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REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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THE J. JILL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-2973769
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
4 BATTERYMARCH PARK
QUINCY, MA 02169
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
THE J. JILL GROUP, INC. AMENDED 1998 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
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GORDON R. COOKE
President, Chief Executive Officer and Chairman of the Board of Directors
The J. Jill Group, Inc.
4 Batterymarch Park
Quincy, Massachusetts 02169
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(617) 376-4300
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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WITH COPIES TO:
Peter M. Rosenblum, Esquire
David R. Pierson, Esquire
Foley, Hoag & Eliot LLP
Boston, Massachusetts 02109
(617) 832-1000
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT TO BE MAXIMUM MAXIMUM AMOUNT OF
REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED (SHARES) PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock ($.01 par value) 250,000 $15.84375(1) $3,960,937.50(1) $1,045.69(1)
====================================================================================================================
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(1) Estimated pursuant to Rule 457(c) and (h) based on the average of the high
and low prices of our Common Stock as reported on the Nasdaq Stock Market
on November 24, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is registering additional shares of common
stock, par value $.01 per share, of The J. Jill Group, Inc. (the "Company")
issuable pursuant to the Company's Amended 1998 Employee Stock Purchase Plan for
which a registration statement filed on Form S-8, File No. 333-53917, is already
effective.
The contents of the Company's Registration Statement on Form S-8, File
No. 333-53917, as filed with the Securities and Exchange Commission on May 29,
1998, is incorporated herein by reference.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation (included as Exhibit
4.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 25, 1993, File No. 0-22480, and
incorporated herein by reference).
4.2 Certificate of Amendment of Restated Certificate of
Incorporation (filed as Exhibit 3.2 to the Company's
quarterly report on Form 10-Q for the quarter ended June 26,
1999, File No. 000-22480 and incorporated herein by
reference).
4.3 By-Laws of the Company (filed as Exhibit 99.1 to the
Company's current report on Form 8-K dated November 19, 1999,
File No. 000-22480 and incorporated herein by reference).
5.1 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page).
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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 Quincy, Commonwealth of Massachusetts, on this 30th
day of November, 2000.
THE J. JILL GROUP, INC.
By: /s/ Gordon R. Cooke
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Gordon R. Cooke
President, Chief Executive Officer and
Chairman of the Board of Directors
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Gordon R. Cooke and Olga L. Conley, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his 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 all 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 which
they, or any of them, may deem necessary or advisable to be done in connection
with this registration statement, 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 any substitute or substitutes
for any or all of them, may 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.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Gordon R. Cooke President, Chief Executive Officer and
----------------------------------------- Chairman of the Board of Directors (principal November 30, 2000
Gordon R. Cooke executive officer)
Senior Vice President--Finance, Chief
/s/ Olga L. Conley Financial Officer and Treasurer November 30, 2000
----------------------------------------- (principal financial officer)
Olga L. Conley
/s/ William E. Engbers
----------------------------------------- Director November 30, 2000
William E. Engbers
/s/ Brett D. Heffes
----------------------------------------- Director November 30, 2000
Brett D. Heffes
/s/ Thomas J. Litle
----------------------------------------- Director November 30, 2000
Thomas J. Litle
/s/ Ruth M. Owades
----------------------------------------- Director November 30, 2000
Ruth M. Owades
/s/ Samuel L. Shanaman
----------------------------------------- Director November 30, 2000
Samuel L. Shanaman
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
4.1 Restated Certificate of Incorporation (included as
Exhibit 4.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 25, 1993,
File No.
0-22480, and incorporated herein by reference).
4.2 Certificate of Amendment of Restated Certificate of
Incorporation (filed as Exhibit 3.2 to the
Company's quarterly report on Form 10-Q for the
quarter ended June 26, 1999, File No. 000-22480 and
incorporated herein by reference).
4.3 By-Laws of the Company (filed as Exhibit 99.1 to
the Company's current report on Form 8-K dated
November 19, 1999, File No. 000-22480 and
incorporated herein by reference).
5.1 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature
page).
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