, State
of New York, on the 3rd day of October, 1997.
ANNTAYLOR STORES CORPORATION
By /s/ JOCELYN F.L. BARANDIARAN
Jocelyn F.L. Barandiaran
Senior Vice President
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE
SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS WALTER J. PARKS 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 OCTOBER 3,
1997.
SIGNATURE TITLE
/s/ J. Patrick Spainhour Chairman of the Board, Chief
--------------------------- Executive Officer and
J. Patrick Spainhour Director
/s/ Patricia DeRosa President, Chief Operating
--------------------------- Officer and Director
Patricia DeRosa
/s/ Walter J. Parks Senior Vice President - Chief
-------------------------- Financial Officer
Walter J. Parks
/s/ James M. Smith Vice President and Controller
-------------------------- (Principal Accounting Officer)
James M. Smith
/s/ Gerald S. Armstrong Director
--------------------------
Gerald S. Armstrong
/s/ James J. Burke, Jr. Director
--------------------------
James J. Burke, Jr.
/s/ Robert C. Grayson Director
---------------------------
Robert C. Grayson
/s/ Rochelle B. Lazarus Director
---------------------------
Rochelle B. Lazarus
/s/ Hanne M. Merriman Director
----------------------------
Hanne M. Merriman
LIST OF EXHIBITS
Designation Description of Exhibit
- ----------- ----------------------
5.1 Opinion of Jocelyn F.L. Barandiaran, Esq., Senior Vice
President, General Counsel and Secretary of the
Registrant, with respect to the legality of shares of
Common Stock issued pursuant to the Spainhour Agreement
and the DeRosa Agreement.
23.1 Consent of Jocelyn F.L. Barandiaran, Esq. (included in
Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP to the incorporation by
reference of their report.
24 Power of Attorney (set forth on signature page of
Registration Statement).
PROSPECTUS
105,000 Shares
ANNTAYLOR STORES CORPORATION
COMMON STOCK
($.0068 par value)
_________________________
Of the 105,000 shares of Common Stock offered hereby, 75,000
shares are being offered and sold by Mr. J. Patrick Spainhour,
the Chairman and Chief Executive Officer of the Company, and
30,000 shares are being offered and sold by Ms. Patricia DeRosa,
the President and Chief Operating Officer of the Company. The
Company will not receive any of the proceeds from the sale of
shares by Mr. Spainhour and Ms. DeRosa.
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 covers securities that have been registered under
the Securities Act of 1933 and is intended to meet the
requirements of Section 10(a) thereof.
THIS PROSPECTUS IS TO BE USED BY MR. J. PATRICK SPAINHOUR AND MS.
PATRICIA DEROSA IN CONNECTION WITH OFFERS AND SALES OF THE COMMON
STOCK FROM TIME TO TIME IN ONE OR MORE PRIVATE TRANSACTIONS ON
THE NEW YORK 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 October 3, 1997
AVAILABLE INFORMATION
AnnTaylor Stores Corporation, a Delaware corporation (the
"Company"), has filed with the Securities and Exchange Commission
(the "Commission"), Washington, D.C., a registration statement on
Form S-8 under the Securities Act of 1933, as amended (the
"Registration Statement"), with respect to the securities being
offered by this Prospectus. This Prospectus does not contain all
of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules
and regulations of the Commission. For further information with
respect to the Company and the securities offered hereby,
reference is made to the Registration Statement, including
exhibits thereto, which may be inspected and copies of which may
be obtained (at prescribed rates) at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as the following
regional offices: 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and Seven World Trade Center, 13th Floor, New
York, New York 10048. The Commission also maintains a Web site
at http://www.sec.gov that contains reports, proxy statements and
other information. Such materials also may be inspected at the
offices of the New York Stock Exchange, Broad Street, New York,
New York 10005.
The Company is subject to the information reporting
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and, in accordance therewith, files
periodic reports, proxy statements and other information with the
Commission. Reports and other information concerning the Company
may be inspected and copied at the locations indicated above.
DOCUMENTS INCORPORATED BY REFERENCE
The documents incorporated by reference in the Registration
Statement are incorporated herein by reference. All documents
subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and/or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference into this Prospectus and to be a part
hereof from the date of the filing of such document. 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 is delivered, on the written or oral request
of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such
documents). Requests 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 Mr. J. Patrick Spainhour or Ms.
Patricia DeRosa.
SELLING STOCKHOLDERS
The Common Stock offered by this Prospectus is being sold by
Mr. J. Patrick Spainhour, the Chairman and Chief Executive
Officer of the Company, and Ms. Patricia DeRosa, the President
and Chief Operating Officer of the Company. Mr. Spainhour owns
75,000 shares of restricted Common Stock, of which 25,000 shares
are vested and could be sold currently. Of the remaining 50,000
shares, 25,000 shares vest on August 23, 1998 and 25,000 shares
vest on August 23, 1999. Ms. DeRosa owns 30,000 shares of
restricted Common Stock, 10,000 shares of which vest on each of
December 9, 1997, 1998 and 1999. Unvested shares of restricted
Common Stock cannot be sold until the applicable vesting date.
In addition, (i) Mr. Spainhour owns vested options to
acquire 50,000 shares of Common Stock and additional options to
acquire 125,000 shares of Common Stock, 50,000 of which vest on
February 1, 1998 and the remaining 75,000 of which vest upon the
earlier of December 12, 2005 or the date on which the Company
achieves certain performance targets and (ii) Ms. DeRosa owns
options to acquire 100,000 shares of Common Stock of which 50,000
vest as to one-third of such options on December 9 of 1997, 1998
and 1999 and the remaining 50,000 of which vest upon the earlier
of December 9, 2005 or the date on which the Company achieves
certain performance targets.
PLAN OF DISTRIBUTION
This Prospectus is to be used by Mr. J. Patrick Spainhour
and Ms. Patricia DeRosa in connection with offers and sales of
the Common Stock from time to time in one or more private
transactions on the New York 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., Senior Vice President, General Counsel and Secretary. Ms.
Barandiaran has been granted options to purchase 68,500 shares of
Common Stock under the Company's 1992 Stock Option and Restricted
Stock and Unit Award 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 offering 105,000 Shares
described herein, and, if
given or made, such
information or
representations must not AnnTaylor.
be relied upon as having
been authorized by the
Company. This Prospectus
does not constitute an
offer to sell or a Common Stock
solicitation of an offer
to buy any securities
other than those
specifically offered
hereby in any jurisdiction _______________
to any person to whom it
is unlawful to make an PROSPECTUS
offer or solicitation in _______________
such jurisdiction.
Neither the delivery of
this Prospectus nor any
sale made hereunder shall,
under any circumstances,
create any implication
that the information
herein is correct as of
any time subsequent to its
date. October 3, 1997
_____________
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
EXHIBIT 5.1
October 3, 1997
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 Senior Vice President, General Counsel and Secretary of
AnnTaylor Stores Corporation, a Delaware corporation (the "Company"), and
am familiar with the corporate affairs of the Company. This opinion is
being delivered in connection with the Registration Statement on Form S-8
(File No. 33- ) 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 (i) 75,000 restricted
shares of the Company's common stock, par value $.0068 per share (the
"Common Stock"), issued to J. Patrick Spainhour, the Company's Chairman
and Chief Executive Officer, pursuant to the employment agreement between
the Company and Mr. Spainhour, as amended as of August 23, 1996 (the
"Spainhour Agreement") and (ii) 30,000 restricted shares (together with
the 75,000 restricted shares issued to Mr. Spainhour, the "Shares") of
Common Stock issued to Patricia DeRosa, the Company's President and Chief
Operating Officer, pursuant to the employment agreement, dated November
25, 1996, between the Company and Ms. DeRosa (together with the Spainhour
Agreement, the "Agreements").
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) the Agreements, (iii) the Restated
Certificate of Incorporation and the Bylaws of the Company, each as
currently in effect and (iv) copies of certain resolutions adopted by the
Board of Directors of the Company relating to, among other things, the
issuance of the Shares and 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 to original documents of all documents submitted to me as
certified, conformed or photostatic copies and the authenticity of the
originals of such copies. 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 that 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 Shares have
been duly authorized for issuance and are validly issued, fully paid and
nonassessable, 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,
Jocelyn F.L. Barandiaran
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 dated
March 6, 1997, appearing in the Annual Report on Form 10-K of AnnTaylor
Stores Corporation for the fiscal year ended February 1, 1997.
Deloitte & Touche LLP
New York, New York
October 2, 1997
