As filed with the Securities and Exchange Commission on August 28, 2000
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
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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered Price Per Share(1) Aggregate Offering Price(1) Registration Fee
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock. . . . . . . 30,000 shares $32.00 $ 960,000.00 $263.09
=========================================================================================================================
</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
August 23, 2000.
<PAGE>
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.
Exhibit
Number Description
------- -----------
4.1 Amended and Restated Articles of Incorporation, as amended.
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).
<PAGE>
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
August, 2000.
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 August 28, 2000
---------------------------------- Officer and Director (Principal
Marvin J. Gralnick Executive Officer)
/s/ Charles J. Kleman Chief Financial Officer, August 28, 2000
---------------------------------- Executive Vice President -
Charles J. Kleman Finance and Director
(Principal Financial Officer
and Principal Accounting
Officer)
/s/ Helene B. Gralnick Director August 28, 2000
----------------------------------
Helene B. Gralnick
</TABLE>
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Verna K. Gibson Director August 28, 2000
----------------------------------
Verna K. Gibson
/s/ Ross E. Roeder Director August 28, 2000
----------------------------------
Ross E. Roeder
/s/ John Burden Director August 28, 2000
----------------------------------
John Burden
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 Amended and Restated Articles of Incorporation, as amended.
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).
