As filed with the Securities and Exchange Commission on August 6, 1997
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)
THE ANNTAYLOR STORES CORPORATION
1992 STOCK OPTION AND
RESTRICTED STOCK AND UNIT AWARD PLAN
(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)
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CALCULATION OF REGISTRATION FEE
=================================================================================================
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 1,500,000 shares(3) $19.44 $29,156,250 $8,835.23
=================================================================================================
(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 August 4, 1997,
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 1992 Stock Option
and Restricted Stock and Unit Award Plan.
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REGISTRATION STATEMENT
FOR
REGISTRATION OF ADDITIONAL SECURITIES
ON FORM S-8
Incorporation by Reference
Hereby incorporated by reference is Registrant's
Registration Statement on Form S-8 (No. 33-50688) filed on August 10,
1992 and June 30, 1994 with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act.
SIGNATURES
Pursuant to the requirements of the Securities Act,
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 5th day of August, 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 Gerald S. Armstrong,
J. Patrick Spainhour 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
August 5th, 1997.
Signature Title
/s/ J. Patrick Spainhour Chairman of the Board, Chief
----------------------------------- Executive Officer and Director
J. Patrick Spainhour
/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 Company,
with respect to the legality of shares of Common Stock
issuable pursuant to the Stock Option Plan.
23.1 Consent of Jocelyn F.L. Barandiaran (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).
EXHIBIT 5.1
August 5, 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 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 1992 Stock Option 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) the 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 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 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, delivered
and paid for 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.
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
August 4, 1997
