<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1997
REGISTRATION NO. _________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BRYLANE INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3794198
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
463 Seventh Avenue
21st Floor
New York, New York 10018
(212) 613-9500
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------------
BRYLANE INC. 1996 STOCK OPTION PLAN
BRYLANE INC. 1996 PERFORMANCE STOCK OPTION PLAN
(Full title of the plans)
ROBERT A. PULCIANI
Chief Financial Officer
Brylane Inc.
463 Seventh Avenue
21st Floor
New York, New York 10018
(212) 613-9500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES TO:
Roger H. Lustberg, Esq.
Thomas M. Cleary, Esq.
Riordan & McKinzie
300 South Grand Avenue, 29th Floor
Los Angeles, California 90071
(212) 629-4824
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED PER SHARE/(1)/ OFFERING PRICE FEE
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($0.01 2,479,584 $ 5.67/$9.92/ $65,901,186.92 $19,970.06
par value per share) shares $15.00/$19.00/
$ 20.00/$35.44
=====================================================================================
</TABLE>
(1) Pursuant to Rule 457(h), the offering price for 47,908, 15,696, 772,334,
143,000 and 130,250 shares to which options were granted is the exercise
price of $5.67, $9.92, $15.00, $19.00 and $20.00, respectively. For the
remaining 1,370,396 shares, the offering price is estimated solely for the
purpose of calculating the remainder of the registration fee, based on the
average of the high and low sales prices for the Company's Common Stock as
reported on the New York Stock Exchange on June 25, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Brylane Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement:
(1) Annual Report on Form 10-K for the fiscal year ended February 1, 1997;
(2) Quarterly Report on Form 10-Q for the quarterly period ended May 3,
1997;
(3) The description of the Common Stock contained in the Registration
Statement on Form 8-A dated January 29, 1997.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and prior to the filing of a post-
effective amendment to the Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all such
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 such documents. Any statement contained in any 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, 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Riordan & McKinzie, a Professional Law Corporation, Los
Angeles, California. Certain principals and employees of Riordan & McKinzie are
partners in certain partnerships which are limited partners of FS Equity
Partners II, L.P., a California limited partnership, and FS Equity Partners III,
L.P., a Delaware limited partnership, stockholders of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Article VI of the Company's Bylaws
provides that the Company may indemnify its officers and directors to the full
extent permitted by law. Section 145 of the General Corporation Law of the
State of Delaware (the "GCL") provides that a Delaware corporation has the power
to indemnify its officers and directors in certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments,
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fines and amounts paid in settlement actually and reasonably incurred in
connection with such action, suit or proceeding provided that such director or
officer acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, provided that such director or officer had no
cause to believe his or her conduct was unlawful.
Subsection (b) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred in
connection with the defense or settlement of such action or suit provided that
such director or officer acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such director or officer shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action was brought shall determine that despite the
adjudication of liability such director or officer is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 145 of the GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation shall have power to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145.
Article Tenth of the Company's Certificate of Incorporation currently
provides that each director shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the director
derived an improper benefit.
The Company has entered into indemnity agreements with each of its
directors. The indemnity agreements generally indemnify such persons against
liabilities arising out of their service in their capacities as directors,
officers, employees or agents of the Company. The Company may from time to time
enter into indemnity agreements with additional individuals who become officers
and/or directors of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE>
ITEM 8. EXHIBITS.
4.1++ Registration Rights Agreement dated as of February 26, 1997 by and among
Brylane Inc., FS Equity Partners II, L.P., FS Equity Partners III, L.P.,
FS Equity Partners International, L.P., M&P Distributing Co., The
Limited, Inc., WearGuard Corporation, The TJX Companies, Inc., Leeway &
Co. and NYNEX Master Trust.
4.2++ Stockholders Agreement dated as of February 26, 1997 by and among Brylane
Inc., FS Equity Partners II, L.P., FS Equity Partners III, L.P., FS
Equity Partners International, L.P., M&P Distributing Co., The Limited,
Inc., WearGuard Corporation, The TJX Companies, Inc., Leeway & Co. and
NYNEX Master Trust.
5.1* Opinion of Riordan & McKinzie as to the legality of the Common Stock
registered hereby.
15.1* Letter regarding unaudited interim financial information.
23.1* Consent of Riordan & McKinzie (included in Exhibit 5.1 hereto).
23.2* Consent of Coopers & Lybrand LLP.
24.1 Powers of Attorney (included on page II-4 hereto).
______________
* Filed herewith.
++ Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended February 1, 1997 and incorporated by reference herein.
ITEM 9. UNDERTAKINGS.
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 of 1933 ;
(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 (i) and (ii) above do not apply if 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 that time shall be deemed to be the initial bona
fide offering thereof.
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(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.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 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 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 Act and will be governed by the final adjudication of
such issue.
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<PAGE>
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 New York, State of New York, on July 15, 1997.
BRYLANE INC.
By: /s/ Robert A. Pulciani
----------------------------------------
Robert A. Pulciani
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter J. Canzone and Robert A. Pulciani, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other 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 requisite or necessary
to be done in and about the premises, 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 their or his substitute or
substitutes, 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.
Signature Title Date
--------- ----- ----
/s/ Peter J. Canzone President, Chief Executive Officer and July 15, 1997
- ---------------------- Director (Principal Executive Officer)
Peter J. Canzone
/s/ Robert A. Pulciani Executive Vice President, Chief July 15, 1997
- ---------------------- Financial Officer, Secretary and
Robert A. Pulciani Treasurer (Principal Financial and
Accounting Officer)
/s/ Ronald P. Spogli Director July 15, 1997
- ----------------------
Ronald P. Spogli
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Signature Title Date
--------- ----- ----
/s/ John M. Roth Director July 15, 1997
- ----------------------
John M. Roth
/s/ Mark J. Doran Director July 15, 1997
- ----------------------
Mark J. Doran
/s/ Samuel P. Fried Director July 15, 1997
- ----------------------
Samuel P. Fried
/s/ William K. Gerber Director July 15, 1997
- ----------------------
William K. Gerber
/s/ William C. Johnson Director July 15, 1997
- ----------------------
William C. Johnson
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page Number
----------- ----------- -----------
<S> <C> <C>
4.1++ Registration Rights Agreement dated as of February 26, 1997 by and among
Brylane Inc., FS Equity Partners II, L.P., FS Equity Partners III, L.P., FS
Equity Partners International, L.P., M&P Distributing Co., The Limited, Inc.,
WearGuard Corporation, The TJX Companies, Inc., Leeway & Co. and NYNEX Master Trust.
4.2++ Stockholders Agreement dated as of February 26, 1997 by and among Brylane
Inc., FS Equity Partners II, L.P., FS Equity Partners III, L.P., FS Equity
Partners International, L.P., M&P Distributing Co., The Limited, Inc.,
WearGuard Corporation, The TJX Companies, Inc., Leeway & Co. and NYNEX Master Trust.
5.1* Opinion of Riordan & McKinzie as to the legality of the Common Stock registered hereby. S-1
15.1* Letter regarding unaudited interim financial information
23.1* Consent of Riordan & McKinzie (included in Exhibit 5.1 hereto). S-2
23.2* Consent of Coopers & Lybrand LLP. S-3
24.1 Powers of Attorney (included on page S-1 hereto).
</TABLE>
______________
* Filed herewith.
++ Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended February 1, 1997 and incorporated by reference herein.
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<PAGE>
Exhibit 5.1
July 16, 1997
06-830-005
Brylane Inc.
463 Seventh Avenue, 21st Floor
New York, New York 10018
Ladies and Gentlemen:
You have requested our opinion with respect to an additional 2,479,584
shares (the "Additional Shares") of the common stock, $0.01 par value per share
(the "Common Stock"), of Brylane Inc., a Delaware corporation (the "Company"),
which Additional Shares are to be issued upon the exercise of stock options to
be granted pursuant to the terms of (i) the Brylane Inc. 1996 Stock Option Plan,
as amended (the "1996 Option Plan"), with respect to 1,700,000 of the Additional
Shares (the "Option Shares"), and (ii) the Brylane Inc. 1996 Performance Stock
Option Plan, as amended (the "Performance Option Plan," and together with the
1996 Option Plan, the "Option Plans"), with respect to 779,584 of the Additional
Shares (the "Performance Option Shares"). The Additional Shares are the subject
of a Registration Statement on Form S-8 (the "Registration Statement"), to which
this opinion is attached as an exhibit, to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
We have examined the Company's Certificate of Incorporation and Bylaws each
as amended, and the Option Plans. We have also examined the records of
corporate proceedings taken in connection with the issuance of the Additional
Shares under the Option Plans.
Based upon the foregoing examinations and subject to compliance with the
applicable state securities and "blue sky" laws, we are of the opinion that (i)
the Option Shares, when offered, sold and paid for pursuant to the exercise of
stock options granted under the 1996 Option Plan, and (ii) the Performance
Option Shares, when offered, sold and paid for pursuant to the exercise of stock
options granted under the Performance Option Plan, will be duly authorized,
validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Riordan & McKinzie
S-1
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Exhibit 15.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Brylane Inc. Registration on Form S-8
We are aware that our report dated June 6, 1997 on our review of interim
financial information of Brylane Inc. for the period ended May 3, 1997 and
included in the Company's quarterly report on Form 10-Q for the quarter then
ended is incorporated by reference in this registration statement. Pursuant to
Rule 436(c) under the Securities Act of 1933, this report should not be
considered a part of the registration statement prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
Indianapolis, IN
July 8, 1997
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Exhibit 23.2
Consent of Independent Accountants
We consent to the inclusion in this registration statement of Brylane Inc. on
Form S-8 of our report dated April 12, 1997, on our audits of the consolidated
balance sheet of Brylane, L.P. as of February 3, 1996 and February 1, 1997, and
the related consolidated statements of income, partnership equity, and cash
flows for the years ended January 28, 1995, February 3, 1996 and February 1,
1997.
/s/ Coopers & Lybrand L.L.P.
Indianapolis, Indiana
July 15, 1997
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