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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ANNTAYLOR STORES CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3499319
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(State of incorporation) (I.R.S. Employer Identification No.)
142 West 57th Street
New York, New York 10019
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(Address of principal executive offices)
ANNTAYLOR STORES CORPORATION
2000 STOCK OPTION AND RESTRICTED STOCK AWARD PLAN
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(Full title of the plan)
Jocelyn F.L. Barandiaran, Esq.
AnnTaylor Stores Corporation
142 West 57th Street
New York, New York 10019
(212) 541-3300
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(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 continuous basis pursuant to Rule 415 under the Securities
Act of 1933, as amended
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to Price Per Offering Registra-
to be Registered be Registered Share(1)(2) Price(1)(2) tion Fee
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Common Stock,
par value 1,000,000 shares(3) $25.75 $25,750,000 $6,798
$0.0068 per share
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(1)Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, 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,
2000, within five business days prior to filing
(2)Estimated solely for the purpose of calculating the registration fee.
(3)Plus any additional shares issuable as a result of the anti dilution
provisions of the Plan.
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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 29, 2000;
(2) The Registrant's Proxy Statement, dated April 18, 2000, relating to the
Registrant's 2000 Annual Meeting of Stockholders; and
(3) The description of the 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 and 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, 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 Amended and Restated 1992 Stock Option and Restricted Stock and
Unit Award Plan, as amended.
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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, as amended through the
date hereof, 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
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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 2000 Stock Option and Restricted Stock Award
Plan.
23.1 Consent of Jocelyn F.L. Barandiaran, Esq. (included in Exhibit
5.1).
23.2 Consent of Deloitte & Touche LLP
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.
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(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 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.
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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 30th day of May,
2000.
ANNTAYLOR STORES CORPORATION
By: /s/ J. Patrick Spainhour
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J. Patrick Spainhour
Chairman and Chief Executive Officer
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 MAY 30, 2000.
Signature Title
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/s/J. Patrick Spainhour Chairman and Chief Executive May 30, 2000
------------------------- Officer and Director
J. Patrick Spainhour
/s/Patricia DeRosa President and Chief Operating May 30, 2000
------------------------- Officer and Director
Patricia DeRosa
/s/Barry Erdos Executive Vice President - May 30, 2000
------------------------- Chief Financial Officer
Barry Erdos and Treasurer
/s/James M. Smith Vice President and Controller May 30, 2000
------------------------- Principal Accounting Officer
James M. Smith
/s/Gerald S. Armstrong Director May 30, 2000
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Gerald S. Armstrong
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/s/James J. Burke, Jr. Director May 30, 2000
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James J. Burke, Jr.
/s/Wesley E. Cantrell Director May 30, 2000
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Wesley E. Cantrell
/s/Robert C. Grayson Director May 30, 2000
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Robert C. Grayson
/s/Ronald W. Hovsepian Director May 30, 2000
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Ronald W. Hovsepian
/s/Rochelle B. Lazarus Director May 30, 2000
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Rochelle B. Lazarus
/s/Hanne M. Merriman Director May 30, 2000
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Hanne M. Merriman
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LIST OF EXHIBITS
Exhibit No. Description of Exhibit
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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
24 Power of Attorney (see signature page).
