As filed with the Securities and Exchange Commission on June 3, 1999
Registration No. 333-_____
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)
ANNTAYLOR STORES CORPORATION
ASSOCIATE DISCOUNT STOCK PURCHASE 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)
All or part of the securities being registered on this form are to be
offered on a delayed or a continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act").
<TABLE>
<CAPTION>
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 250,000 shares $40.3125 $10,078,125 $2,802
$0.0068 per
share
=========================================================================================
</TABLE>
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under 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
May 26, 1999, 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, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the AnnTaylor Stores
Corporation Associate Discount Stock Purchase Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(1) AnnTaylor Stores Corporation's (the "Registrant") Annual Report
on Form 10-K for the fiscal year ended January 30, 1999;
(2) The Registrant's Proxy Statement, dated April 5, 1999, relating
to the Registrant's 1999 Annual Meeting of Stockholders; and
(3) The description of Common Stock, par value $0.0068 per share,
of the Registrant (the "Common Stock"), set forth in the
Registrant's Registration Statement on Form 8-A, dated May 15,
1991, filed pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all of the 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 offered pursuant to
this Registration Statement will be passed upon by Jocelyn F.L.
Barandiaran, Esq., Senior Vice President, General Counsel and Secretary of
the Registrant. Ms. Barandiaran has been granted options to purchase 36,235
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
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
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
President, General Counsel and Secretary of the
Registrant, with respect to the legality of shares of
Common Stock issued pursuant to the Associate Discount
Stock Purchase Plan.
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 foregoing
provisions, 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 of 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 the 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 authorized, in the City of New York, State of New York, on
the 3rd day of June, 1999.
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 JOCELYN F.L. BARANDIARAN
AND J. PATRICK SPAINHOUR 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 3, 1999.
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/ Barry Erdos Executive Vice President, Chief
----------------------------- Financial Officer and Treasurer
Barry Erdos
/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/ Wesley E. Cantrell Director
-----------------------------
Wesley E. Cantrell
/s/ Robert C. Grayson Director
-----------------------------
Robert C. Grayson
/s/ Ronald W. Hovsepian Director
-----------------------------
Ronald W. Hovsepian
Director
-----------------------------
Hanne Merriman
/s/ Rochelle B. Lazarus Director
------------------------------
Rochelle B. Lazarus
Pursuant to the requirements of the Securities Act, the trustees
(or other persons who administer the employee benefit plan) have 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 June 3, 1999.
ANNTAYLOR STORES CORPORATION
ASSOCIATE DISCOUNT STOCK PURCHASE PLAN
By: /s/ Barry Erdos
----------------------------------
Barry Erdos
By: /s/ James Smith
----------------------------------
James Smith
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.
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).
EXHIBIT 5.1
June 3, 1999
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. 333- )
of the Company (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating
to the issuance of up to 250,000 shares (the "Shares") of the Company's
common stock, par value $0.0068 per share (the "Common Stock"), pursuant to
the Company's Associate Discount Stock Purchase 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 Plan, (iii) the Restated Certificate of Incorporation and the
Bylaws of the Company, each as amended through the date hereof and (iv)
such other records and documents as I have deemed necessary in order to
express the opinions hereinafter set forth.
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, when
issued in the manner contemplated by the Registration Statement and the
Plan, will be duly authorized, validly issued, fully paid
and nonassessable.
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
"Interests of Named Experts and Counsel" 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 8,
1999, appearing in the Annual Report on Form 10-K of AnnTaylor Stores
Corporation for the fiscal year ended January 30,
1999.
Deloitte & Touche LLP
New York, New York
June 3, 1999
