<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 1998
REGISTRATION NO. 333-_____
================================================================================
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. 1998 PERFORMANCE STOCK OPTION PLAN
(Full title of the plan)
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
(213) 629-4824
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE/(1)/ OFFERING PRICE FEE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($0.01 900,000 $24.50 $22,050,000 $6,504.75
par value per share) shares
=====================================================================================
</TABLE>
(1) Pursuant to Rule 457(h), the offering price is estimated solely for the
purpose of calculating 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 August 21, 1998.
<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 January 31, 1998;
(2) Quarterly Report on Form 10-Q for the quarterly period ended May 2,
1998;
(3) Notice of the 1998 Annual Meeting of Stockholders and Proxy Statement
dated April 29, 1998;
(4) Current Report on Form 8-K dated April 3, 1998;
(5) Current Report on Form 8-K dated February 19, 1998; and
(6) 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.
Not applicable.
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, fines and amounts paid
in
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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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ITEM 8. EXHIBITS.
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 PricewaterhouseCoopers.
24.1 Powers of Attorney (included on the signature page hereto).
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.
(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
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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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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 August 24, 1998.
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 or her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him or her and in his or her 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 or she 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Peter J. Canzone President, Chief Executive Officer and August 24, 1998
- ------------------------- Director (Principal Executive Officer)
Peter J. Canzone
/s/ Robert A. Pulciani Executive Vice President, Chief August 24, 1998
- ------------------------- Financial Officer, Secretary and
Robert A. Pulciani Treasurer (Principal Financial and
Accounting Officer)
/s/ Judith E. Campbell Director August 24, 1998
- -------------------------
Judith E. Campbell
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William C. Johnson Director August 24, 1998
- -------------------------
William C. Johnson
Director August __, 1998
- -------------------------
Hartmut Kramer
Director August __, 1998
- -------------------------
Johannes Loning
Director August __, 1998
- -------------------------
Antoine Metzger
/s/ Richard Simonin Director August 24, 1998
- -------------------------
Richard Simonin
Director August __, 1998
- -------------------------
Peter M. Starrett
/s/ Serge Weinberg Director August 24, 1998
- -------------------------
Serge Weinberg
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page Number
- ----------- ----------- -----------
<C> <S> <C>
5.1 Opinion of Riordan & McKinzie as to the legality of the Common Stock S-1
registered hereby.
15.1 Letter regarding unaudited interim financial information. S-2
23.1 Consent of Riordan & McKinzie (included in Exhibit 5.1 hereto). S-1
23.2 Consent of PricewaterhouseCoopers. S-3
24.1 Powers of Attorney (included on the signature page hereto).
</TABLE>
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<PAGE>
Exhibit 5.1
August 24, 1998
Brylane Inc.
463 Seventh Avenue, 21st Floor
New York, New York 10018
Ladies and Gentlemen:
You have requested our opinion with respect to 900,000 shares (the
"Shares") of common stock, $0.01 par value per share (the "Common Stock"), of
Brylane Inc., a Delaware corporation (the "Company"), which Shares are to be
issued upon the exercise of stock options to be granted pursuant to the terms of
the Brylane Inc. 1998 Performance Stock Option Plan (the "Performance Option
Plan"). The 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 Performance Option Plan. We have also examined the records
of corporate proceedings taken in connection with the issuance of the Shares
under the Performance Option Plan.
Based upon the foregoing examinations, we are of the opinion that the
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 May 20, 1998 on our review of interim
financial information of Brylane Inc. for the period ended May 2, 1998 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/ PricewaterhouseCoopers
Indianapolis, IN
August 24, 1998
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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 March 27, 1998 (except for note 16, as to which the
date is April 3, 1998) on our audits of the consolidated balance sheet of
Brylane Inc. as of February 1, 1997 and January 31, 1998, and the related
consolidated statements of income, cash flows and partnership/stockholders'
equity for the years ended February 3, 1996, February 1, 1997 and January 31,
1998.
/s/ PricewaterhouseCoopers
Indianapolis, Indiana
August 24, 1998
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