SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tiffany & Co.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
13-3228013
(I.R.S. Employer Identification No.)
727 Fifth Avenue
New York, New York 10022
(Address of Principal Executive Offices)
1986 Stock Option Plan
(Full Title of the Plan)
Patrick B. Dorsey, Esq.
Senior Vice President - General Counsel
Tiffany & Co.
727 Fifth Avenue
New York, New York 10022
(Name and Address of Agent For Service)
(212) 755-8000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
Common Stock 500,000 $39.75 $19,875,000 $6,853.45
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(1) These amounts have been estimated solely for the purpose of
calculating the registration fee. Pursuant to Rule 457(c), these amounts have
been computed on the basis of the average of the high and low prices for the
Registrant's Common Stock reported on the New York Exchange Composite Tape
for August 10, 1995, a date within five days prior to the date of filing of the
Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this
Registration Statement in accordance with Rule 428
under the Securities Act of 1933 and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents which have heretofore been filed by the Registrant
with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Act of 1933, as amended (the "1933 Act"), and pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:
1. The Registrant's Annual Report, dated April 7, 1995, filed with the
Commission on Form 10-K for the fiscal year ended January 31, 1995;
2. The Registrant's Quarterly Report, dated June 8, 1995, filed with the
Commission on Form 10-Q for the fiscal quarter ended April 30, 1995;
and
3. Description of the Registrant's Common Stock contained in the
Registration Statement filed with the Commission on Form S-1
(Registration No. 33-12818), as most recently amended on May 5, 1987,
including the Prospectus for the Registrant's Common Stock dated May
5, 1987, as supplemented by the Registration Statement filed with the
Commission on Form 8-A.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act, prior to the filing of a post-effective amendment
to this 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 made part hereof from their respective dates of
filing (such documents, and the documents listed above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the
documents enumerated above or subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during
which the offering made by this Registration Statement is in effect prior
to the filing with the Commission of the Registrant's Annual Report on Form
10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this Registration Statement or be a part
hereof from and after the filing of such Annual Report on Form 10-K.
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Any statement contained herein or in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document 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.
The Registrant will provide without charge to each person to whom a copy of
the Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the documents referred to in this Item 3 of Part II
which have been or may be incorporated by reference in this Registration
Statement, other than exhibits thereto (unless such exhibits are
specifically incorporated by reference in such documents). Requests for
such copies should be directed to Tarz F. Palomba, Assistant Secretary,
Tiffany & Co., 727 Fifth Avenue, New York, New York 10022; telephone
(212) 605-4195. Additional updating information with respect to the
securities and plan covered herein may be provided in the future by means
of supplements to the Prospectus.
Item 4. Description of Securities.
Not required.
Item 5. Interests of Named Experts and Counsel
The legality of the shares of Common Stock being offered hereby has been
passed upon by Patrick B. Dorsey, Senior Vice President, General Counsel
and Secretary of the Registrant. As of the date of this Registration
Statement, Mr. Dorsey owned 3,800 shares of Common Stock and options to
purchase up to 40,000 additional shares, of which options to acquire 29,500
shares are presently exercisable.
Item 6. Indemnification of Directors and Officers
The contents of the section entitled "Indemnification of Officers and
Directors" from Registrant's Registration Statement on Form S-8,
Registration Statement No. 33-23651, are incorporated herein by reference.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits on page 6.
Item 9. Undertakings
The contents of the sections entitled "Undertakings" and "Indemnification
of Officers and Directors" from Registrant's Registration Statement on Form
S-8, Registration Statement No. 33-23651, are incorporated herein by
reference.
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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 and State of New York,
on the 14th day of August, 1995.
TIFFANY & CO.
(Registrant)
By: /s/ William R. Chaney
----------------------------------
William R. Chaney, Chairman of the Board
and President)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints WILLIAM R. CHANEY, JAMES N.
FERNANDEZ and PATRICK B. DORSEY his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement and any or all amendments
to the Registration Statement, including pre-effective and post-effective
amendments, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do, and hereby ratifies and confirms all his
said attorneys-in-fact and agents, each acting alone, 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/ William R. Chaney Chairman of the Board July 20, 1995
William R. Chaney and President
(principal executive officer)
/s/ James N. Fernandez Senior Vice President July 20, 1995
James N. Fernandez Finance
(principal financial officer)
/s/ Larry M. Segall Vice President July 20, 1995
Larry M. Segall Treasurer and Controller
(principal accounting officer)
/s/ Jane A. Dudley Director July 20, 1995
Jane A. Dudley
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/s/ Samuel L. Hayes, III Director July 20, 1995
Samuel L. Hayes, III
/s/ Michael J. Kowalski Director July 20, 1995
Michael J. Kowalski
/s/ Charles K. Marquis Director July 20, 1995
Charles K. Marquis
/s/ James E. Quinn Director July 20, 1995
James E. Quinn
/s/ Yoshiaki Sakakura Director July 20, 1995
Yoshiaki Sakakura
/s/ William A. Shutzer Director July 20, 1995
William A. Shutzer
/s/ Geraldine Stutz Director July 20, 1995
Geraldine Stutz
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EXHIBIT INDEX
Each exhibit is listed according to the number assigned to it in the
Exhibit Table of Item 601 of Regulation S-K. The exhibit numbers preceded
by an asterisk (*) indicate exhibits physically filed with this
Registration Statement. All other exhibit numbers indicate exhibits filed
by incorporation by reference herein.
Exhibit Number Description Page
4.1 Restated Certificate of Incorporation of the
Registrant (incorporated by reference to
Exhibit 3.1 to Registrant's Report on Form
8-K dated June 23, 1989)
4.2 By-Laws of the Registrant (incorporated by
reference to Exhibit 3.2 to Registrant's
Report on Form 10-K for the fiscal year
ended January 31, 1995)
4.4 Registrant's 1986 Stock Option Plan and
form of stock option agreement
(incorporated by reference to Exhibit 10.3
to Registrant's Report on Form 10-Q for the
fiscal quarter ended April 30, 1994)
4.6 Form of Rights Agreement dated as of November
17, 1988 by and between Registrant and
Manufacturers Hanover Trust Company, as
Rights Agent (incorporated by reference to
Exhibit 4.1 to Registrant's Report on Form
8-K dated November 18, 1988)
4.7 Amendment to Rights Agreement dated as of
September 21, 1989 by and between Registrant
and Manufacturers Hanover Trust Company, as
Rights Agent (incorporated by reference to
Exhibit 4.1 to Registrant's Report on Form
8-K dated September 28, 1989)
*5.2 Opinion of counsel, including consent 7
*24.4 Consent of Independent Public Accountants 9
*24.5 Consent of counsel (included in Exhibit 5.2)
*25.1 Power of Attorney (included at page 4)
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Exhibit 5.2
[Tiffany & Co. Letterhead]
August 14, 1995
Tiffany & Co.
727 Fifth Avenue
New York, New York 10022
Gentlemen:
As Senior Vice President, General Counsel and Secretary of Tiffany &
Co., a Delaware corporation (the "Company"), I am familiar with the
Company's Registration Statement on Form S-8 being filed today (the
"Registration Statement") with the Securities and Exchange Commission. The
Registration Statement relates to the registration under the Securities Act
of 1933, as amended (the "Act"), of 500,000 additional shares (the
"Shares") of the Company's common stock, $0.01 par value per share,
issuable pursuant to the Company's 1986 Stock Option Plan (the "Option
Plan").
In that connection, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of such documents, corporate
records and other instruments as I have deemed necessary for the purposes
of this opinion, including the following: (a) the Certificate of
Incorporation and By-Laws of the Company, as amended, (b) resolutions
adopted by the Board of Directors of the Company at meetings held on
September 18, 1986, November 20, 1986, March 19, 1987, January 21, 1988,
May 18, 1989, July 20, 1989, December 5, 1989, January 18, 1990, March 19,
1992, January 20, 1994 and March 17, 1994, (c) resolutions adopted by the
shareholders of the Company on May 19, 1988, May 17, 1990, May 21, 1992 and
May 19, 1994, (d) Action by Written Consent of Stockholders in Lieu of
Meeting of March 19, 1987 and (e) the Option Plan. For purposes of this
opinion, I have assumed the genuineness of the signatures and authority of
persons signing documents on behalf of parties other than the Company, and
the due authorization, execution and delivery of all documents by the
parties thereto other than the Company.
This opinion is delivered pursuant to the requirements of Item
601(b)(5) of Regulation S-K under the Act.
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Tiffany & Co.
August 14, 1995
Page Two
Based upon the foregoing, I am of the opinion that the Shares will be,
upon issuance and delivery and payment therefor in the manner described in
the Option Plan and the option agreements issued thereunder, duly and
validly authorized, issued and outstanding, fully paid and nonassessable
with no personal liability attaching to the ownership thereof.
I hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement.
Sincerely,
/s/ Patrick B. Dorsey
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Exhibit 24.4
[Coopers & Lybrand L.L.P. Letterhead]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the registration
statement of Tiffany & Co. on Form S-8 of our report dated March 6, 1995 on
our audits of the consolidated financial statements and financial statement
schedules of Tiffany & Co. and Subsidiaries as of January 31, 1995 and
1994, and for each of the three years in the period ended January 31, 1995,
which report is incorporated by reference in Tiffany & Co.'s Annual Report
on Form 10-K (File No. 1-9494).
/s/ Coopers & Lybrand L.L.P.
New York, New York
August 14, 1995
