<PAGE> 1
As filed with the Securities and Exchange Commission on September 25, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICAN EAGLE OUTFITTERS, INC.
(Exact name of Registrant as specified in its charter)
Ohio 25-1724320
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
150 Thorn Hill Drive
Warrendale, Pennsylvania 15086
(Address of Registrant's principal executive offices)
AMERICAN EAGLE OUTFITTERS, INC.
1994 RESTRICTED STOCK PLAN
(Full Title of the Plan)
Dale E. Clifton
Vice President, Controller, and Chief Accounting Officer
American Eagle Outfitters, Inc.
150 Thorn Hill Drive
Warrendale, Pennsylvania 15086
(412) 776-4857
(Name, address and telephone number of agent for service)
Copies of Correspondence to:
Neil Bulman Jr., Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share* Price* Fee*
- ------------------- ------------ ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock,
without par value..... 15,000 $22.50 $337,500.00 $117.00
</TABLE>
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of American
Eagle Common Stock as reported on the Nasdaq National Market System on September
23, 1996.
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of American Eagle Common Stock, without par value, as may be
issuable pursuant to future stock dividends, stock splits or similar
transactions.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the American
Eagle Outfitters, Inc. 1994 Restricted Stock Plan, specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents are
not filed as part of this Registration Statement in accordance with the Note to
Part I of the Form S-8 Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The contents of a Form S-8 Registration Statement, dated May 25,
1994, File No. 33-79350, are incorporated herein by reference.
II-1
<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 Columbus, State of Ohio, on September 24, 1996.
AMERICAN EAGLE OUTFITTERS, INC.
By: *Jay L. Schottenstein
--------------------------------------------------------------
Jay L. Schottenstein, Chairman and Chief Executive Officer
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>
*Jay L. Schottenstein Chairman of the Board of Directors and ) September 24, 1996
- --------------------- Chief Executive Officer )
Jay L. Schottenstein (Principal Executive Officer) )
)
Vice Chairman of the Board of Directors ) September 24, 1996
- --------------------- )
Saul Schottenstein )
)
*George Kolber Vice Chairman of the Board of Directors ) September 24, 1996
- --------------------- and Chief Operating Officer )
George Kolber )
)
*Dale E. Clifton Vice President, Controller, and ) September 24, 1996
- --------------------- Chief Accounting Officer )
Dale E. Clifton (Principal Accounting Officer) )
)
*Laura A. Weil Executive Vice President and Chief ) September 24, 1996
- --------------------- Financial Officer (Principal Financial )
Laura A. Weil Officer) )
)
*Martin P. Doolan Director ) September 24, 1996
- --------------------- )
Martin P. Doolan )
)
*Thomas R. Ketteler Director ) September 24, 1996
- --------------------- )
Thomas R. Ketteler )
</TABLE>
II-2
<PAGE> 4
<TABLE>
<S> <C> <C>
*John L. Marakas Director ) September 24, 1996
- --------------------- )
John L. Marakas )
)
*David W. Thompson Director ) September 24, 1996
- --------------------- )
David W. Thompson )
</TABLE>
*By: /s/ Neil Bulman, Jr.
--------------------------------------
Neil Bulman, Jr., attorney-in-fact
for each of the persons indicated
II-3
<PAGE> 5
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN EAGLE OUTFITTERS, INC.
EXHIBITS
<PAGE> 6
EXHIBIT INDEX
Pagination By
Sequential
Exhibit Exhibit Numbering
Number Description System
- ------- ----------- -------------
4(a) * Form of Restricted Stock Agreement.
4(b) First Amended and Restated Articles of Incorporation
of American Eagle Outfitters, Inc., as amended
(Exhibit 4(d) to Registration Statement on Form S-8
(Registration No. 33-79350), and incorporated herein
by reference).
5 * Opinion of Porter, Wright, Morris & Arthur regarding
legality.
15 * Acknowledgment of Ernst & Young LLP Related to Unaudited
Interim Information.
23(a) Consent of Porter, Wright, Morris & Arthur (included
in Exhibit 5 filed herewith)
23(b) * Consent of Ernst & Young LLP.
24 * Powers of Attorney.
- -----------------
* Filed with this Registration Statement
<PAGE> 1
AMERICAN EAGLE OUTFITTERS, INC.
-------------------------------
EXHIBIT 4(a)
-------------------------------------
<PAGE> 2
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (the "Agreement") is entered into
this ___ day of _______, 1996, and between, American Eagle Outfitters, Inc., an
Ohio corporation (the "Company"), and _____________________, a service provider
to the Company ("Holder").
RECITALS
The Company desires to provide Holder with an ownership interest in
the Company and an incentive to contribute to the growth and profits of the
Company and to recognize Holder's service to the Company.
AGREEMENT
1. ISSUE OF BONUS SHARES. In consideration of Holder's prior and
continuing contributions to the Company, the Company hereby agrees to issue to
Holder __________ common shares, without par value, of the Company (the
"Shares"), subject to all of the terms and conditions set forth in this
Agreement. A certificate or certificates for the Shares shall be issued in
Holder's name and Holder shall thereupon be a shareholder with respect to all of
the Shares represented by such certificate or certificates and shall have all of
the rights of a shareholder with respect to the Shares, including the right to
vote the Shares and to receive all dividends and other distributions paid with
respect to the Shares; provided, however, that the Shares shall be subject to
the restrictions hereinafter described. Certificates representing Shares shall
be imprinted, in conspicuous type, with the following legend:
THE SALE, EXCHANGE, TRANSFER, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE AND ANY INTEREST THEREIN IS RESTRICTED BY AN
AGREEMENT, DATED AS OF ___________ ____, 1996, BETWEEN
THE CORPORATION AND THE HOLDER OF THIS CERTIFICATE, A
COPY OF WHICH IS LOCATED AT THE OFFICE OF THE SECRETARY
OF THE CORPORATION. THE SECRETARY OF THE CORPORATION
WILL MAIL WITHOUT CHARGE TO A SHAREHOLDER, WITHIN FIVE
DAYS AFTER WRITTEN REQUEST THEREFOR FROM SUCH
SHAREHOLDER, A COPY OF SUCH AGREEMENT.
Issuance of the Shares shall occur as soon as practicable following
approval of such issuance by the shareholders of the Company in accordance with
the rules and procedures of the National Association of Securities Dealers, Inc.
The Company agrees to take appropriate steps to comply with such rules and
procedures.
2. ESCROW AGENT. Holder shall, immediately upon receipt of the
certificate or certificates for the Shares, deposit such certificate or
certificates together with a stock power or other instrument of transfer,
appropriately endorsed in blank, with Porter, Wright, Morris & Arthur, as escrow
agent (the "Escrow Agent"), under a deposit agreement containing such terms and
conditions as the Company shall approve. Any expenses of such escrow shall be
borne by the Company. The Escrow Agent shall hold the certificate or
certificates for the Shares until the restrictions hereinafter set forth in
Section 3 are satisfied. On each anniversary of the Effective Date during the
Restricted Period (as those terms are defined in Section 3), the Escrow Agent
shall release to Holder a certificate or certificates representing the
appropriate Vested Percentage of the Shares, as determined in accordance with
Section 3, without the legend set forth in Section 1.
3. RESTRICTIONS. Commencing on _________ ___, 1996 (the "Effective
Date") and ending on the fourth anniversary of the Effective Date (the
"Restricted Period"), Holder shall not sell, exchange, transfer, pledge,
hypothecate or otherwise dispose of any legal or beneficial ownership interest
in the Shares; provided, however, that, subject to Section 6 of this Agreement,
Holder may sell, exchange, transfer, pledge, hypothecate or otherwise dispose of
the Shares to the extent of the percentage of the Shares which have vested (the
"Vested Percentage"), including 20% of which shall be immediately vested, based
upon Holder's continuously providing services to the Company (on a
<PAGE> 3
full-time basis if Holder is an employee of the Company), in a manner subject to
the discretion and satisfaction of the Board of Directors of the Company, as
determined in accordance with the following schedule:
Years of Continuous Services to
the Company After Effective Date Vested Percentage
- -------------------------------- -----------------
1 40%
2 60%
3 80%
4 100%
At the end of the Restricted Period, the restrictions of this
Section 3 shall lapse.
4. TERMINATION OF SERVICES.
(a) If Holder should voluntarily cease providing
services to the Company (on a full-time basis if Holder is an employee of the
Company) at any time prior to the end of the Restricted Period, all of the
Restricted Shares which have not vested, based upon Holder's Vested Percentage,
shall be forfeited by Holder and the certificate or certificates for such Shares
shall be delivered to the Company by the Escrow Agent upon the Escrow Agent's
receipt of written notice from the Company of such termination.
(b) If Holder's services to the Company are terminated
otherwise than voluntarily by Holder, including as a result of Holder's death or
disability, 100% of the Shares shall vest and Holder, Holder's personal
representative or the person or persons to whom his rights pass by will or the
laws of descent and distribution may sell, exchange, transfer, pledge,
hypothecate or otherwise dispose of the Shares without reference to the
restrictions set forth in Section 3. Upon written notice from the Company of
such an event, the Escrow Agent shall release to Holder or Holder's legal
representative or beneficiary all of the certificates representing the Shares
without the legend set forth in Section 1.
5. REORGANIZATION.
(a) If shares of common stock of the Company should, as
a result of a stock split, stock dividend, combination of shares or any other
change, or exchange for other securities, by reclassification, reorganization,
merger, consolidation, recapitalization or otherwise, be increased or decreased
or changed into or exchanged for a different number or kind of shares of stock
or other securities of the Company or of another corporation, the number of
Shares shall be appropriately adjusted to reflect such action. If any such
adjustment shall result in a fractional share, such fraction shall be
disregarded.
(b) If, as a result of one of the events set forth in
paragraph (a) of this Section 5, Holder shall, as owner of the Shares, be
entitled to new or additional or different shares of stock or securities, the
certificate or certificates therefor, or other evidences of such new or
additional or different shares or securities, shall be imprinted with the legend
set forth in Section 1, and together with a stock power or other instrument of
transfer appropriately endorsed, shall be deposited by Holder with the Escrow
Agent, and all the provisions of this Agreement shall be applicable to such new
or additional or different shares or securities to the extent applicable to the
Shares.
6. SECURITIES LAWS COMPLIANCE. It is the intention of the Company to
register the Shares with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933, as amended, and to register or qualify
the Shares, if such registration is required, pursuant to applicable state
securities or blue sky laws. Holder recognizes, however, that he may be deemed
an "affiliate" of the Company and may be subject to restrictions upon sale of
the Shares under applicable rules of the SEC. Holder agrees, therefore, that he
shall notify the Secretary of the Company prior to selling any of the Shares and
shall make no such sale if the Company shall advise him that such sale is in
violation of any such rule.
<PAGE> 4
7. WITHHOLDING TAXES. The Company shall have the right to require
Holder to remit to the Company, or to withhold from other amounts payable to
Holder, as compensation or otherwise, an amount sufficient to satisfy all
federal, state and local tax withholding requirements.
8. NO CONTRACT OF EMPLOYMENT. Nothing in this Agreement shall confer
on Holder any right to continue in the service of the Company or interfere with
the right of the Company to terminate such Holder's employment or other services
at any time. This Agreement shall in no way, now or hereafter, reduce, enlarge
or modify the relationship between the Company and Holder. The Shares and the
Vested Percentage shall not be affected by any change of duties or position as
long as Holder continues to be employed on a full-time basis by the Company.
9. NOTICES. All notices required pursuant to this Agreement shall be
in writing and shall be personally delivered or sent by registered or certified
mail, postage prepaid, (a) if to the Company, at its principal office, Attn:
Legal Department; (b) if to the Escrow Agent, to Porter, Wright, Morris &
Arthur, 41 South High Street, Columbus, Ohio 43215, Attn.: Neil Bulman, Jr.,
Esq.; or (c) if to Holder, to Holder's last known address on the personnel
records of the Company.
10. GENERAL. This Agreement shall be construed as a contract under
the laws of the State of Ohio, without reference to its choice of law rules. It
may be executed in several counterparts, all of which shall constitute one
agreement. It shall bind and benefit the parties and their respective
successors, assigns, heirs and legal representatives. No assignment of this
Agreement, in whole or in part, may be made by any party hereto without the
prior written consent of all of the other parties.
<PAGE> 1
AMERICAN EAGLE OUTFITTERS, INC.
-------------------------------
EXHIBIT 5
---------------------
<PAGE> 2
September 24, 1996
American Eagle Outfitters, Inc.
150 Thorn Hill Drive
Warrendale, Pennsylvania 15086
Re: Registration Statement on Form S-8
American Eagle Outfitters, Inc. 1994 Restricted Stock
Plan (the "Plan")
Ladies and Gentlemen:
We have acted as counsel for American Eagle Outfitters, Inc., an
Ohio corporation ("American Eagle"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement"), filed by American Eagle
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, with respect to the registration of an additional 15,000 shares of
American Eagle Common Stock, without par value (the "Shares"), to be issued
under the Plan.
In connection with this opinion, we have examined such corporate
records, documents, and other instruments of the registrant as we have deemed
necessary.
Based on the foregoing, we are of the opinion that the Shares will,
when issued and paid for in accordance with the provisions of the Plan, be
legally issued, fully paid and nonassessable, and entitled to the benefits of
the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur
Porter, Wright, Morris & Arthur
<PAGE> 1
AMERICAN EAGLE OUTFITTERS, INC.
-------------------
EXHIBIT 15
-------------------
<PAGE> 2
Acknowledgment Related to Unaudited Interim Information
The Board of Directors and Stockholders
American Eagle Outfitters, Inc.
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the American Eagle Outfitters, Inc. 1994 Restricted
Stock Plan of our reports dated December 6, 1995, May 28, 1996, and August 23,
1996, relating to the unaudited condensed consolidated interim financial
statements of American Eagle Outfitters, Inc. that are included in its Forms
10-Q for the quarters ended October 28, 1995, May 4, 1996, and August 3, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a
part of the registration statement prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
September 23, 1996
<PAGE> 1
AMERICAN EAGLE OUTFITTERS, INC.
-------------------------------
EXHIBIT 23(b)
---------------------
<PAGE> 2
Consent of Independent Auditors
We consent to the reference to our firm in the Registration
Statement (Form S-8) pertaining to the American Eagle Outfitters, Inc. 1994
Restricted Stock Plan and to the incorporation by reference therein of our
reports dated March 29, 1996 and October 9, 1995, with respect to the
consolidated financial statements of American Eagle Outfitters, Inc.
incorporated by reference in its Transition Report (Form 10-K) for the six
months ended February 3, 1996, and Annual Report (Form 10-K) for the year ended
July 29, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
September 23, 1996
<PAGE> 1
AMERICAN EAGLE OUTFITTERS, INC.
-------------------------------
EXHIBIT 24
--------------------
<PAGE> 2
POWER OF ATTORNEY
Each of the undersigned officers and directors of
American Eagle Outfitters, Inc. (the "Company"), hereby appoints Dale E. Clifton
and Neil Bulman, Jr. as his attorneys or either of them, with power to act
without the other, as his true and lawful attorney, to sign, in his name and on
his behalf and in any and all capacities stated below, and to cause to be filed
with the Securities and Exchange Commission (the "Commission"), the Company's
Registration Statement on Form S-8 (the "Registration Statement") for the
purpose of registering under the Securities Act of 1933, as amended, 15,000
shares of Common Stock, without par value, to be sold and distributed by the
Corporation pursuant to the Corporation's 1994 Restricted Stock Plan (the
"Plan") and such other number of shares as may be issued under the anti-dilution
provisions of the Plan, and any and all amendments, including post-effective
amendments, to the Registration Statement hereby granting unto said attorneys
and each of them full power and authority to do and perform in the name and on
behalf of the undersigned, and in any and all such capacities, every act and
thing whatsoever necessary to be done in and about the premises as fully as the
undersigned could or might do in person, hereby granting to each said
attorney-in-fact full power of substitution and revocation, and hereby ratifying
all that any said attorney-in-fact or his substitute may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have signed these
presents this 11th day of September 1996.
/s/Jay L. Schottenstein Chairman of the Board and Chief Executive Officer
- ----------------------- (Principal Executive Officer)
Jay L. Schottenstein
- ----------------------- Vice Chairman of the Board of Directors
Saul Schottenstein
/s/George Kolber Vice Chairman of the Board of Directors
- ----------------------- and Chief Operating Officer
George Kolber
/s/Dale E. Clifton Executive Vice President, Controller,
- ----------------------- and Chief Accounting Officer
Dale E. Clifton (Principal Accounting Officer)
/s/Laura A. Weil Executive Vice President and Chief
- ----------------------- Financial Officer (Principal Financial
Laura A. Weil Officer)
/s/Martin P. Doolan Director
- -----------------------
Martin P. Doolan
/s/Thomas R. Ketteler Director
- -----------------------
Thomas R. Ketteler
/s/John L. Marakas Director
- -----------------------
John L. Marakas
/s/David W. Thompson Director
- -----------------------
David W. Thompson
