<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1998
Registration Statement No.33-
================================================================================
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
11215 METRO PARKWAY
FORT MYERS, FLORIDA 33912
(941) 277-6200
(Name, address, including zip code, and 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 Registration Fee
Price(1)
=======================================================================================================================
<S> <C> <C> <C>
Common Stock. . . . . . . . 15,000 shs. $23.3125 $ 349,687.50 $97.21
=======================================================================================================================
</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 on the NASDAQ National Market System on
December 21, 1998.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE.
This Registration Statement registers additional securities of the same class as
other securities for which a Registration Statement filed on Form S-8 relating
to the Non-Employee Directors' Stock Option Program is already effective.
Pursuant to General Instruction E of this form, the contents of the Company's
previous registration statement (Registration Statement No. 333-51297) are
incorporated herein by reference.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, Professional Association, as to
the legality of the Common Stock being registered.
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, Professional Association
(contained in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney (contained in signature page).
</TABLE>
II-2
<PAGE> 3
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 21st day of
December, 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., 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 December 21, 1998
- ---------------------------- Officer and Director (Principal
Marvin J. Gralnick Executive Officer)
/s/ Charles J. Kleman Chief Financial Officer, December 21, 1998
- ---------------------------- Executive Vice President -
Charles J. Kleman Finance and Director (Principal
Financial Officer and Principal
Accounting Officer)
/s/ Helene B. Gralnick Director December 21, 1998
- ----------------------------
Helene B. Gralnick
</TABLE>
II-3
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Verna K. Gibson Director December 21, 1998
- -----------------------------
Verna K. Gibson
/s/ Ross E. Roeder Director December 21, 1998
- -----------------------------
Ross E. Roeder
/s/ John Burden Director December 21, 1998
- -----------------------------
John Burden
</TABLE>
II-4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------- -----------
<S> <C>
5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, Professional Association,
as to the legality of the Common Stock being registered.
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, Professional Association
(contained in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney (contained in signature page).
</TABLE>
<PAGE> 1
EXHIBIT 5
[Trenam, Kemker, et al. Letterhead]
December 21, 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
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 an
additional 15,000 shares of the Company's Common Stock under the Company's
Non-Employee Directors' Stock Option Program (the "Plan"). 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:
(1) the Company's Articles of Incorporation and Bylaws, each as currently in
effect, (2) the Plan, (3) the S-8 Registration Statement and (4) such other
corporate records and documents and instruments as in our opinion are necessary
or relevant as the 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 and the 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.
Based upon and in reliance on the foregoing, we are of the opinion that:
<PAGE> 2
SECURITIES AND EXCHANGE COMMISSION December 21, 1998
PAGE 2
- --------------------------------------------------------------------------------
1. The Company is a validly existing corporation under the laws of the
State of Florida and its status is active.
2. The Plan has 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 in the Plan;
c. the consideration specified in the Plan and in the instrument of
grant covering options granted under the Plan shall have been
received; and
d. the certificates representing such shares shall have been duly
executed, counter-signed and issued by or 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 capital
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
<PAGE> 1
EXHIBIT 23.2
[Arthur Andersen LLP Letterhead]
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
December 17, 1998
