SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
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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
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Common Stock 1,000,000 $43.81 $43,812,500 $13,276.50
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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 4, 1997, 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 8, 1997, filed with the
Commission on Form 10-K for the fiscal year ended January 31, 1997;
2. The Registrant's Quarterly Report, dated June 13, 1997, filed with the
Commission on Form 10-Q for the fiscal quarter ended April 30, 1997; 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 7,600 shares of Common Stock and options to purchase up to 82,000
additional shares, of which options to acquire 61,000 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 8th day of
August, 1997.
TIFFANY & CO.
(Registrant)
By: s/s William R. Chaney
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(William R. Chaney, Chairman of the Board
and Chief Executive Officer)
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/s William R. Chaney Chairman of the Board November 21, 1996
William R. Chaney and Chief Executive Officer
(principal executive officer)
s/s James N. Fernandez Senior Vice President - November 21, 1996
James N. Fernandez Finance
(principal financial officer)
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s/s Larry M. Segall Vice President - November 21, 1996
Larry M. Segall Treasurer and Controller
(principal accounting
officer)
s/s Jane A. Dudley Director November 21, 1996
Jane A. Dudley
s/s Samuel L. Hayes, III Director November 21, 1996
Samuel L. Hayes, III
s/s Michael J. Kowalski Director November 21, 1996
Michael J. Kowalski
/s/ Charles K Marquis Director November 21, 1996
Charles K. Marquis
s/s James E. Quinn Director November 21, 1996
James E. Quinn
s/s Yoshiaki Sakakura Director November 21, 1996
Yoshiaki Sakakura
/s/ William A Shutzer Director November 21, 1996
William A. Shutzer
/s/ Geraldine Stutz Director November 21, 1996
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-K for the fiscal year
ended January 31, 1997)
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 8, 1997
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 1,000,000 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, March 17, 1994, March
21, 1996, and November 21, 1996, (c) resolutions adopted by the shareholders of
the Company on May 19, 1988, May 17, 1990, May 21, 1992, May 19, 1994, and May
16, 1996, (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 8, 1997
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/s Patrick B. Dorsey
Senior Vice President
General Counsel and Secretary
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Exhibit 24.4
[Coopers & Lybrand Letterhead]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Tiffany & Co. (the "Company") on Form S-8 of our report dated March 5, 1997 on
our audits of the consolidated financial statements and financial statement
schedules of the Company as of January 31, 1997 and 1996, and for each of the
three years in the period ended January 31, 1997, which report is incorporated
by reference in the Company's Annual Report on Form 10-K (File No. 1-9494).
s/s Coopers & Lybrand L.L.P.
New York, New York
Dated: August 8, 1997
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