<PAGE> 1
As filed with the Securities and Exchange Commission
on May 31, 1996
Registration No. __________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTIMATE BRANDS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
31-1436998
------------------------------------
(I.R.S. Employer Identification No.)
Three Limited Parkway, Columbus, Ohio 43230
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
1995 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
------------------------------------------------
(Full title of the plan)
SAMUEL P. FRIED
Vice President, General Counsel and Secretary
Intimate Brands, Inc.
Three Limited Parkway, P.O. Box 16000
Columbus, Ohio 43230
(614) 479-7000
- --------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered Share* Price* Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$0.01 par value 17,500,000 shares $22.875 $400,312,500 $138,038.79
============================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, based upon the
average of the high and low prices reported in the New York Stock Exchange
consolidated reporting system as of May 28, 1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Company's Annual Report on Form 10-k for the fiscal year ended
February 3, 1996.
(b) All other reports, if any, filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since February 3, 1996.
(c) The description of the Registrant's Class A Common Stock, $.01 par
value, set forth in the Form 8 Amendment to Form 8-A, filed with the Commission
on September 23, 1995 ("Common Stock").
All documents filed by the Registrant with the Commission after the date
of this Registration Statement under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, and before the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides for
indemnification of directors and officers against any legal liability (other
than liability arising from derivative suits) if the officer or director acted
in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation. In criminal actions, the
officer or director must also have had no reasonable cause to believe that his
conduct was unlawful. A corporation may indemnify an officer or director in a
derivative suit if the officer or director acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interest of the
corporation unless the officer or director is found liable to the corporation.
However, if the Court of Chancery or the court in which such action or suit was
brought determines that the officer or director is fairly and reasonably
entitled to indemnity, then the Court of Chancery or such other court may
permit indemnity for such officer or director to the extent it deems proper.
2
<PAGE> 3
The Registrant's Bylaws provide generally that the Registrant shall
indemnify its present and past directors and officers to the fullest extent
permitted by the laws of Delaware as they may exist from time to time.
Directors and officers of the Registrant and its subsidiaries are indemnified
generally against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal. The Registrant's Bylaws also provide
that indemnification thereunder is not exclusive, and the Registrant may agree
to indemnify any person as provided therein. The Registrant is a party to
indemnification agreements with its directors and officers. The agreements
provide that the Registrant will indemnify such directors and officers to the
fullest extent permitted by applicable law, and require the Registrant to
maintain directors' and officers' liability insurance at the level in effect
when the relevant indemnification agreement was executed and to advance
expenses upon the request of an officer or director.
The Registrant's Certificate of Incorporation provides that directors of
the Registrant shall not be held personally liable to the Registrant or its
stockholders for monetary damages arising from certain breaches of their
fiduciary duties. The provision does not insulate directors from personal
liability for (i) breaches of their duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not taken in good faith or that involve
intentional misconduct or knowing violation of law, (iii) transactions in which
the director derives any improper personal benefit or (iv) unlawfully voting to
pay dividends or to repurchase or redeem stock.
The Registrant maintains insurance policies providing for indemnification
of directors and officers and for reimbursement to the Registrant for monies
which it may pay as indemnity to any director or officer, subject to the
conditions and exclusions of the policies and specified deductible provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index on page 7.
Item 9. Undertakings.
(a) Rule 415 Offering.
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 (the "Securities Act");
(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)
3
<PAGE> 4
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 (a)(1)(i) and (a)(1)(ii) 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 Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report under Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
under Section 15(d) of the Exchange Act) 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.
(h) Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
4
<PAGE> 5
SIGNATURES
The Registrant.
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 May 20, 1996.
INTIMATE BRANDS, INC.
(The Registrant)
By /s/ Kenneth B. Gilman
----------------------
Kenneth B. Gilman,
Vice Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 20, 1996.
Signature Title
* Chairman of the Board
- -------------------------- (principal executive
Leslie H. Wexner officer) and Director
/s/ Kenneth B. Gilman Vice Chairman of the Board
- --------------------------
Kenneth B. Gilman
* Chief Financial Officer
- -------------------------- (principal financial and
Philip E. Mallott accounting officer)
* Director
- --------------------------
Grace A. Nichols
* Director
- --------------------------
Cynthia D. Fedus
* Director
- --------------------------
Beth M. Pritchard
* Director
- --------------------------
E. Gordon Gee
* Director
- --------------------------
Donald B. Shackelford
* Director
- --------------------------
Alex Shumate
5
<PAGE> 6
* Director
- --------------------------
Roger D. Blackwell
*Kenneth B. Gilman, by signing his name hereto, signs this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
By /s/ Kenneth B. Gilman
--------------------------------
Kenneth B. Gilman,
Attorney-in-Fact
6
<PAGE> 7
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit
4.1 Certificate of Incorporation of the Registrant incorporated by
reference to Exhibit 3.1 of the Registrant's Amendment No. 1 to
Registration Statement on Form S-1 (Reg. No. 33-92568) filed by the
Registrant with the Securities and Exchange Commission on July 17,
1995.
4.2 Bylaws of the Registrant incorporated by reference to Registration
Statement on Form S-1 (Reg. No. 33-92568) filed by the Registrant
with the Securities and Exchange Commission on May 23, 1995.
4.3 Copy of the Intimate Brands, Inc. 1995 Stock Option and
Performance Incentive Plan.
5.1 Legal opinion of Samuel P. Fried, Esq., Vice President, General
Counsel and Secretary of the Registrant.
23.1 Consent of Coopers & Lybrand L.L.P..
23.2 Consent of Samuel Fried, Vice President, General Counsel and
Secretary of the Registrant (included in the opinion filed as
Exhibit 5.1).
24 Powers of Attorney.
7
<PAGE> 1
EXHIBIT 4.3
INTIMATE BRANDS, INC.
1995 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS
1. Purpose
The purpose of the Intimate Brands, Inc. 1995 Stock Plan for
Non-Associate Directors (the "Plan") is to promote the interests of Intimate
Brands, Inc. (the "Company") and its stockholders by increasing the proprietary
interest of non-associate directors in the growth and performance of the
Company by granting such directors options to purchase shares of Class A Common
Stock, par value $.01 per share (the "Shares") of the Company and by awarding
Shares to such directors in respect of a portion of the Retainer (as defined in
Section 6(b)) payable to such directors.
2. Administration
The Plan shall be administered by the Company's Board of Directors (the
"Board"). Subject to the provisions of the Plan, the Board shall be authorized
to interpret the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan and to make all other determinations necessary
or advisable for the administration of the Plan; provided; however, that the
Board shall have no discretion with respect to the selection of directors to
receive options, the number of Shares subject to any such options, the purchase
price thereunder or the timing of grants of options under the Plan. The
determinations of the Board in the administration of the Plan, as described
herein, shall be final and conclusive. The Secretary of the Company shall be
authorized to implement the Plan in accordance with its terms and to take such
actions of a ministerial nature as shall be necessary to effectuate the intent
and purposes thereof. The validity, construction and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Delaware.
3. Eligibility
The class of individuals eligible to receive grants of options and
awards of Shares in respect of the Retainer under the Plan shall be directors
of the Company who are not associates of the Company or its affiliates
<PAGE> 2
("Eligible Directors"). Any holder of an option or Shares granted hereunder
shall hereinafter be referred to as a "Participant".
4. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 7, an aggregate of 70,000
Shares shall be available for issuance under the Plan. The Shares deliverable
upon the exercise of options or in respect of the Retainer may be made
available from authorized but unissued Shares or treasury Shares. If any option
granted under the Plan shall terminate for any reason without having been
exercised, the Shares subject to, but not delivered under, such option shall be
available for issuance under the Plan.
5. GRANT, TERMS AND CONDITIONS OF OPTIONS
(a) Subject to the consummation prior to December 31, 1995 of the
initial public offering of the Company's Class A Common Stock, each Eligible
Director on the Effective Date (as defined in Section 11) will be granted on
such date an option to purchase 1,000 Shares.
(b) Each Eligible Director on the first business day of a fiscal year
of the Company beginning after the Effective Date, will be granted on such a
day an option to purchase 1,000 Shares.
(c) The options granted will be nonstatutory stock options not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and shall have the following terms and conditions:
(i) PRICE. The purchase price per Share deliverable upon the exercise
of each option shall be 100% of the Fair Market Value per Share on the
date the option is granted. For purposes of the Plan, Fair Market Value
with respect to the exercise price of options granted under Section 5(a)
hereof subject to the consummation of such initial public offering shall
be the price at which Shares are sold to the public pursuant to such
offering and, for all other purposes hereunder, shall be the closing
price of the Shares as reported on the principal exchange on which the
shares are listed for the date in question, or if there were no sales on
such date, the most recent prior date on which there were sales.
2
<PAGE> 3
(ii) PAYMENT. Options may be exercised only upon payment of the
purchase price thereof in full. Such payment shall be made in cash.
(iii) EXERCISABILITY AND TERM OF OPTIONS. Options shall become
exercisable in four equal annual installments commencing on the first
anniversary of the date of grant, provided the holder of such Option is an
Eligible Director on such anniversary, and shall be exercisable until the
earlier of ten years from the date of grant and the expiration of the one year
period provided in paragraph (iv) below.
(iv) TERMINATION OF SERVICE AS ELIGIBLE DIRECTOR. Upon termination of a
Participant's service as a director of the Company for any reason, all
outstanding options held by such Eligible Director, to the extent then
exercisable, shall be exercisable in whole or in part for a period of one year
from the date upon which the Participant ceases to be a Director, provided that
in no event shall the options be exercisable beyond the period provided for in
paragraph (iii) above.
(v) NONTRANSFERABILITY OF OPTIONS. No option may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by a
Participant otherwise than by will or the laws of descent and distribution, and
during the lifetime of the Participant to whom an option is granted it may be
exercised only by the Participant or by the Participant's guardian or legal
representative. Notwithstanding the foregoing, options may be transferred
pursuant to a qualified domestic relations order.
(vi) OPTION AGREEMENT. Each option granted hereunder shall be evidenced
by an agreement with the Company which shall contain the terms and provisions
set forth herein and shall otherwise be consistent with the provisions of the
Plan.
6. GRANT OF SHARES
(a) From and after the Effective Date, 50% of the Retainer of each
Eligible Director shall be paid in a number of Shares equal to the quotient of
(i) 50% of the Retainer divided by (ii) the Fair Market Value on the Retainer
Payment Date. Cash shall be paid to an Eligible Director in lieu of a
fractional Share.
3
<PAGE> 4
(b) For purposes of this Plan "Retainer" shall mean the annual retainer
payable to an Eligible Director (as defined in Section 3) for any fiscal
quarter of the Company, the amount of which Retainer may not be changed for
purposes of this Plan more often than once every six months and
"Retainer Payment Date" shall mean the last business day of the
Company's fiscal quarter.
7. ADJUSTMENT OF AND CHANGES IN SHARES
In the event of a stock split, stock dividend, extraordinary cash
dividend, subdivision or combination of the Shares or other change in corporate
structure affecting the Shares, the number of Shares authorized by the Plan
shall be increased or decreased proportionately, as the case may be, and the
number of Shares subject to any outstanding option shall be increased or
decreased proportionately, as the case may be, with appropriate corresponding
adjustment in the purchase price per Share thereunder.
8. NO RIGHTS OF SHAREHOLDERS
Neither a Participant nor a Participant's legal representative shall
be, or have any of the rights and privileges of, a shareholder of the Company
in respect of any Shares purchasable upon the exercise of any option, in whole
or in part, unless and until certificates for such Shares shall have been
issued.
9. PLAN AMENDMENTS
The Plan may be amended by the Board as it shall deem advisable or to
conform to any change in any law or regulation applicable thereto; provided,
that the Board may not, without the authorization and approval of shareholders
of the Company: (i) increase the number of Shares which may be purchased
pursuant to options hereunder, either individually or in the aggregate, except
as permitted by Section 7, (ii) change the requirement of Section 5(b) that
option grants be priced at Fair Market Value, except as permitted by Section 7,
(iii) modify in any respect the class of individuals who constitute Eligible
Directors or (iv) materially increase the benefits accruing to Participants
hereunder. The provisions of Sections 3, 5 and/or 6 may not be amended more
often than once every six months, other than to comport with changes in the
Code, the Employee Retirement Income Security Act, or the rules under either
such statute.
4
<PAGE> 5
10. LISTING AND REGISTRATION
Each Share shall be subject to the requirement that if at any time the
Board shall determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting
of such Shares, no such Share may be disposed of unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any condition not acceptable to the Board.
11. EFFECTIVE DATE AND DURATION OF PLAN
The Plan shall become effective on the effective date of the initial
public offering of the Company's Class A Common Stock, subject to the
consummation of such offering. In the event such public offering is not
consummated, all options and Shares previously granted hereunder shall be
cancelled and all rights of Eligible Directors with respect to such options and
Shares shall thereupon cease. The Plan shall terminate the day following the
tenth Annual Shareholders Meeting at which Directors are elected succeeding
such initial public offering, unless the Plan is extended or terminated at an
earlier date by Shareholders or is terminated by exhaustion of the Shares
available for issuance hereunder.
5
<PAGE> 1
EXHIBIT 5.1
[INTIMATE BRANDS LETTERHEAD]
May 21, 1996
Intimate Brands, Inc.
Three Limited Parkway
Columbus, Ohio 43230
Re: Securities Act of 1933 Form S-8 Registration Statement for
The Intimate Brands, Inc. 1995 Stock Option and Performance Incentive Plan
Ladies and Gentlemen:
I have acted as counsel for Intimate Brands, Inc., a Delaware corporation (the
"Company"), in connection with the proposed issuance by the Company of up to
17,500,000 shares of the Company's Class A Common Stock, par value $.01 per
share (the "Common Stock"), under the Intimate Brands, Inc. 1995 Stock Option
and Performance Incentive Plan (the "Plan"), which Common Stock is being
registered pursuant to the filing of a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Act").
I have examined the Certificate of Incorporation of the Company, its Bylaws,
the Plan and such other corporate records, certificates, documents and matters
of law as I have deemed necessary to render this opinion.
Based on the foregoing, I am of the opinion that the shares of Common Stock
issued or to be issued under the terms of the Plan will be duly authorized,
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 and 23.2 to the
Registration Statement. By giving such consent, I do not admit that I am an
expert with respect to any part of the Registration Statement, including this
exhibit, within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Securities and Exchange Commission issued
thereunder.
Very truly yours,
INTIMATE BRANDS, INC.
By: /s/ SAMUEL P. FRIED
--------------------------
Samuel P. Fried
General Counsel
<PAGE> 1
EXHIBIT 23.1
[COOPERS AND LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8, relating to the Intimate Brands, Inc. 1995 Stock Option and
Performance Incentive Plan, of our report dated February 26, 1996, on our
audits of the consolidated financial statements of Intimate Brands, Inc. as of
February 3, 1996 and January 28, 1995, and for the fiscal years ended February
3, 1996, January 28, 1995 and January 29, 1994, which report was included in
the Intimate Brands, Inc. Annual Report on Form 10-K for the year ended
February 3, 1996.
Coopers & Lybrand LLP
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
May 15, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY FOR
OFFICERS AND DIRECTORS OF
INTIMATE BRANDS, INC.
Pursuant to the requirements of the Securities Act of 1933, the
undersigned officers and/or directors of Intimate Brands, Inc., a Delaware
corporation (the "Company"), hereby appoint Kenneth B. Gilman as
attorney-in-fact with full power of substitution and resubstituion to sign for
the undersigned and in the name of the undersigned in any and all capacities
with respect to the registrations on Form S-8 of (i) 17,500,000 shares of
Common Stock of the Company under the Intimate Brands, Inc. 1995 Stock Option
and Performance Incentive Plan and (ii) 70,000 shares of Common Stock of the
Company under the Intimate Brands, Inc. 1995 Stock Plan for Non-Associate
Directors (collectively, the "Registration Statements") with the Securities and
Exchange Commission ("SEC"), and to sign any and all amendments (including
post-effective amendments) thereto and any and all applications or other
documents to be filed with the SEC pertaining to the Registration Statements,
and to grant unto the attorney-in-fact and agent the full power and authority
to do and perform each and every act and thing required to be done, as fully to
all intents and purposes as the undersigned could do if personally present. The
undersigned hereby ratifies and confirms all that the attorney-in-fact and
agent or its substitutes may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
Chairman of the Board and , 1996
- ------------------------- Chief Executive Officer ------
Leslie H. Wexner (principal executive officer)
/s/ PHILIP E. MALLOTT Vice President-Finance May 20, 1996
- ------------------------- (principal financial and
Philip E. Mallott accounting officer)
/s/ GRACE A. NICHOLS President-Victoria's Secret May 20, 1996
- ------------------------- Stores and Director
Grace A. Nichols
/s/ CYNTHIA D. FEDUS President-Victoria's Secret May 20, 1996
- ------------------------- Catalogue and Director
Cynthia D. Fedus
/s/ BETH M. PRITCHARD President-Bath & Body May 20, 1996
- ------------------------- Works and Director
Beth M. Pritchard
/s/ E. GORDON GEE Director May 20, 1996
- -------------------------
E. Gordon Gee
Director , 1996
- ------------------------- ------
Donald B. Shackelford
/s/ ALEX SHUMATE Director May 20, 1996
- -------------------------
Alex Shumate
Director , 1996
- ------------------------- ------
Roger D. Blackwell
</TABLE>
