Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
THE TALBOTS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 2337 41-1111318
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Code Number) Identification No.)
175 BEAL STREET
HINGHAM, MASSACHUSETTS 02043
(617) 749-7600
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
THE TALBOTS, INC. 1995 DIRECTORS STOCK OPTION PLAN
Edward L. Larsen
The Talbots, Inc.
175 Beal Street
Hingham, Massachusetts 02043
(617) 749-7600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Warren J. Casey, Esq.
Pitney, Hardin, Kipp & Szuch
200 Campus Drive
Florham Park, New Jersey 07932
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- --------------------- ----------------- ----------------- -------------------------------------------
Title of Each
Class of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Aggregate Amount of
Registered Registered Per Unit (1) Offering Price (1) Registration Fee
- --------------------- ----------------- ----------------- -------------------- ======================
Common Stock, par
value $.01 per share 130,000 $32.6875 $4,249,700.00 $1,466.00
- --------------------- ----------------- ----------------- -------------------- ======================
(1) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(h) based upon the
maximum estimated offering price of the Common Stock of The Talbots, Inc.
on June 4, 1996.
=====================================================================================================
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document or documents containing the information specified in Part
I of Form S-8 will be sent or given by The Talbots, Inc. (the "Registrant") to
the directors eligible to participate in the 1995 Directors Stock Option Plan as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements, pursuant to Rule 424
under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document filed by the Registrant with the Commission is
incorporated herein by reference:
The Registrant's Annual Report on Form 10-K for
Registrant's fiscal year ended February 3, 1996,
filed with the Commission on May 3, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), 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 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 such 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. The Common Stock, $.01 par value per share, of the
Registrant is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Delaware corporation. Pursuant to Section 102 of
the General Corporation Law of the State of Delaware the Registrant has provided
in its Certificate of Incorporation that no director shall be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except in cases where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowing violation of law, authorized the unlawful payment of a dividend or
approved an unlawful stock repurchase or obtained an improper personal benefit.
Section 145 of the General Corporation Law of the State of Delaware
provides, generally, that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any suit or
proceeding because such person is or was a director, officer, employee or agent
of the corporation or was serving, at the request of the corporation, as a
director, officer, employee or agent of another corporation against all costs
actually and reasonably incurred by him in connection with such suit or
proceeding if he acted in good faith and in a manner he reasonably believed was
not opposed to the best interests of the corporation. Similar indemnity is
permitted to be provided to such persons in connection with an action or suit by
or in the right of a corporation, provided such person acted in good faith and
in a manner he believed to be not opposed to the best interests of the
corporation, and provided further that such person shall not have been adjudged
liable for negligence or misconduct in the performance of his duty to the
corporation.
Section 6.4 of Article VI of the Bylaws of the Registrant provides in
effect that the Registrant shall indemnify its directors, officers and employees
to the extent permitted by Section 145 of the General Corporation Law of the
State of Delaware.
A U.S. Purchase Agreement among Merrill Lynch & Co., Goldman Sachs &
Co., Morgan Stanley & Co. Incorporated and the Registrant, and an International
Purchase Agreement among Merrill Lynch International Limited, Goldman Sachs
International Limited, Morgan Stanley International and the Registrant, each
dated November 18, 1993, provide for indemnification of the directors and
certain officers of the Registrant by certain underwriters against certain civil
liabilities, including liabilities under the Securities Act.
Employment agreements between the Registrant and each of Messrs. Arnold
B. Zetcher and Clark J. Hinkley, respectively, provide for indemnification of
Mr. Zetcher and Mr.Hinkley by the Registrant against certain liabilities arising
by reason of the position of Mr. Zetcher or Mr.Hinkley as an officer or director
of the Registrant.
A policy of directors' and officers' liability insurance is maintained
by the Registrant which indemnifies directors and officers for losses as a
result of claims based upon certain acts or omissions as directors and officers
of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description of Document
- ------ -----------------------
*4 1 --Certificate of Incorporation, as amended, of the Registrant.
*4.2 --Bylaws of the Registrant.
*4.3 --Form of Common Stock certificate of the Registrant.
5.1 --Undertaking of the Registrant (set forth in Item 9 of this
Registration Statement).
5.2 --Opinion of Pitney, Hardin, Kipp & Szuch.
23.1 --Consent of Deloitte & Touche LLP.
24 --Powers of Attorney (set forth on signature page of this
Registration Statement).
<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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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;
(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 registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the 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 the time shall be
deemed to be the initial bona fide offering thereof.
(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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(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 Securities and Exchange
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.
<PAGE>
POWER OF ATTORNEY
Each person whose signature to the Registration Statement appears below
hereby appoints Arnold B. Zetcher, Clark J. Hinkley and Edward L. Larsen, and
each individually, as his attorney-in-fact to sign on his behalf individually
and in the capacity stated below and to file all subsequent amendments to this
Registration Statement, which amendments may make such changes and additions to
this Registration Statement as such attorney-in-fact may deem necessary or
appropriate.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all 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 Town of Hingham, State of Massachusetts, on this 10th
day of June, 1996.
THE TALBOTS, INC.
By: /s/ Edward L. Larsen
---------------------------------
Edward L. Larsen
Senior Vice President, Finance
Chief Financial Officer and Treasurer
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.
/s/ Arnold B. Zetcher
--------------------- President and Chief Executive Officer June 10, 1996
Arnold B. Zetcher and Director
/s/ Edward L. Larsen
--------------------- Senior Vice President, June 10, 1996
Edward L. Larsen Finance, Chief Financial
Officer and Treasurer (Principal
Financial and Accounting Officer)
<PAGE>
Chairman of the Board of Directors ________, 1996
- ----------------------
Takuya Okada
- ---------------------- Director ________, 1996
Eiji Akiyama
/s/ Clark J. Hinkley
- ---------------------- Director June 10, 1996
Clark J. Hinkley
/s/ Masaharu Isogai
- ---------------------- Director June 10, 1996
Masaharu Isogai
/s/ Elizabeth T. Kennan
- ---------------------- Director June 10, 1996
Elizabeth T. Kennan
- ---------------------- Director ________, 1996
Motoya Okada
/s/ Mark H. Willes
- ---------------------- Director June 10, 1996
Mark H. Willes
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description of Document Pages
- ------ ----------------------- -----
*4.1 -Certificate of Incorporation of Registrant, as amended
*4.2 -Bylaws of the Registrant
*4.3 -Form of Common Stock Certificate of Registrant
5.1 -Undertaking of the Registrant (set forth in Item 9 of
this Registration Statement)
5.2 -Opinion of Pitney, Hardin, Kipp & Szuch 8
23.1 -Consent of Deloitte & Touche LLP 9
24 -Powers of Attorney (set forth on signature page of this
Registration Statement)
- ------------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-69082).
Exhibit 5.2
June 10, 1996
The Talbots, Inc.
175 Beal Street
Hingham, Massachusetts 02043
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") by The Talbots, Inc. (the "Company") relating to
130,000 shares of the Company's Common Stock, par value $.01 per share (the
"Securities") to be offered pursuant to the Company's 1995 Directors Stock
Option Plan (the "Plan").
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such corporate records, documents,
agreements, instruments and certificates of public officials of the State of
Delaware and of officers of the Company as we have deemed necessary or
appropriate in order to express the opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that, when the
Registration Statement has become effective under the Securities Act of 1933, as
amended (the "Act"), and the Securities have been duly issued as contemplated by
the Registration Statement and the Plan and for the consideration determined in
accordance with the terms of the Plan, the Securities will be validly issued,
fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the
United States and the General Corporation Law of the State of Delaware, and we
are expressing no opinion as to the effect of the laws of any other
jurisdiction.
We hereby consent to the use of this opinion as an Exhibit to
the Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Act, or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Pitney, Hardin, Kipp & Szuch
PITNEY, HARDIN, KIPP & SZUCH
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
- -----------------------------------------
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated March 14, 1996, appearing in the Annual Report on
Form 10-K of The Talbots, Inc. for the year ended February 3, 1996.
/s/ Deloitte & Touche LLP
- --------------------------
May 31, 1996
DELOITTE & TOUCHE LLP
Boston, Massachusetts
