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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)
1998 Employee Incentive 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 884,218 $39.2813 $34,733,232.52 $9,169.57
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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 16, 2000,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 pursuant to Instruction E of Form S-8, 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. 333-67723, 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 15,200 shares of Common Stock and options to purchase up to 266,000
additional shares, of which options to acquire 174,000 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 day of August
10, 2000.
TIFFANY & CO.
(Registrant)
By: /s/ Michael J. Kowalski
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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 MICHAEL J. KOWALSKI, 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.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael J. Kowalski President and Chief Executive August 10, 2000
Michael J. Kowalski Officer (principal executive officer)
(director)
/s/ James N. Fernandez Executive Vice President and August 10, 2000
James N. Fernandez Chief Financial Officer
(principal financial officer)
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<TABLE>
<S> <C> <C>
/s/ Warren S. Feld Vice President - Controller August 10, 2000
Warren S. Feld (principal accounting officer)
/s/ William R. Chaney Chairman of the Board August 10, 2000
William R. Chaney (director)
/s/ Rose Marie Bravo Director August , 2000
Rose Marie Bravo
/s/ Samuel L. Hayes, III Director August 12, 2000
Samuel L Hayes, III
/s/ Charles K. Marquis Director August 10, 2000
Charles K. Marquis
/s/ James E. Quinn Vice Chairman August 10, 2000
James E. Quinn (director)
/s/ William A. Shutzer Director August 15, 2000
William A. Shutzer
/s/ Geraldine Stutz Director August 10, 2000
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
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*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)
