<PAGE> 1
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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Amount of
Title of Securities Amount to be Maximum Offering Maximum Aggregate Registration
to be Registered Registered Price Per Share (1) Offering Price (1) Fee
<S> <C> <C> <C> <C>
Common Stock 250,000 $43.0313 $10,757,825.00 $2,990.68
</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 August 10, 1999, a
date within five days prior to the date of filing of this Registration
Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document, which has 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"), is incorporated by
reference herein and shall be deemed to be a part hereof:
1. Registrant's Registration Statement, dated November 23, 1998, filed
with the Commission on Form S-8, Registration Statement File No.
333-67725, and relevant documents incorporated therein by reference
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 118,000
additional shares, of which options to acquire 67,000 shares are presently
exercisable.
ITEM 8. EXHIBITS
See Index to Exhibits on page 7.
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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 12th day of
August, 1999.
TIFFANY & CO.
(Registrant)
By: /s/ Michael J. Kowalski
------------------------------------------------
Michael J. Kowalski
(President 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ William R. Chaney Chairman of the Board and August 12, 1999
William R. Chaney Chief Executive Officer
(principal executive officer)
(director)
/s/ James N. Fernandez Executive Vice President and August 12, 1999
James N. Fernandez Chief Financial Officer
(principal financial officer)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Warren S. Feld Vice President - Controller August 12, 1999
Warren S. Feld (principal accounting officer)
/s/ Rose Marie Bravo Director August 12, 1999
Rose Marie Bravo
/s/ Samuel L. Hayes, III Director August 12, 1999
Samuel L Hayes, III
/s/ Michael J. Kowalski President August 12, 1999
Michael J. Kowalski (director)
/s/ Charles K. Marquis Director August 12, 1999
Charles K. Marquis
/s/ James E. Quinn Vice Chairman August 12, 1999
James E. Quinn (director)
/s/ William A. Shutzer Director August 12, 1999
William A. Shutzer
/s/ Geraldine Stutz Director August 12, 1999
Geraldine Stutz
</TABLE>
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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
-------------- ----------- ----
*5.1 Opinion of counsel, including consent 6-7
*23.1 Consent of Independent Accountants 8
*23.2 Consent of counsel (included in Exhibit 5.1)
*24.1 Power of Attorney (included at page 3)
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EXHIBIT 5.1
August 12, 1999
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 July 22, 1999 (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"), as a result of a
2-for-1 stock split declared by the Directors of the Company on approval of its
stockholders on May 20, 1999, to be effective July 21, 1999.
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 May 20, 1999, (c) resolutions adopted by the
shareholders of the Company on May 20, 1999, and (d) 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.
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Tiffany & Co.
August 12, 1999
Page Two
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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
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 2, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders of
Tiffany & Co., which is incorporated by reference in Tiffany & Co.'s Annual
Report on Form 10-K for the year ended January 31, 1999. we also consent to the
incorporation by reference of our report dated March 2, 1999 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
New York, New York
August 12, 1999
