As filed with the Securities and Exchange Commission on August 1, 2000
Registration No. _____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE TALBOTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 41-1111318
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
175 Beal Street
Hingham, Massachusetts 02043
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(Address, including zip code of registrant's principal executive offices)
The Talbots, Inc. Restated Directors Stock Plan
-----------------------------------------------
(formerly The Talbots, Inc. 1995 Directors Stock Option Plan)
(Full title of the Plan)
Richard T. O'Connell, Jr.
Secretary
The Talbots, Inc.
175 Beal Street
Hingham, Massachusetts 02043
(914) 934-8877
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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With a Copy to:
Warren J. Casey, Esq.
Pitney, Hardin, Kipp & Szuch LLP
P.O. Box 1945
Morristown, New Jersey 07962
(973) 966-6300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================= ====================== ======================= ====================== ======================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered Registered (1)(2) offering price aggregate offering Registration fee
per share (3) Price
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share 400,000 $52.78 $21,112,000.00 $5,573.57
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee based
upon the Registrant's current estimate of shares of Common Stock issuable
pursuant to The Talbots, Inc. Restated Directors Stock Plan (the "Restated
Directors Plan"). Also includes, pursuant to Rule 416(b) under the Securities
Act of 1933, as amended (the "Securities Act"), additional shares of Common
Stock that may be issuable pursuant to anti-dilution provisions of the Restated
Directors Plan.
(2) Does not include 130,000 shares of Common Stock issuable upon the exercise
of options granted under The Talbots, Inc. 1995 Directors Stock Option Plan,
which were previously registered pursuant to the Registration Statement on Form
S-8 filed on June 10, 1996 (Registration No. 333-05643). The Registrant paid a
filing fee of $1,466.00.
(3) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(c) and Rule 457(h) under
the Securities Act based on the average high and low prices of the Registrant's
Common Stock as reported on the New York Stock Exchange on July 26, 2000.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 has been filed by The Talbots,
Inc. in order to register an additional 400,000 shares of Common Stock issuable
under the Registrant's amended and restated directors stock plan (the "Restated
Directors Plan"), which plan was initially adopted in 1995 (the "1995 Plan").
A total of 130,000 shares of Common Stock was initially authorized
under the 1995 Plan, of which only 20,000 shares currently remain available for
future grants of options or other awards. The Restated Directors Plan authorizes
an additional 400,000 shares of Common Stock for issuance under the Restated
Directors Plan.
The material changes from the 1995 Plan are (i) allowing for the grant
of stock awards; (ii) expressly providing for the right of a director to tender
shares or to have shares withheld for satisfaction of tax withholding
obligations; (iii) providing the Board of Directors with the discretion to amend
from time to time the schedule of directors receiving options under the plan as
well as the amount, timing, vesting and exercise period of such options; and
(iv) providing that in the event of a "change in control" of the Company, in
addition to the assumption or substitution of unvested options by a successor
corporation, all unvested options would immediately vest and all restrictions on
any stock awards would lapse.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in this Part I
will be sent or given to directors eligible to participate in the Restated
Directors Plan as specified by Rule 428(b)(1) under the Securities Act. Such
documents need not be 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. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended January 29,
2000, filed with the Commission on April 28, 2000.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended April
29, 2000, filed with the Commission on June 13, 2000.
3. The Company's Current Report on Form 8-K filed with the Commission on
April 25, 2000, reporting the Retirement Savings Voluntary Plan Trust
Agreement with American Express Trust Company, the Fourth Extension of
the Share Repurchase Program with JUSCO (U.S.A.), Inc., and the
extension of various credit agreements.
4. The Company's Current Report on Form 8-K filed with the Commission on
May 18, 2000, reporting the extension of various credit agreements.
5. The Company's Current Report on Form 8-K filed with the Commission on
June 12, 2000, reporting the credit facility renewal with the Hongkong
and Shanghai Banking Corporation Limited, the filing of a Certificate
of Amendment of the Company's Certificate of Incorporation increasing
the number of authorized shares of the Company's common stock, and the
adoption of the Restated Directors Stock Plan.
6. The Company's Current Report on Form 8-K filed with the Commission on
June 30, 2000, reporting the Fifth Extension of the Share Repurchase
Program with JUSCO (U.S.A.), Inc.
All documents filed by the Registrant after the date of this
Registration Statement 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, hereby are incorporated herein by reference and shall be deemed 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.
Incorporation by reference to the Registrant's Registration Statement
on Form S-8 filed with the Commission on June 10, 1996.
ITEM 5. Interests of Named Experts and Counsel.
Incorporation by reference to the Registrant's Registration Statement
on Form S-8 filed with the Commission on June 10, 1996.
ITEM 6. Indemnification of Directors and Officers.
Incorporation by reference to the Registrant's Registration Statement
on Form S-8 filed with the Commission on June 10, 1996.
ITEM 7. Exemption from Registration Claimed.
Incorporation by reference to the Registrant's Registration Statement
on Form S-8 filed with the Commission on June 10, 1996.
ITEM 8. Exhibits.
5 Opinion of Pitney, Hardin, Kipp & Szuch LLP
10.34 Restated Directors Stock Plan (incorporated by reference from the
Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 12, 2000)
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Pitney, Hardin, Kipp & Szuch LLP (included in
Exhibit 5 hereto)
24 Power of Attorney (included on signature page hereto)
ITEM 9. Undertakings.
Incorporation by reference to the Registrant's Registration Statement
on Form S-8 filed with the Commission on June 10, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 August 1,
2000.
THE TALBOTS, INC.
EDWARD L. LARSEN
By: _____________________________________
Edward L. Larsen
Senior Vice President, Finance
Chief Financial Officer and Treasurer
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of the Registrant hereby severally constitutes and appoints Edward
L. Larsen their true and lawful attorney-in-fact for the undersigned, in any and
all capacities, with full power of substitution, to sign any and all amendments
to this Registration Statement (including any post-effective amendments), and to
file the same with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could in person, hereby ratifying and
confirming all that said attorney-in-fact may lawfully do or cause to be done by
virtue hereof.
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<CAPTION>
Signature Title
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<S> <C>
ARNOLD B. ZETCHER President, Chief Executive Officer
------------------------------------------- and Chairman of the Board
Arnold B. Zetcher
EDWARD L. LARSEN Senior Vice President, Finance, Chief
-------------------------------------------- Financial Officer and Treasurer
Edward L. Larsen
H. JAMES METSCHER
-------------------------------------------- Executive Vice President and
H. James Metscher Chief Merchandising Officer and Director
------------------------------------------- Director
Yoichi Kimura
------------------------------------------- Director
Toshiji Tokiwa
ELIZABETH T. KENNAN
------------------------------------------- Director
Elizabeth T. Kennan
------------------------------------------- Director
Motoya Okada
ISAO TSURUTA
------------------------------------------- Director
Isao Tsuruta
MARK H. WILLES
------------------------------------------- Director
Mark H. Willes
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit 5 Opinion of Pitney, Hardin, Kipp & Szuch LLP
Exhibit 10.34 Restated Directors Stock Plan (incorporated by reference from
the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 12, 2000)
Exhibit 23(a) Consent of Deloitte & Touche LLP
Exhibit 23(b) Consent of Pitney, Hardin, Kipp & Szuch LLP (included in
Exhibit 5 hereto)
Exhibit 24 Power of Attorney (included on signature page hereto)
