<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28,1998
Registration Statement No.
------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHICO'S FAS, INC.
(Exact name of Registrant as specified in its charter)
FLORIDA 59-2389435
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
11215 METRO PARKWAY
FORT MYERS, FLORIDA 33912
(941) 277-6200
(Address, including zip code,
of Registrant's principal executive offices)
CHICO'S FAS, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PROGRAM
(Full title of the plan)
MARVIN J. GRALNICK, PRESIDENT
CHICO'S FAS, INC.
11215 METRO PARKWAY
FORT MYERS, FLORIDA 33912
(Name and address of agent for service)
(941) 277-6200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered Price Per Share(1) Aggregate Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock. . . . . 182,000 shs. $8.69 $1,581,580 $466.57
==========================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c), solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices
for the common stock reported by the Nasdaq National Market on April 27,
1998.
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
By this reference, the following documents filed or to be filed by Chico=s
FAS, Inc. (the ACompany@) with the Securities and Exchange Commission (the
ACommission@) are incorporated into and made a part of this Registration
Statement:
1. The Company's Annual Report on Form 10-K (Commission File No.
0-21258) for the Year Ended January 31, 1998, as filed with the
Commission on April 27, 1998.
2. All documents filed by the Company with the Commission subsequent to
the date of this Registration Statement under Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, and 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
into and made a part of this Registration Statement from the date of
filing of such documents with the Commission.
3. The description of the Common Stock of the Company contained on page
47 of the Company's Prospectus dated November 16, 1993, as filed
with the Commission under Rule 424(b) of the Securities Act of 1933,
which was a part of the Company's Registration Statement on Form S-1
(Registration Statement No. 33-70620), as amended and which was
incorporated by reference in the Company's Registration Statement on
Form 8-A as filed with the Commission under the Securities Exchange
Act of 1934 (Registration Statement No. 0-21258).
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that
II-1
<PAGE> 3
such person acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim as to which such person is
adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To
the extent that any officers or directors are successful on the merits or
otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or
directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his or her actions, or omissions to act, were material to the cause of
action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a
transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interests of the corporation in
a proceeding by or in the right of the corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder. Article VI of the
Company's By-laws provides that the Company shall indemnify any director,
officer or employee or any former director, officer or employee to the full
extent permitted by law.
The Company has purchased insurance with respect to, among other things,
the liabilities that may arise under the statutory provisions referred to above.
The directors and officers of the Company also are insured against certain
liabilities, including certain liabilities arising under the Securities Act of
1933, which might be incurred by them in such capacities and against which they
are not indemnified by the Company.
The Company has entered into indemnity agreements with each of its
directors and executive officers. The indemnity agreements create certain
indemnification obligations of the Company in favor of the directors and
executive officers and, as a permitted by applicable law, clarify and expand the
circumstances under which a director or executive officer will be indemnified.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ----- -----------
<S> <C>
4.1 Form of Non-Employee Director Stock Option Agreement
4.2 Form of Common Stock Certificate (incorporated herein by
reference to Exhibit 4 to the Company's Registration Statement
on Form S-1, Registration Statement No. 33-49400, as filed
with the Commission on August 18, 1992, as amended).
4.3 Amended and Restated Articles of Incorporation (incorporated
herein by reference to Exhibit 3.2 to the Company's Form 10-Q
for the Quarter ended September 1, 1992, as filed with the
Commission on October 15, 1992).
</TABLE>
II-2
<PAGE> 4
<TABLE>
Exhibit
Number Description
- ----- -----------
<S> <C>
4.4 Amended and Restated Bylaws (incorporated herein by reference
to Exhibit 3.4 to the Company's Form 10-Q for the Quarter
ended September 1, 1992, as filed with the Commission on
October 15, 1992).
5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill &
Mullis, as to the legality of the Common Stock being
registered
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill &
Mullis (contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Powers of Attorney (contained on signature page)
</TABLE>
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
II-3
<PAGE> 5
(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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(h) 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 provisions described in Item 6, 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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE> 6
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 Fort Myers, State of Florida, on the 28th day of
April, 1998.
Chico's FAS, Inc.
By: /s/ Marvin J. Gralnick
--------------------------------
Marvin J. Gralnick
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Chico=s FAS, Inc., a Florida corporation, for himself and not for
one another, does hereby constitute and appoint Marvin J. Gralnick, Charles J.
Kleman and Scott A. Edmonds, and each of them, a true and lawful attorney in his
name, place and stead, in any and all capacities, to sign his name to any and
all amendments, including post-effective amendments, to this registration
statement, with respect to the proposed issuance, sale and delivery of shares of
its Common Stock, and to cause the same to be filed with the Securities and
Exchange Commission, granting unto said attorneys and each of them full power
and authority to do and perform any act and thing necessary and proper to be
done in the premises, as fully to all intents and purposes as the undersigned
could do if personally present, and each of the undersigned for himself hereby
ratifies and confirms all that said attorneys or any one of them shall lawfully
do or cause to be done by virtue hereof.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Marvin J. Gralnick President, Chief Executive April 28, 1998
- --------------------------------------- Officer and Director
Marvin J. Gralnick (Principal Executive Officer)
/s/ Charles J. Kleman Chief Financial Officer, April 28, 1998
- --------------------------------------- Executive Vice President -
Charles J. Kleman Finance and Director
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ Helene B. Gralnick Director April 28, 1998
- ---------------------------------------
Helene B. Gralnick
/s/ Verna K. Gibson Director April 28, 1998
- ---------------------------------------
Verna K. Gibson
</TABLE>
II-5
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Ross E. Roeder Director April 28, 1998
- ---------------------------------------
Ross E. Roeder
/s/ John Burden Director April 28, 1998
- ---------------------------------------
John Burden
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
- -------
Number Description
- ------ -----------
<S> <C>
4.1 Form of Non-Employee Director Stock Option Agreement
4.2 Form of Common Stock Certificate (incorporated herein by reference to
Exhibit 4 to the Company's Registration Statement on Form S-1,
Registration Statement No. 33-49400, as filed with the Commission on
August 18, 1992, as amended).
4.3 Amended and Restated Articles of Incorporation (incorporated herein by
reference to Exhibit 3.2 to the Company's Form 10-Q for the Quarter
ended September 1, 1992, as filed with the Commission on October 15,
1992).
4.4 Amended and Restated Bylaws (incorporated herein by reference to
Exhibit 3.4 to the Company's Form 10-Q for the Quarter ended September
1, 1992, as filed with the Commission on October 15, 1992).
5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, as
to the legality of the Common Stock being registered
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis
(contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
</TABLE>
<PAGE> 1
EXHIBIT 4.1
NONEMPLOYEE DIRECTOR'S STOCK OPTION AGREEMENT
THIS AGREEMENT is made this ____ day of ______________, 199__but is
effective as of the ____ day of ____________, 199___, between CHICO'S FAS,
Inc., a Florida corporation ("Chico's") and ___________, a nonemployee member
of Chico's Board of Directors (the "Director").
W I T N E S S E T H
WHEREAS, the Director is now a member of Chico's Board of Directors
and Chico's desires to have the Director remain in its service and desires to
encourage stock ownership by the Director and to increase the Director's
proprietary interest in Chico's success; and as an inducement thereto has
determined to grant to the Director the option herein provided for, to the end
that the Director may thereby be assisted in obtaining an interest, or an
increased interest, as the case may be, in the stock ownership of Chico's.
NOW, THEREFORE, in consideration of the covenants and agreements
herein contained, the parties hereto hereby agree as follows:
1. Grant. Chico's hereby grants to the Director an option (the
"Option") to purchase __________ shares of Chico's common stock, par value $.01
per share ("Common Stock") at $_____ per share, both as adjusted pursuant to
Section 10 hereof.
2. Exercise. The Option may be exercised at any time during the
period hereinafter permitted by presentation at the principal offices of
Chico's in Ft. Myers, Florida of (a) written notice to Chico's advising Chico's
of the election of the Director to purchase the shares of Common Stock covered
by this Option and (b) payment of the aggregate option price therefor.
3. Period of Exercise. The Option is exercisable in whole or
from time to time in part during the period from ___________, 199___ through
__________, 200__, except as provided in Section 8 hereof.
4. Vesting Schedule. The Optionee's rights under the Option
shall vest 100% on ___________, 199__.
5. Requirements of Law. Chico's shall not be required to sell or
issue any shares under the Option if the issuance of such shares shall
constitute a violation of any provisions of any law or regulation of any
governmental authority. Specifically, in connection with the Securities Act of
1933 (the "Act"), upon exercise of the Option, unless a registration statement
under the Act is in effect with respect to the shares of Common Stock covered
by the Option, Chico's shall not be required to issue such shares unless
Chico's has received evidence reasonably satisfactory to the effect that the
Director is acquiring such shares for investment and not with a view to the
distribution thereof, and unless the certificate
<PAGE> 2
issued representing the shares of Common Stock bears the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933 AS AMENDED AND APPLICABLE STATE SECURITIES LAWS."
Any reasonable determination in this connection by Chico's shall be final,
binding and conclusive.
At such time as a registration statement under the Act is in effect
with respect to the shares of Common Stock represented by certificates bearing
the above legend or at such time as, in the opinion of counsel for Chico's,
such legend is no longer required solely for compliance with applicable
securities laws, then the holders of such certificates shall be entitled to
exchange such certificates for certificates representing a like number of
shares but without such legend. Chico's may, but shall in no event be
obligated to, register any securities covered hereby pursuant to the Act.
Chico's shall not be obligated to take any other affirmative action in order to
cause the exercise of the Option or the issuance of shares pursuant thereto to
comply with any law or regulation of any governmental authority.
6. Method of Payment. Payment shall be made:
(a) in United States dollars by certified check, or bank
draft or
(b) by tendering to Chico's Common Stock shares owned by
the person exercising the Option and having a fair market value equal
to the cash exercise price applicable to such Option, such fair market
value to be the closing price, on the date in question (or, if no
shares are traded on such day, on the next preceding day on which
shares were traded), of the Common Stock as reported on the Composite
Tape, or if not reported thereon, then such price as reported in the
trading reports of the principal securities exchange in the United
States on which such stock is listed, or if such stock is not listed
on a securities exchange in the United States, the mean between the
dealer closing "bid" and "ask" prices on the over-the-counter market
as reported by the National Association of Security Dealers Automated
Quotation System (NASDAQ), or NASDAQ's successor, or if not reported
on NASDAQ, the fair market value of such stock as determined by the
Board in good faith and based on all relevant factors, or
2.
<PAGE> 3
(c) by a combination of United States dollars and Common
Stock shares as aforesaid.
7. Transferability of Option. The Option shall not be
transferable by the Director otherwise than by will or the laws of descent and
distribution, and shall be exercisable during his lifetime only by him.
8. Termination of Service, Death, Disability and Change in
Control. Except as may be otherwise expressly provided in this Agreement, the
Option herein granted shall terminate and all rights to exercise hereunder
shall terminate (a) immediately in the event of the Director's discontinuance
of service on Chico's Board of Directors as a result of his or her removal for
cause and (b) seven (7) months after the date of the Director's discontinuance
of service on Chico's Board of Directors for any other reason, other than
death, disability or retirement.
In the event of the death, disability or retirement of the Director
while a member of the Board of Directors and before the date of expiration of
the Option, the Option shall terminate and all rights to exercise hereunder
shall terminate on the earlier of such date of expiration or one year following
the date of such death, disability or retirement. After the death of the
Director, his executors or administrators, or any person or persons to whom the
Option may be transferred by will or by the laws of descent and distribution,
shall have the right, at any time prior to such termination, to exercise the
Option pursuant to the terms of this Agreement.
If there shall occur a change in control of Chico's while any shares
of Common Stock remain subject to this Option, then the Option shall become
immediately exercisable without regard to Section 2 hereof and such
exercisability shall terminate only pursuant to Section 2 hereof without regard
to the other provisions of this Section 8. For purposes of this Agreement, a
"change in control" of Chico's shall mean a change in control of a nature that
would be required to reported in response to Item 5(f) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1931 (the
"Exchange Act") as in effect on the date hereof; provided, that, without
limitation, such a change in control shall be deemed to have occurred if (i)
any "person" (as such term is used in Section 13(d) and 14(d)(2) of the
Exchange Act and other than the persons who are directors on the date of this
Agreement) is or becomes the beneficial owner, directly or indirectly, of
securities of Chico's representing 20% or more of the combined voting power of
Chico's then outstanding securities or (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of Chico's cease for any reason to constitute at least a
majority thereof.
3.
<PAGE> 4
9. No Rights as Stockholder. The Director shall have no
rights as a stockholder with respect to shares covered by the Option until the
date of issuance of a stock certificate for such shares; no adjustment for
dividends, or otherwise, except as provided in Section 10, shall be made if the
record date therefor is prior to the date of exercise of such option.
10. Stock Adjustments.
(a) In the event of any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split
or other division or consolidation of shares or the payment of a stock
dividend (but only on the Common Stock) or any other increase or
decrease in the number of such shares effected without any receipt of
consideration by Chico's, then, in any such event, the number of
shares of Common Stock covered by the Option, and the purchase price
per share of Common Stock covered by the Option shall be
proportionately and appropriately adjusted for any such increase or
decrease.
(b) Subject to any required action by the stockholders,
if any change occurs in the shares of Common Stock by reason of any
recapitalization, reorganization, merger, consolidation, split-up,
combination or exchange of shares, or of any similar change affecting
the shares of Common Stock, then, in any such event, the number and
type of shares covered by the Option, and the purchase price per share
of Common Stock covered by the Option, shall be proportionately and
appropriately adjusted for any such change. A dissolution or
liquidation of Chico's shall cause each outstanding Option to
terminate.
(c) In the event of a change in the Common Stock as
presently constituted that is limited to a change of all of its
authorized shares with par value into the same number of shares with a
different par value or without par value, the shares resulting from
any change shall be deemed to be shares of Common Stock within the
meaning of this Agreement.
(d) To the extent that the foregoing adjustments relate
to stock or securities of Chico's, such adjustments shall be made by,
and in the discretion of, the Board, whose determination in that
respect shall be final, binding and conclusive.
(e) Except as hereinabove expressly provided in this
Section 10, the Director shall have no rights by reason of any
division or consolidation of shares of stock of any class or the
payment of any stock dividend or any other increase or decrease in the
number of shares of stock of any class or by reason of any
dissolution, liquidation, merger or consolidation, or spin-off of
assets or stock of another corporation; and any issuance by Chico's of
shares of stock of any class, securities
4.
<PAGE> 5
convertible into shares of stock of any class, or warrants or options
for shares of stock of any class shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to the Option.
(f) The grant of this Option shall not affect in any way
the right or power of Chico's to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to
merge or to consolidate, or to dissolve, to liquidate, to sell, or to
transfer all or any part of its business or assets.
11. Withholding. It shall be a condition to the obligation of
Chico's to issue Common Stock shares upon exercise of an Option, that the
Director (or any beneficiary or person entitled to act under Section 8 above)
pay to Chico's, upon its demand, such amount as may be requested by Chico's for
the purpose of satisfying any liability to withhold federal, state, local or
foreign income or other taxes. If the amount requested is not paid, Chico's
may refuse to issue Common Stock shares.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
CHICO'S FAS, INC.
By:_________________________________
President
_____________________________________
________________, Director
5.
<PAGE> 1
TAMPA
E-MAIL ADDRESS:
DIRECT LINE (813) 227-7457 [email protected]
April 28, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549
RE: Chico's FAS, Inc.
-- Non-Employee Directors Stock Option
Program and Agreements
Registration Statement on Form S-8
Ladies and Gentlemen:
We have represented Chico's FAS, Inc. (the "Company") in connection
with the Company's Registration Statement on Form S-8 (the "S-8 Registration
Statement") relating to the offering by the Company (the "Offering") of 182,000
shares of the Company's common stock pursuant to a Non-Employee Directors Stock
Option Program and the related stock option agreements (the AStock Option
Program@). This opinion is being provided as Exhibit 5 to the S-8 Registration
Statement.
In our capacity as counsel to the Company in connection with the S-8
Registration Statement and the Offering, we have examined and are familiar with:
(a) the Company=s Amended and Restated Articles of Incorporation and Amended
Restated Bylaws, as currently in effect; (2) the Non-Employee Directors Stock
Option Program and the related stock option agreements; (3) the S-8 Registration
Statement and (4) such other corporate records and documents and instruments as
in our opinion are necessary for relevant as basis for the opinions expressed
below.
As to various questions of fact material to our opinion, we have relied
without independent investigation on statements or certificates of officials and
representatives of the Company, the Department of State of the State of Florida
and others. In all such examinations, we have assumed the genuineness of all
signatures on original and certified documents in conformity to original and
certified documents of all copies submitted to us as conformed, photostatic or
other exact copies.
We express no opinion as to the law of any jurisdiction other than of
the State of Florida and the federal laws of the United States of America.
<PAGE> 2
Securities and Exchange Commission
April 28, 1998
Page 2
Based upon and in reliance on the foregoing, we are of the opinion
that:
1. The Company is a duly organized and existing corporation under
the laws of the State of Florida and its status is active.
2. The Stock Option Agreements issued pursuant to the
Non-Employee Director Stock Option Program have been duly and
legally authorized by all required corporate action.
3. When the following events shall have occurred:
a. the S-8 Registration Statement shall have become
effective in accordance with the Securities Act of
1933, as amended;
b. the options covering shares of Common Stock shall
have been granted and exercised as contemplated under
the Stock Option Agreements;
c. the consideration specified in the Stock Option
Agreements shall have been received; and
d. the Certificates representing such shares shall have
been duly executed, countersigned and issued by and
on behalf of the Company,
the shares of Common Stock so offered and sold in the offering will be duly
authorized, validly issued, fully paid and non-assessable shares of the Stock of
the Company.
This firm hereby consents to the filing of this opinion as an Exhibit
to the S-8 Registration Statement.
Sincerely,
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill
& Mullis, Professional Association
By:/s/ Gary I. Teblum
--------------------------------------
Gary I. Teblum
GIT/lam
Enc.
<PAGE> 1
Exhibit 23.2
CONSENT TO USE OF REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
March 3, 1998, incorporated by reference in Chico's FAS, Inc.'s Form 10-K for
the fiscal year ended January 31, 1998, and to all references to our Firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
Tampa, Florida
April 27, 1998
