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)
1998 Directors 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)
<TABLE>
CALCULATION OF REGISTRATION FEE
====================== =============== ================ ================ =============
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
====================== =============== ================ ================ ==============
<S> <C> <C> <C> <C>
Common Stock 250,000 $39.3475 $9,835,937.50 $2,901.60
====================== =============== ============== ================= ===============
</TABLE>
(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 November 16, 1998, a
date within five days prior to the date of filing of this Registration
Statement.
<PAGE>
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 9, 1998, filed with the
Commission on Form 10-K for the fiscal year ended January 31, 1998;
2. The Registrant's Quarterly Report, dated August 28, 1998, filed with
the Commission on Form 10-Q for the fiscal quarter ended July 31, 1998;
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 dated November 18,
1988, filed with the Commission on Form 8-A and the Registrant's Report
on Form 8-A/A dated September 25, 1998.
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.
<PAGE>
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 66,000
additional shares, of which options to acquire 43,500 shares are presently
exercisable.
Item 6. Indemnification of Directors and Officers
The Delaware Corporation Law (Section 145 of Title 8) permits indemnification of
directors, officers and employees in certain circumstances and subject to
certain limitations. The Registrant's Restated Certificate of Incorporation,
By-Laws and the Indemnity Agreement adopted by the Board of Directors on March
19, 1987, provide for indemnification of its directors, officers, employees and
other agents. In addition, the Registrant has purchased insurance policies that
provide coverage for its directors and officers in certain situations.
Insofar as indemnification for liabilities arising under the 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits on page 7.
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 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;
(2) That, for the purpose of determining liability under the 1933 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; and
(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.
The undersigned Registrant hereby further undertakes that, for the purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 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.
The undersigned Registrant hereby further undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered, to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
<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 and State of New York, on the 18th day of
November, 1998.
TIFFANY & CO.
(Registrant)
By: /s/ William R. Chaney
___________________________________
(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/ William R. Chaney
_______________________ Chairman of the Board and September 17, 1998
William R. Chaney Chief Executive Officer
(principal executive officer)
(director)
/s/ James N. Fernandez
________________________ Executive Vice President and September 17, 1998
James N. Fernandez Chief Financial Officer
(principal financial officer)
<PAGE>
/s/ Warren S. Feld
________________________ Vice President - Controller September 17, 1998
Warren S. Feld (principal accounting officer)
/s/ Rose Marie Bravo
________________________ Director September 17, 1998
Rose Marie Bravo
/s/ Samuel L Hayes, III
________________________ Director September 17, 1998
Samuel L Hayes, III
/s/ Michael J. Kowalski
________________________ President September 17, 1998
Michael J. Kowalski (director)
/s/ Charles K. Marquis
_______________________ Director September 17, 1998
Charles K. Marquis
/s/ James E. Quinn
________________________ Vice Chairman September 17, 1998
James E. Quinn (director)
________________________ Director September 17, 1998
Yoshiaka Sakakura
/s/ William A. Shutzer
________________________ Director September 17, 1998
William A. Shutzer
/s/Geraldine Stutz
________________________ Director September 17, 1998
Geraldine Stutz
<PAGE>
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
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 May 16, 1996)
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, 1998)
*4.3 Registrant's 1998 Directors Option Plan
4.4 Amended and Restated Rights
Agreement dated as of September 22,
1998, by and between Registrant and
Chase Mellon Shareholder Services, L.L.C.,
as Rights Agent, (incorporated by reference
to Exhibit 4.1.1 to Registrant's Report on
Form 8-A/A dated September 25, 1998)
*5.1 Opinion of counsel, including consent
*23.1 Consent of Independent Accountants
*23.2 Consent of counsel (included in Exhibit 5.1
*24.1 Power of Attorney (included at page 5)
Exhibit 4.3
TIFFANY & CO.
1998 DIRECTORS OPTION PLAN
Section 1
General
1.1 Purpose. The Tiffany & Co. Directors Option Plan (the "Plan") has
been established by Tiffany & Co., a Delaware corporation, (the "Company") to
advance the interests of the Company by enabling the Company to attract, retain
and motivate qualified individuals to serve on the Company's Board of Directors
and to align the financial interests of such individuals with those of the
Company's other stockholders by providing for or increasing the proprietary
interest of such individuals in the Company.
1.2 Participation. Subject to the terms and conditions of the Plan, the
Committee shall, from time to time, determine and designate from among Eligible
Individuals those persons who will be granted one or more Awards under the Plan.
Eligible Individuals who are granted Awards become "Participants" in the Plan.
In the discretion of the Committee, a Participant may be granted any Award
permitted under the provisions of the Plan, and more than one Award may be
granted to a Participant. Awards need not be identical but shall be subject to
the terms and conditions specified in the Plan. Subject to the last two
sentences of subsection 2.2 of the Plan, Awards may be granted as alternatives
to or in replacement for awards outstanding under the Plan, or any other plan or
arrangement of the Company.
1.3 Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Awards made under the Plan, shall be
subject to the provisions of Section 4 (relating to operation and
administration). Initially capitalized terms used in the Plan shall be defined
as set forth in the Plan (including in the definitional provisions of Section 7
of the Plan).
Section 2
Options
2.1 Definition. The grant of an "Option" entitles the Participant to
purchase Shares at an Exercise Price established by the Committee. Options
granted under this Section 2 shall be Non-Qualified Options. A "Non-Qualified
Option" is an Option that is not intended to be an "incentive stock option" as
that term is described in section 422(b) of the Code.
2.2 Exercise Price. The per-share "Exercise Price" of each Option
granted under this Section 2 shall be established by the Committee or shall be
determined by a formula established by the Committee at or prior to the time the
Option granted; except that the Exercise Price shall not be less than 100% of
the Fair Market Value of a Share as of the Pricing Date unless the Participant
has agreed to forgo all or a portion of his or her annual cash retainer or other
fees for service as a director of the Company in exchange for the Option, in
which case the difference between (a) the aggregate Fair Market Value
1998 DIRECTORS OPTION PLAN
May 21, 1998
Page 1
<PAGE>
of the Shares subject to the Option as of the Pricing Date and (b) the aggregate
Exercise Price for the Shares subject to the Option shall be equal to the amount
of the cash retainer or other such fees agreed to be forgone by the Participant.
For purposes of the preceding sentence, the "Pricing Date" shall be the date on
which the Option is granted unless the Option is granted on a date on which the
principal exchange on which the Stock is then listed or admitted to trading is
closed for trading, in which case the "Pricing Date" shall be the most recent
date on which such exchange was open for trading prior to such grant date.
Except as provided in subsection 4.2(c), the Exercise Price of any Option may
not be decreased after the grant of the Award. An Option may not be surrendered
as consideration in exchange for a new Award with a lower Exercise Price.
2.3 Exercise. Options shall be exercisable in accordance with such
terms and conditions and during such periods as may be established by the
Committee provided that no Option shall be exercisable after, and each Option
shall become void no later than, the tenth (10th ) anniversary of the date of
the grant of such option.
2.4 Payment of Option Exercise Price. The payment of the Exercise Price
of an Option granted under this Section 2 shall be subject to the
following:
(a) The Exercise Price may be paid by ordinary check or such other
form of tender as the Committee may specify.
(b) If permitted by the Committee, the Exercise Price for Shares
purchased upon the exercise of an Option may be paid in part
or in full by tendering Shares (by either actual delivery of
shares or by attestation, with such shares valued at Fair
Market Value as of the date of exercise). The Committee may
refuse to accept payment in Shares if such payment would
result in an accounting charge to the Company.
(c) The Committee may permit a Participant to elect to pay the
Exercise Price upon the exercise of an Option by irrevocably
authorizing a third party to sell Shares acquired upon
exercise of the Option (or a sufficient portion of such
shares) and remit to the Company a sufficient portion of the
sale proceeds to pay the entire Exercise Price and any tax
withholding resulting from such exercise.
Section 3
Stock Awards
3.1 Definition. A "Stock Award" is a grant of Shares or of a right to
receive Shares (or their cash equivalent or a combination of both).
3.2 Restrictions on Stock Awards. Each Stock Award shall be subject to
such conditions, restrictions and contingencies as the Committee shall
determine.
1998 DIRECTORS OPTION PLAN
May 21, 1998 Page 2
<PAGE>
Section 4
Operation and Administration
4.1 Effective Date and Duration. Subject to approval of the
stockholders of the Company at the Company's 1998 annual meeting, the Plan shall
be effective as of May 1, 1998 (the "Effective Date") and shall remain in effect
as long as any Awards under the Plan are outstanding; provided, however, that no
Award may be granted or otherwise made under the Plan on a date that is more
than ten (10) years from the date the Plan is adopted.
4.2 Shares Subject to Plan.
(a) (i) Subject to the following provisions of this subsection
4.2, the maximum aggregate number of Shares that may be
delivered to Participants and their beneficiaries under the
Plan shall be Two Hundred and Fifty Thousand (250,000) Shares.
Shares issued under the Plan may authorized and unissued
Shares or Shares reacquired by the Company.
(ii) Any Shares granted under the Plan that are forfeited
because of the failure to meet an Award contingency or
condition shall again be available for delivery pursuant to
new Awards granted under the Plan. To the extent any Shares
covered by an Award are not delivered to a Participant or a
Participant's beneficiary because the Award is forfeited or
canceled, or the shares of Stock are not delivered because the
Award is settled in cash, such shares shall not be deemed to
have been delivered for purposes of determining the maximum
number of Shares available for delivery under the Plan.
(iii) If the Exercise Price of any Option granted under the
Plan is satisfied by tendering Shares to the Company (by
either actual delivery or attestation) or by the Company
withholding shares, only the number of Shares issued net of
the Shares tendered or withheld shall be deemed delivered for
purposes of determining the maximum number of Shares available
for delivery under the Plan.
(b) Subject to adjustment under paragraph 4.2(c), the following
additional limitation is imposed under the Plan: the maximum
aggregate number of Shares that may be awarded to any one
Participant in any single fiscal year of the Company, either
as Shares subject to Options, Stock Awards or any combination
of Options and Stock Awards shall be Five Thousand (5,000)
Shares.
(c) If the outstanding Shares are increased or decreased, or are
changed into or exchanged for cash, property, or a different
number or kind of shares or
1998 DIRECTORS OPTION PLAN Page 3
May 21, 1998
<PAGE>
securities, or if cash, property or Shares or other securities
are distributed in respect of such outstanding Shares, in
either case as a result of one or moremergers, reorganizations,
reclassifications, recapitalizations, stock splits, reverse
stock splits, stock dividends, dividends (other than regular,
quarterly dividends) or other distributions, spin-offs or the
like, or if substantially all of the property and assets of the
Company are sold, then, unless the terms of the transaction
shall provide otherwise, appropriate adjustments shall be made
in the number and/or type of shares or securities for which
Awards may thereafter be granted under the Plan and for which
Awards then outstanding under the Plan may thereafter be
exercised. Any such adjustments in outstanding Awards shall be
made without changing the aggregate Exercise Price applicable
to the unexercised portions of outstanding Options. The
Committee shall make such adjustments to preserve the benefits
or potential benefits of the Plan and the Awards; such
adjustments may include, but shall not be limited to,
adjustment of: (i) the number and kind of shares which may be
delivered under the Plan; (ii) the number and kind of shares
subject to outstanding Awards; (iii) the Exercise Price of
outstanding Options; and (iv) any other adjustments that the
Committee determines to be equitable. No right to purchase or
receive fractional shares shall result from any adjustment in
Options or Stock Awards pursuant to this paragraph 4.2(c). In
case of any such adjustment, Shares subject to the Option or
Stock Award shall be rounded up to the nearest whole Share.
4.3 Limit on Distribution. Distribution of Shares or other amounts
under the Plan shall be subject to the following:
(a) Notwithstanding any other provision of the Plan, the Company
shall have no obligation to deliver any Shares under the
Plan or make any other distribution of benefits under the
Plan unless such delivery or distribution would comply with
all applicable laws (including, without limitation, the
requirements of the Securities Act of 1933) and the
applicable requirements of any securities exchange or similar
entity and the Committee may impose such restrictions on any
Shares acquired pursuant to the Plan as the Committee may
deem advisable, including, without limitation, restrictions
under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such
Shares are then listed and/or traded, and under any blue sky
or state securities laws applicable to such Shares. In the
event that the Committee determines in its discretion that
the registration, listing or qualification of the Shares
issuable under the Plan on any securities exchange or under
any applicable law or governmental regulation is necessary as
a condition to the issuance of such Shares under an Option or
Stock Award,such Option or Stock Award shall not be exercisable
or exercised in whole or in part unless such registration,
listing and qualification, and any necessary consents or
approvals have been unconditionally obtained.
1998 DIRECTORS OPTION PLAN Page 4
May 21, 1998
<PAGE>
(b) Distribution of Shares under the Plan may be effected on a
non-certificated basis, to the extent not prohibited by
applicable law or the applicable rules of any stock exchange.
4.4 Tax Withholding. Before distribution of Shares under the Plan, the
Company may require the recipient to remit to the Company an amount
sufficient to satisfy any federal, state or local tax withholding
requirements or, if agreed by the Committee, the Company may withhold
from the Shares to be delivered and/or otherwise issued Shares
sufficient to satisfy all or a portion of such tax withholding
requirements. Whenever under the Plan payments are to be made in cash,
such payments may be net of an amount sufficient to satisfy any
federal, state or local tax withholding requirements. Neither the
Company nor any Related Company shall be liable to a Participant or any
other person as to any tax consequence expected, but not realized, by
any Participant or other person due to the receipt or exercise of any
Award hereunder.
4.5 Payment for Shares. Subject to the limitations of subsection 4.2 on
the number of Shares that may be delivered under the Plan, the
Committee may use available Shares as the form of payment for
compensation, grants or rights earned or due under any other
compensation plans or arrangements of the Company. The Committee may
provide in the Award Agreement that the Shares to be issued upon
exercise of an Option or receipt of a Stock Award shall be subject to
such further conditions, restrictions or agreements as the Committee in
its discretion may specify, including without limitation, conditions on
vesting or transferability, and forfeiture and repurchase provisions.
4.6 Dividends and Dividend Equivalents. An Award may provide the
Participant with the right to receive dividends or dividend equivalent
payments with respect to Shares which may be either paid currently or
credited to an account for the Participant, and which may be settled in
cash or Shares as determined by the Committee. Any such settlements,
and any such crediting of dividends or dividend equivalents or
reinvestment in Shares may be subject to such conditions, restrictions
and contingencies as the Committee shall establish, including
reinvestment of such credited amounts in Stock equivalents.
4.7 Settlements; Deferred Delivery. Awards may be settled through cash
payments, the delivery of Shares, the granting of replacement Awards,
or combinations thereof, all subject to such conditions, restrictions
and contingencies as the Committee shall determine. The Committee may
establish provisions for the deferred delivery of Shares upon the
exercise of an Option or receipt of a Stock Award with the deferral
evidenced by use of "Stock Units" equal in number to the number of
Shares whose delivery is so deferred. A "Stock Unit" is a bookkeeping
entry representing an amount equivalent to the Fair Market Value of one
Share. Stock Units represent an unfunded and unsecured obligation of
the Company except as otherwise provided by the Committee. Settlement
of Stock
1998 DIRECTORS OPTION PLAN Page 5
May 21, 1998
<PAGE>
Units upon expiration of the deferral period shall be made in Shares
or otherwise as determined by the Committee. The amount of Shares, or
other settlement medium, to be so distributed may be increased by an
interest factor or by dividend equivalents. Until a Stock Unit is
settled, the number of Shares represented by a Stock Unit shall be
subject to adjustment pursuant to paragraph 4.2(c). Unless otherwise
specified by the Committee, any deferred delivery of Shares pursuant
to an Award shall be settled by the delivery of Shares no later than
the 60th day following the date the person to whom such deferred
delivery must be made ceases to be a director of the Company.
4.8 Transferability. Unless otherwise provided by the Committee, any
Option granted under the Plan, and, until vested, any Stock Award
granted under the Plan, shall by its terms be nontransferable by the
Participant otherwise than by will, the laws of descent and
distribution, and shall be exercisable by, or become vested in, during
the Participant's lifetime, only the Participant.
4.9 Form and Time of Elections. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other
person entitled to benefits under the Plan, and any permitted
modification, or revocation thereof, shall be in writing filed with the
secretary of the Company at such times, in such form, and subject to
such restrictions and limitations, not inconsistent with the terms of
the Plan, as the Committee shall require.
4.10 Award Agreements with Company; Vesting and Acceleration of Vesting
of Awards. At the time of an Award to a participant under the Plan, the
Committee may require a Participant to enter into an agreement with the
Company (an "Award Agreement") in a form specified by the Committee,
agreeing to the terms and conditions of the Plan and to such additional
terms and conditions, not inconsistent with the Plan, as the Committee
may, in its sole discretion, prescribe, including, but not limited to,
conditions to the vesting or exercisability of an Award, such as
continued service as a director of the Company for a specified period
of time. The Committee may waive such conditions to and/or accelerate
exercisability or vesting of an Option or Stock Award, either
automatically upon the occurrence of specified events (including in
connection with a change of control of the Company) or otherwise in its
discretion.
4.11 Limitation of Implied Rights.
(a) Neither a Participant nor any other person shall, by reason of
the Plan or any Award Agreement, acquire any right in or title
to any assets, funds or property of the Company or any Related
Company whatsoever, including, without limitation, any
specific funds, assets, or other property which the Company or
any Related Company, in their sole discretion, may set aside
in anticipation of a liability under the Plan. A Participant
shall have only a contractual right to the Shares or amounts,
if any, payable under the Plan, unsecured by the assets of the
Company or of any Related Company.
1998 DIRECTORS OPTION PLAN Page 6
May 21, 1998
<PAGE>
Nothing contained in the Plan or any Award Agreement shall
constitute a guarantee that the assets of such companies shall
be sufficient to pay any benefits to any person.
(b) Neither the Plan nor any Award Agreement shall constitute a
contract of employment, and selection as a Participant will
not confer upon any Participant any right to serve as a
director of the Company, nor any right or claim to any benefit
under the Plan, unless such right or claim has specifically
accrued under the terms of the Plan or an Award. Except as
otherwise provided in the Plan, no Award under the Plan shall
confer upon the holder thereof any right as a stockholder of
the Company prior to the date on which the individual fulfills
all conditions for receipt of such rights.
4.12 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which an officer
of the Company acting on it considers pertinent and reliable, and
signed, made or presented by the proper party or parties.
4.13 Action by Company. Any action required or permitted to be taken by
the Company shall be by resolution of the Board, or by action of one or
more members of such Board (including a committee of such board) who
are duly authorized to act for such Board, or (except to the extent
prohibited by applicable law or applicable rules of any stock exchange)
by a duly authorized officer of the Company.
4.14 Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the
plural and the plural shall include the singular.
4.15 Non-exclusivity of the Plan. Neither the adoption of the Plan by
the Board of Directors of the Company nor the submission of the Plan to
the stockholders of the Company for approval shall be construed as
creating any limitations on the power of such Board of Directors or a
committee of such Board to adopt such other incentive arrangements as
it or they may deem desirable, including without limitation, the
granting of restricted stock, stock options or cash bonuses otherwise
than under the Plan, and such arrangements may be generally applicable
or applicable only in specific cases.
Section 5
Committee
5.1 Administration. The authority to control and manage the
operation and administration of the Plan shall be vested in the Board
and/or a committee of the Board (either the Board or such committee the
"Committee" hereunder) in accordance with this Section 5.
1998 DIRECTORS OPTION PLAN Page 7
May 21, 1998
<PAGE>
5.2 Selection of Committee. If consisting of less than the
full membership of the Board, the Committee shall be selected by the
Board and shall consist of two or more members of the Board.
5.3 Powers of Committee. The authority to manage and control
the operation and administration of the Plan shall be vested in the
Committee, subject to the following:
(a) Subject to the provisions of the Plan, the Committee
will have the authority and discretion to select from
amongst Eligible Individuals those persons who shall
receive Awards, to determine who is an Eligible
Individual, to determine the time or time of receipt,
to determine the types of Awards and the number of
Shares covered by the Awards, to establish the terms,
conditions, restrictions, and other provisions of
such Awards and Award Agreements, and (subject to the
restrictions imposed by Section 6) to cancel, amend
or suspend Awards. In making such Award
determinations, the Committee may take into account
such factors as the Committee deems relevant.
(b) The Committee will have the authority and discretion
to establish terms and conditions of Awards as the
Committee determines to be necessary or appropriate
to conform to applicable requirements or practices of
jurisdictions outside the United States.
(c) The Committee will have the authority and discretion
to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the
Plan, to determine the terms and provisions of any
Award Agreements, and to make all other
determinations that may be necessary or advisable for
the administration of the Plan.
(d) Any interpretation of the Plan by the Committee and
any decision made by the Committee under the Plan is
final and binding.
(e) In controlling and managing the operation and
administration of the Plan, the Committee shall act
by a majority of its then members, by meeting or by
writing filed without a meeting. The Committee shall
maintain adequate records concerning the Plan and
concerning its proceedings and acts in such form and
detail as the Committee may decide.
5.4 Delegation by Committee. Except to the extent prohibited by applicable law
or the applicable rules of a stock exchange, the Committee may allocate all or
any portion of its powers and responsibilities to any one or more of its members
and may delegate all or
1998 DIRECTORS OPTION PLAN Page 8
May 21, 1998
<PAGE>
part of its responsibilities and powers to any person or persons selected by it.
Any such allocation or delegation may be revoked by the Committee at any time.
5.5 Information to be Furnished to Committee. The Company shall furnish the
Committee with such data and information as may be requested by the Committee to
discharge its duties. The records of the Company as to an Eligible Individual's
or a Participant's service as a director shall be conclusive on all persons
unless determined to be incorrect by the Committee. Participants and other
persons entitled to benefits under the Plan must furnish the Committee such
evidence, data or information as the Committee considers necessary or desirable
to carry out the terms of the Plan.
Section 6
Amendment and Termination
6.1 Board's Right to Amend or Terminate. Subject to the limitations set
forth in this Section 6, the Board may, at any time, amend or terminate the
Plan.
6.2 Amendments Requiring Stockholder Approval. Other than as provided
in subsection 4.2 (c) (relating to certain adjustments to Shares), the approval
of the Company's stockholders shall be required for any amendment which: (i)
materially increases the maximum number of Shares that may be delivered to
Participants under the Plan set forth in subsection 4.2(a); (ii) increases the
limitation contained in Section 4.2(b); (iii) decreases the Exercise Price of
any Option below the minimum provided in subsection 2.2; (iv) modifies or
eliminates the prohibitions stated in the final two sentences of subsection 2.2;
or (v) increases the maximum term of any Option set forth in Section 2.3.
Whenever the approval of the Company's stockholders is required pursuant to this
subsection 6.2, such approval shall be sufficient if obtained by a majority vote
of those stockholders present or represented and actually voting on the matter
at a meeting of stockholders duly called, at which meeting a majority of the
outstanding shares actually vote on such matter.
6.3 Consent of Affected Participants. No amendment to or termination of
the Plan shall, in the absence of written consent to the change by the affected
Participant (or, if the Participant is not then living or if the Award has been
transferred pursuant to a right of transfer contained in an Award Agreement, the
affected beneficiary or affected transferee, as the case may be), adversely
affect the rights of any Participant, beneficiary or permitted transferee under
any Award granted under the Plan prior to the date such amendment or termination
is adopted by the Board.
1998 DIRECTORS OPTION PLAN Page 9
May 21, 1998
<PAGE>
Section 7
Defined Terms
For the purposes of the Plan, the terms listed below shall be defined as
follows:
Award. The term "Award" shall mean, individually and collectively, any award or
benefit granted to any Participant under the Plan, including, without
limitation, the grant of Options and Stock Awards.
Award Agreement. The term "Award Agreement" is defined in subsection 4.10.
Board. The term "Board" shall mean the Board of Directors of the Company.
Code. The term "Code" shall mean the Internal Revenue Code of 1986, as amended.
A reference to any provision of the Code shall include reference to any
successor provision of the Code or of any law that is enacted to replace the
Code.
Eligible Individual. The term "Eligible Individual" shall mean a "Non-Employee
Director." The term "Non-Employee Director" means a member of the Board who is
not at the time also an employee of the Company or a Related Company. For the
purposes of the Plan, the Chairman of the Board's status as an employee shall be
determined by the Board.
Fair Market Value. For purposes of determining the "Fair Market Value" of a
share of Stock, the following rules shall apply:
(i) If the Stock is at the time listed or admitted to trading on any
stock exchange, then the Fair Market Value shall be the mean between
the lowest and the highest reported sales prices of the Stock on the
date in question on the principal exchange on which the Stock is then
listed or admitted to trading. If no reported sale of Stock take place
on the date in question on the principal exchange, then the reported
closing asked price of the Stock on such date on the principal exchange
shall be determinative of Fair Market Value.
(ii) If the Stock is not at the time listed or admitted to trading on a
stock exchange, the Fair Market Value shall be the mean between the
lowest reported bid price and the highest reported asked price of the
Stock on the date in question in the over-the-counter market, as such
prices are reported in a publication of general circulation selected by
the Committee and regularly reporting the market price of the Stock in
such market.
(iii) If the Stock is not listed or admitted to trading on any stock
exchange or traded in the over-the-counter market, the Fair Market
Value shall be as determined by the Committee, acting in good faith.
1998 DIRECTORS OPTION PLAN Page 10
May 21, 1998
<PAGE>
Related Companies. The term "Related Company" means
(i) any corporation, partnership, joint venture or other entity during
any period in which such corporation, partnership, joint venture or
other entity owns, directly or indirectly, at least fifty percent (50%)
of the voting power of all classes of voting stock of the Company (or
any corporation, partnership, joint venture or other entity which is a
successor to the Company);
(ii) any corporation, partnership, joint venture or other entity during
any period in which the Company (or any corporation, partnership, joint
venture or other entity which is a successor to the Company or any
entity that is a Related Company by reason of clause (i) next above)
owns, directly or indirectly, at least a fifty percent (50%) voting or
profits interest; or
(iii) any business venture in which the Company has a significant
interest, as determined in the discretion of the Committee.
Shares. The term "Shares" shall mean shares of the Common Stock of the Company,
$.01 par value, as presently constituted, subject to adjustment as provided in
paragraph 4.2(c) above.
Section 8
Successors
All obligations of the Company under the Plan with respect to Awards
shall be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation
or otherwise, of all or substantially all of the business and/or assets of the
Company.
1998 DIRECTORS OPTION PLAN Page 11
May 21, 1998
EXHIBIT 5.1
[TIFFANY & CO. LETTERHEAD]
November 18, 1998
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 dated November 18, 1998 (the "Registration
Statement") to be filed with the Securities and Exchange Commission. The
Registration Statement relates to the registration under the Securities Act of
1933, as amended (the "Act"), of 250,000 additional shares (the "Shares") of the
Company's common stock, $0.01 par value per share, issuable pursuant to the
Company's 1998 Directors Option Plan (the "Directors 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 March 19, 1998, and September 17,
1998, (c) resolutions adopted by the shareholders of the Company on May 21,
1998, and (e) the Directors 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.
<PAGE>
Tiffany & Co.
November 18, 1998
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
Directors 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 5.1 to the
Registration Statement.
Sincerely,
/S/ Patrick B. Dorsey
Patrick B. Dorsey
Senior Vice President,
General Counsel and Secretary
EXHIBIT 23.1
[PricewaterhouseCoopers LLP Letterhead]
CONSENT OF INDEPENDENT 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 3, 1998, on
our audits of the consolidated financial statements and financial statement
schedule of the Company as of January 31, 1998 and 1997 and for each of the
three years in the period ended January 31, 1998, which report is incorporated
by reference in the Company's Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
/s/ PricewaterhouseCoopers LLP
New York, New York
November 18, 1998
