<PAGE> 1
As filed with the Securities and Exchange Commission on January 22, 1998
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 STOCK OPTION 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
(614) 227-2219
-----------------------------------------------------
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............. 450,000 $24.71875 $11,123,437.50 $3,281.42
- -------------------------------------------------------------------------------------------------------------------
</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
January 21, 1998.
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 Stock Option 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. 33-79358, are incorporated herein by reference. Also incorporated
herein by reference are the contents of a Form S-8 Registration Statement, dated
September 25, 1996, File No. 333-12661.
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 January 22, 1998.
AMERICAN EAGLE OUTFITTERS, INC.
By: /s/ Laura A. Weil
---------------------------------------
Laura A. Weil, Executive Vice President
and Chief Financial 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>
<S> <C> <C> <C>
SIGNATURE TITLE DATE
*Jay L. Schottenstein Chairman of the Board of Directors and ) January 22, 1998
- ----------------------------------- Chief Executive Officer )
Jay L. Schottenstein (Principal Executive Officer) )
)
)
- ----------------------------------- Vice Chairman of the Board of Directors ) January 22, 1998
Saul Schottenstein )
)
)
*George Kolber )
- ----------------------------------- Vice Chairman of the Board of Directors ) January 22, 1998
George Kolber and Chief Operating Officer )
)
)
*Dale E. Clifton Vice President, Controller, and ) January 22, 1998
- ----------------------------------- Chief Accounting Officer )
Dale E. Clifton (Principal Accounting Officer) )
)
)
*Laura A. Weil Executive Vice President and Chief ) January 22, 1998
- ----------------------------------- Financial Officer (Principal Financial )
Laura A. Weil Officer) )
)
)
*Martin P. Doolan Director ) January 22, 1998
- ----------------------------------- )
Martin P. Doolan )
)
)
*Thomas R. Ketteler Director ) January 22, 1998
- ----------------------------------- )
Thomas R. Ketteler )
)
*John L. Marakas Director ) January 22, 1998
- ----------------------------------- )
John L. Marakas )
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C> <C> <C>
)
*David W. Thompson Director ) January 22, 1998
- ----------------------------------- )
David W. Thompson )
)
*Gilbert W. Harrison Director ) January 22, 1998
- ----------------------------------- )
Gilbert W. Harrison )
)
*Ari Deshe Director ) January 22, 1998
- ----------------------------------- )
Ari Deshe )
)
*Jon P. Diamond Director ) January 22, 1998
- ----------------------------------- )
Jon P. Diamond )
)
*Michael G. Jesselson Director ) January 22, 1998
- ----------------------------------- )
Michael G. Jesselson )
)
*Gerald E. Wedren Director ) January 22, 1998
- ----------------------------------- )
Gerald E. Wedren )
)
</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
<TABLE>
<CAPTION>
Pagination By
Sequential
Exhibit Exhibit Numbering
Number Description System
- ------- ----------- -------------
<S> <C> <C> <C>
4(a) * American Eagle Outfitters, Inc. 1994 Stock Option Plan
4(b) First Amended and Restated Articles of Incorporation of
American Eagle Outfitters, Inc, as amended (Exhibit 4(b) to
Registration Statement on Form S-8 (Registration No.
33-79358), and incorporated herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur regarding legality.
23(a) Consent of Porter, Wright Morris & Arthur (included in Exhibit 5
filed herein).
23(b) * Consent of Ernst & Young LLP.
24 * Powers of Attorney.
- ----------------------
* Filed with this Registration Statement
</TABLE>
<PAGE> 1
AMERICAN EAGLE OUTFITTERS, INC.
----------------------
EXHIBIT 4(a)
----------------------
<PAGE> 2
AMERICAN EAGLE OUTFITTERS
1994 STOCK OPTION PLAN
ADOPTED BY BOARD OF DIRECTORS ON FEBRUARY 10, 1994;
APPROVED BY SHAREHOLDERS ON MARCH 30, 1994
[REVISED AS OF JUNE 3, 1996, SEPTEMBER 11, 1996,
APRIL 2, 1997 AND JANUARY 5, 1998]
1. PURPOSE. This plan (the "Plan") is intended as an incentive
and to encourage stock ownership by certain key employees, officers and
directors of, and consultants and advisers who render services to, American
Eagle Outfitters, a Ohio corporation (the "Company") and any current or future
subsidiaries or parent of the Company by the granting of stock options (the
"Options") as provided herein. By encouraging such stock ownership, the Company
seeks to attract, retain and motivate employees, officers, directors,
consultants and advisers of training, experience and ability. The Options
granted under the Planmay be either incentive stock options ("ISOs") which meet
the requirements of section 422 of the Internal Revenue Code of 1986, as amended
from time to time hereafter (the "Code"), or nonqualified options which do not
meet such requirements ("NSOs").
2. EFFECTIVE DATE. The Plan will become effective on January 2,
1994 (the "Effective Date").
3. ADMINISTRATION.
(a) The Plan will be administered by a committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board")
which consists of not fewer than two members of the Board. If any class of
equity securities of the Company is registered under section 12 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), all members of the
Committee will be "Non-Employee Directors" as defined in Rule 16b-3(b)(3)(i)
promulgated under the 1934 Act (or any successor provision of like tenor and
effect) and "outside directors" as defined in Section 162(m) of the Code and the
regulations promulgated thereunder.
(b) Subject to the provisions of the Plan, the Committee is
authorized to establish, amend and rescind such rules and regulations as it
deems appropriate for its conduct and for the proper administration of the Plan,
to make all determinations under and interpretations of, and to take such
actions in connection with, the Plan or the Options granted thereunder as it
deems necessary or advisable. All actions taken by the Committee under the Plan
are final and binding on all persons. No member of the Committee is liable for
any action taken or determination made relating to the Plan, except for willful
misconduct.
(c) The Company will indemnify each member of the Committee
against costs, expenses and liabilities (other than amounts paid in settlements
to which the Company does not consent, which consent will not be unreasonably
withheld) reasonably incurred by such member in connection with any action to
which he or she may be a party by reason of service as a member of the
Committee, except in relation to matters as to which he or she is adjudged in
such action to be personally guilty of negligence or willful misconduct in the
performance of his or her duties. The foregoing right to indemnification is in
addition to such other rights as the Committee member may enjoy as a matter of
law, by reason of insurance coverage of any kind, or otherwise.
4. ELIGIBILITY.
(a) The Committee may grant Options and Tax Offset Payments,
as defined in paragraph 10, to such key employees of (or, in the case of NSOs
only, to directors who are not employees of and to consultants and advisers who
render services to) the Company or its subsidiaries or parent as the Committee
may select from time to time (the "Optionees"). The Committee may grant more
than one Option to an individual under the Plan.
(b) If any class of equity securities of the Company is
registered under section 12 of the 1934 Act, on the first trading day of each
fiscal quarter of the Company, each member of the Board who is not an employee
or officer of the Company, will automatically receive under this Plan an NSO to
purchase 1,500 shares of the Company's
<PAGE> 3
common stock, without par value, at an exercise price equal to 100% of the fair
market value of the shares on the date of grant. Such Option will not be
exercisable until a period of one year from the date of grant and will terminate
on the tenth anniversary of the date of grant.
(c) No ISO may be granted to an individual who, at the time an
ISO is granted, is considered under section 422(b)(6) of the Code as owning
stock possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or of its parent or any subsidiary corporation
(a "10% Shareholder"); provided, however, this restriction will not apply if at
the time such ISO is granted the option price per share of such ISO is at least
110% of the fair market value of such share, and such ISO by its terms is not
exercisable after the expiration of five years from the date it is granted. This
paragraph 4(c) has no application to Options granted under the Plan as NSOs.
(d) The aggregate fair market value (determined as of the date
the ISO is granted) of shares with respect to which ISOs are exercisable for the
first time by any Optionee during any calendar year under the Plan or any other
incentive stock option plan of the Company or a parent or subsidiary of the
Company may not exceed $100,000. This paragraph 4(d) has no application to
Options granted under the Plan as NSOs.
5. STOCK SUBJECT TO PLAN. The shares subject to Options under the
Plan are the shares of common stock, without par value, of the Company (the
"Shares"). The Shares issued pursuant to Options granted under the Plan may be
authorized and unissued Shares, Shares purchased on the open market or in a
private transaction, or Shares held as treasury stock. The aggregate number of
Shares for which Options may be granted under the Plan may not exceed 1,800,000,
subject to adjustment in accordance with the terms of paragraph 13 of the Plan.
The maximum number of Shares for which Options may be granted under the Plan to
any one individual during the term of this Plan may not exceed 600,000, subject
to adjustment in accordance with the terms of paragraph 13 of the Plan. The
unpurchased Shares subject to terminated or expired Options may again be offered
under the Plan. The Committee, in its sole discretion, may permit the exercise
of any Option as to full Shares or fractional Shares. Proceeds from the sale of
Shares under Options will be general funds of the Company.
6. TERMS AND CONDITIONS OF OPTIONS.
(a) At the time of grant, the Committee will determine whether
the Options granted will be ISOs or NSOs. All Options and Tax Offset Payments
granted will be authorized by the Committee and, within a reasonable time after
the date of grant, will be evidenced by stock option agreements in writing
("Stock Option Agreements"), in the form attached hereto as Exhibit A, or in
such other form and containing such terms and conditions not inconsistent with
the provisions of this Plan as the Committee may determine. Any action under
paragraph 13 may be reflected in an amendment to, or restatement of, such Stock
Option Agreements.
(b) The Committee may grant Options and Tax Offset Payments
having terms and provisions which vary from those specified in the Plan if such
Options or Tax Offset Payments are granted in substitution for, or in connection
with the assumption of, existing options granted by another corporation and
assumed or otherwise agreed to be provided for by the Company pursuant to or by
reason of a transaction involving a corporate merger, consolidation, acquisition
of property or stock, separation, reorganization or liquidation to which the
Company is a party.
7. PRICE. The Committee will determine the option price per Share
(the "Option Price") of each Option granted under the Plan. Notwithstanding the
foregoing, the Option Price of each ISO granted under the Plan may not be less
than the fair market value of a Share on the date of grant of such Option. The
date of grant will be the date the Committee acts to grant the Option or such
later date as the Committee specifies and the fair market value will be
determined without regard to any restrictions other than a restriction which, by
its terms, will never lapse and in accordance with paragraph 25(c).
8. OPTION PERIOD. The Committee will determine the period during
which each Option may be exercised (the "Option Period"); provided, however, any
ISO granted under the Plan will have an Option Period which does not exceed
10 years from the date of grant.
<PAGE> 4
9. NONTRANSFERABILITY OF OPTIONS. An Option will not be
transferable by the Optionee otherwise than by will or the laws of descent and
distribution and may be exercised, during the lifetime of the Optionee, only by
the Optionee or by the Optionee's guardian or legal representative.
Notwithstanding the foregoing, an Optionee may transfer a NSO either (a) to
members of his or her immediate family (as defined in Rule 16a-1 promulgated
under the 1934 Act), to one or more trusts for the benefit of such family
members, or to partnerships in which such family members are the only partners,
provided that the Optionee does not receive any consideration for the transfer,
or (b) if such transfer is approved by the Committee. Any NSOs held by such
transferees are subject to the same terms and conditions that applied to such
NSOs immediately prior to transfer.
10. TAX OFFSET PAYMENTS. The Committee has the authority and
discretion under the Plan to make cash grants to Optionees to offset a portion
of the taxes which may become payable upon exercise of NSOs or on certain
dispositions of Shares acquired under ISOs ("Tax Offset Payments"). In the case
of NSOs, such Tax Offset Payments will be in an amount determined by multiplying
a percentage established by the Committee by the difference between the fair
market value of a Share on the date of exercise and the Option Price, and by the
number of Shares as to which the Option is being exercised. If the Tax Offset
Payment is being made on account of the disposition of Shares acquired under an
ISO, such Tax Offset Payments will be in an amount determined by multiplying a
percentage established by the Committee by the difference between the fair
market value of a Share on the date of disposition, if less than the fair market
value on the date of exercise, and the Option Price, and by the number of Shares
acquired under an ISO of which an Optionee is disposing. The percentage will be
established, from time to time, by the Committee at that rate which the
Committee, in its sole discretion, determines to be appropriate and in the best
interest of the Company to assist Optionees in the payment of taxes. The Company
has the right to withhold and pay over to any governmental entities (federal,
state or local) all amounts under a Tax Offset Payment for payment of any income
or other taxes incurred on exercise.
11. EXERCISE OF OPTIONS.
(a) The Committee, in its sole discretion, will determine the
terms and conditions of exercise and vesting percentages of Options granted
hereunder. Notwithstanding the foregoing or the terms and conditions of any
Stock Option Agreement to the contrary, (i) if the Optionee's employment is
terminated as a result of disability or death, his or her Options will be
exercisable to the extent and for the period specified in paragraph 12(b); (ii)
if the Optionee's employment is terminated other than as a result of disability
or death or for cause, his or her Options will be exercisable to the extent and
for the period specified in paragraph 12(a); (iii) if a liquidation or merger
occurs, all outstanding Options will be exercisable to the extent and for the
period specified in paragraph 13(b); and (iv) if a change in control occurs, all
outstanding Options will be exercisable for the period specified in paragraph
13(c).
(b) An Option may be exercised only upon delivery of a written
notice to the Committee, any member of the Committee, the Company's Treasurer,
or any other officer of the Company designated by the Committee to accept such
notices on its behalf, specifying the number of Shares for which it is
exercised.
(c) Within five business days following the date of exercise
of an Option, the Optionee or other person exercising the Option will make full
payment of the Option Price in cash or, with the consent of the Committee, (i)
by tendering previously acquired Shares (valued at fair market value, as
determined by the Committee, as of such date of tender); (ii) with a full
recourse promissory note of the Optionee for the portion of the Option Price in
excess of the par value of Shares subject to the Option, under terms and
conditions determined by the Committee; (iii) any combination of the foregoing;
or (iv) if the Shares subject to the Option have been registered under the
Securities Act of 1933, as amended (the "1933 Act") and there is a regular
public market for the Shares, by delivering to the Company on the date of
exercise of the Option written notice of exercise together with:
(A) written instructions to forward a copy of such
notice of exercise to a broker or dealer, as defined in
section 3(a)(4) and 3(a)(5) of the 1934 Act ("Broker"),
designated in such notice and to deliver to the specified
account maintained with the Broker by the person
exercising the Option a certificate for the Shares
purchased upon the exercise of the Option, and
<PAGE> 5
(B) a copy of irrevocable instructions to the Broker
to deliver promptly to the Company a sum equal to the
purchase price of the Shares purchased upon exercise of
the Option and any other sums required to be paid to the
Company under paragraph 17 of the Plan.
(d) If Tax Offset Payments sufficient to allow for withholding
of taxes are not being made at the time of exercise of an Option, the Optionee
or other person exercising such Option will pay to the Company an amount equal
to the withholding amount required to be made less any amount withheld by the
Company under paragraph 17.
12. TERMINATION OF EMPLOYMENT.
(a) Upon termination of an Optionee's employment with the
Company, any parent or subsidiary of the Company, or any successor corporation
to either the Company or any parent or subsidiary of the Company, other than (i)
termination of employment by reason of death or disability, as defined in
paragraph 25(b), or (ii) termination of employment for cause, as defined in
paragraph 25(f), the Optionee will have 30 days after the date of termination
(but not later than the expiration date of the Stock Option Agreement) to
exercise all Options held by him or her to the extent the same were exercisable
on the date of termination; provided, however, if such termination is a result
of the Optionee's retirement with the consent of the Company, such Option will
then be exercisable to the extent of 100% of the Shares subject thereto. The
Committee will determine in each case whether a termination of employment is a
retirement with the consent of the Company and, subject to applicable law,
whether a leave of absence is a termination of employment. The Committee may
cancel an Option during the 30-day period after termination of employment
referred to in this paragraph if the Optionee engages in employment or
activities contrary, in the opinion of the Committee, to the best interests of
the Company or any parent or subsidiary of the Company.
(b) Upon termination of employment by reason of death or
disability, the Optionee's personal representative, or the person or persons to
whom his or her rights under the Options pass by will or the laws of descent or
distribution, will have one year after the date of such termination (but not
later than the expiration date of the Stock Option Agreement) to exercise all
Options held by Optionee to the extent the same were exercisable on the date of
termination; provided, however, the Committee, in its sole discretion, may
permit the exercise of all or any portion of any Option granted to such Optionee
not otherwise exercisable.
(c) Upon termination of employment for cause (as defined in
paragraph 25(f)), all Options held by such Optionee will terminate on the date
of termination.
13. REORGANIZATIONS.
(a) If a stock split, stock dividend, combination or exchange
of shares, exchange for other securities, reclassification, reorganization,
redesignation or other change in the Company's capitalization occurs, the
Committee will proportionately adjust or substitute the aggregate number of
Shares for which Options may be granted under this Plan, the number of Shares
subject to outstanding Options and the Option Price of the Shares subject to
outstanding Options to reflect the same. The Committee will make such other
adjustments to the Options, the provisions of the Plan and the Stock Option
Agreements as may be appropriate and equitable, which adjustments may provide
for the elimination of fractional Shares.
(b) If the Company liquidates or dissolves, or is a party to a
merger or consolidation in which the Company is not the surviving corporation,
other than a merger or consolidation involving only a change in state of
incorporation or an internal reorganization not involving a change in control,
the Company may give written notice thereof to all holders of Options granted
under the Plan at least 30 days prior to the effective date of such liquidation,
dissolution, merger or consolidation, and each Optionee will have the right
within such 30-day period to exercise all Options held by him or her to the
extent the same were exercisable on the date of the notice or became exercisable
within such 30-day notice period; provided, however, that such Options may
<PAGE> 6
not be exercised after the specific expiration date set forth therein. If such
Options have not been exercised on or prior to the end of the 30-day notice
period, they will terminate on that date.
(c) If a change in control (as defined in paragraph 25(a))
occurs, all outstanding Options granted under this Plan will become immediately
exercisable to the extent of 100% of the Shares subject thereto notwithstanding
any contrary waiting or vesting periods specified in this Plan or in any
applicable Stock Option Agreement.
14. RIGHTS AS SHAREHOLDER. The Optionee has no rights as a
shareholder with respect to any Shares covered by an Option until the date of
issuance of a stock certificate to the Optionee for such Shares.
15. NO CONTRACT OF EMPLOYMENT. Nothing in the Plan or in any
Option or Stock Option Agreement confers on any Optionee any right to continue
in the employment or service of the Company or any parent or subsidiary of the
Company or interfere with the right of the Company to terminate such Optionee's
employment or other services at any time. The establishment of the Plan will in
no way, now or hereafter, reduce, enlarge or modify the employment relationship
between the Company or any parent or subsidiary of the Company and the Optionee.
Options granted under the Plan will not be affected by any change of duties or
position as long as the Optionee continues to be employed by the Company or any
parent or subsidiary of the Company.
16. AGREEMENTS AND REPRESENTATIONS OF OPTIONEES. As a condition to
the exercise of an Option, the Committee, in its sole determination, may require
the Optionee to represent in writing that the Shares being purchased are being
purchased only for investment and without any present intent at the time of the
acquisition of such Shares to sell or otherwise dispose of the same.
17. WITHHOLDING TAXES. The Company or any parent or subsidiary of
the Company has the right (a) to withhold from any salary, wages, or other
compensation for services payable by the Company or any parent or subsidiary of
the Company to or with respect to an Optionee, or to demand payment from the
Optionee or other person to whom the Company is delivering certificates for
Shares purchased upon exercise of an Option of, amounts sufficient to satisfy
any federal, state or local withholding tax liability attributable to such
Optionee's (or any beneficiary's or personal representative's) receipt or
disposition of Shares purchased under any Option or (b) to take any such other
action as it deems necessary to enable it to satisfy any such tax withholding
obligations. The Committee, in its sole discretion, may permit an Optionee to
elect to have Shares that would be acquired upon exercise of Options (valued at
fair market value as of the date of exercise) withheld by the Company in
satisfaction of such Optionee's withholding tax liabilities.
18. EXCHANGES. The Committee may permit the voluntary surrender of
all or a portion of any Option granted under the Plan to be conditioned upon the
granting to the Optionee of a new Option for the same or a different number of
Shares as the Option surrendered, or may require such voluntary surrender as a
condition precedent to a grant of a new Option to such Optionee. Subject to the
provisions of the Plan, such new Option will be exercisable at the same price,
during such period and on such other terms and conditions as are specified by
the Committee at the time the new Option is granted. Upon surrender, the Options
surrendered will be cancelled, and the Shares previously subject to them will be
available for the grant of other Options. The Committee also may grant Tax
Offset Payments to any Optionee surrendering such Option for a new Option.
19. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan, the grant and
exercise of Options thereunder, and the obligation of the Company to sell and
deliver the Shares under such Options, will be subject to all applicable federal
and state laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required. Options issued under this Plan are not
exercisable prior to (i) the date upon which the Company has registered the
Shares for which Options may be issued under the 1933 Act and the completion of
any registration or qualification of such Shares under state law, or any ruling
or regulation of any government body which the Company, in its sole discretion,
determines to be necessary or advisable in connection therewith, or (ii) receipt
by the Company of an opinion from counsel to the Company stating that the
exercise of such Options may be effected without registering the Shares subject
to such Options under the 1933 Act or under state or other law.
<PAGE> 7
20. ASSUMPTION. The Plan may be assumed by the successors and
assigns of the Company.
21. EXPENSES. The Company will bear all expenses and costs in
connection with administration of the Plan.
22. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board
may terminate, amend or modify the Plan at any time without further action on
the part of the shareholders of the Company; provided, however, that (a) no
amendment to the Plan may cause the ISOs granted hereunder to fail to qualify as
incentive stock options under the Code; and (b) any amendment to the Plan which
requires the approval of the shareholders of the Company under the Code, the
regulations promulgated thereunder or the rules promulgated under section 16 of
the 1934 Act will be subject to approval by the shareholders of the Company in
accordance with the Code, such regulations or such rules. No amendment,
modification or termination of the Plan may adversely affect in any manner any
Option previously granted to an Optionee under the Plan without the consent of
the Optionee or the transferee of such Option.
23. TERM OF PLAN. The Plan will become effective on the Effective
Date, subject to the approval of the Plan by the holders of a majority of the
shares of stock of the Company entitled to vote within twelve months of the date
of the Plan's adoption by the Board, and the exercise of all Options granted
prior to such approval will be subject to such approval. The Plan will terminate
on the tenth anniversary of the Effective Date, or such earlier date as may be
determined by the Board. Termination of the Plan, however, will not affect the
rights of Optionees under Options previously granted to them, and all unexpired
Options will continue in force and operation after termination of the Plan
except as they may lapse or terminate by their own terms and conditions.
24. LIMITATION OF LIABILITY. The liability of the Company under
this Plan or in connection with any exercise of an Option is limited to the
obligations expressly set forth in the Plan and in any Stock Option Agreements,
and no term or provision of this Plan or of any Stock Option Agreements will be
construed to impose any further or additional duties, obligations or costs on
the Company not expressly set forth in the Plan or the Stock Option Agreements.
25. DEFINITIONS.
(a) Change In Control. A "change in control" will be deemed to
have occurred if and when (i) a person, partnership, corporation, trust or other
entity ("Person") acquires or combines with the Company, or 50 percent or more
of its assets or earning power, in one or more transactions, and after such
acquisition or combination, less than a majority of the outstanding voting
shares of the Person surviving such transaction (or the ultimate parent of the
surviving Person) is owned by the owners of the voting shares of the Company
outstanding immediately prior to such acquisition or combination; or (ii) during
any period of two consecutive years during the term of this Plan, individuals
who at the beginning of such period are members of the Board ("Original Board
Members") cease for any reason to constitute at least a majority of the Board,
unless the election of each Board member who was not an Original Board Member
has been approved in advance by Board members representing at least two-thirds
of the Board members then in office who were Original Board Members.
(b) Disability. The term "disability" means a physical or
mental condition resulting from bodily injury, disease, or mental disorder which
renders the Optionee incapable of continuing the Optionee's usual and customary
employment or service with the Company or any parent or subsidiary of the
Company.
(c) Fair Market Value. If the Shares are publicly traded, the
term "fair market value" as used in this Plan means (i) the closing price quoted
in the NASDAQ National Market, if the shares are so quoted, (ii) the last quote
reported by NASDAQ for small-cap issues, if the shares are so quoted, (iii) the
mean between the bid and asked prices as reported by NASDAQ, if the Shares are
so quoted, or (iv) if the Shares are listed on a securities exchange, the
closing price at which the Shares are quoted on such exchange, in each case at
the close of the date immediately before the Option is granted or, if there be
no quotation or sale on that date, the next
<PAGE> 8
preceding date on which the Shares were quoted or traded. In all other cases,
the fair market value will be determined in accordance with procedures
established in good faith by the Committee and with respect to ISOs, conforming
to regulations issued by the Internal Revenue Service regarding incentive stock
options.
(d) Key Employees. The term "key employees" means those
executive, administrative, operational and managerial employees who are
determined by the Committee to be eligible for Options under the Plan.
(e) Parent and Subsidiary. The terms "subsidiary" and "parent"
as used in the Plan have the respective meanings set forth in sections 424(f)
and (e) of the Code.
(f) Termination For Cause. The term "termination of employment
for cause" means termination of employment for (a) the commission of an act of
dishonesty, including but not limited to misappropriation of funds or property
of the Company; (b) the engagement in activities or conduct injurious to the
reputation of the Company; (c) the conviction or entry of a guilty or no contest
plea to a misdemeanor (involving an act of moral turpitude) or a felony; (d) the
violation of any of the terms and conditions of any written agreement the
Optionee may have with the Company or its parent or subsidiary (following 30
days' written notice from the Company specifying the violation and the
employee's failure to cure such violation within such 30-day period) or (e) any
refusal to comply with the written directives, policies or regulations
established from time to time by the Board.
<PAGE> 1
AMERICAN EAGLE OUTFITTERS, INC.
-------------------------------
EXHIBIT 5
-------------------------------------
<PAGE> 2
January 22, 1998
American Eagle Outfitters, Inc.
150 Thorn Hill Drive
Warrendale, Pennsylvania 15086
Re: Registration Statement on Form S-8
American Eagle Outfitters, Inc. 1994 Stock Option 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 450,000 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 23(b)
-----------------------------
<PAGE> 2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
pertaining to the American Eagle Outfitters, Inc. 1994 stock option plan of our
report dated March 7, 1997 with respect to the consolidated financial statements
of American Eagle Outfitters, Inc. included in its Annual Report (Form 10-K) for
the year ended February 1, 1997 filed with the Securities and Exchange
Commission.
We are also aware of the incorporation by reference in the Registration
Statement of American Eagle Outfitters, Inc. of our reports dated May 27, 1997,
August 19, 1997, and November 19, 1997 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 May 3, 1997, August
2, 1997, and November 1, 1997.
Pursuant to Rule 436(c) of the Securities Act of 1933, our reports on such
unaudited interim financial statements 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
Pittsburgh, Pennsylvania
January 16, 1998
<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, 450,000
shares of Common Stock, without par value, to be sold and distributed by the
Corporation pursuant to the Corporation's 1994 Stock Option Plan, as amended
(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
effective the 15th day of January 1998.
<TABLE>
<CAPTION>
<S> <C>
/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 Vice President, Controller and Chief Accounting Officer
- --------------------------------------- (Principal Accounting Officer)
Dale E. Clifton
/s/ Laura A. Weil Executive Vice President and Chief Financial
- --------------------------------------- Officer (Principal Financial Officer)
Laura A. Weil
/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
/s/ Gilbert W. Harrison Director
- ---------------------------------------
Gilbert W. Harrison
/s/ Ari Deshe Director
- ---------------------------------------
Ari Deshe
/s/ Jon P. Diamond Director
- ---------------------------------------
Jon P. Diamond
/s/ Michael G. Jesselson Director
- ---------------------------------------
Michael G. Jesselson
/s/ Gerald E. Wedren Director
- ---------------------------------------
Gerald E. Wedren
</TABLE>
