As filed with the Securities and Exchange Commission on July 24, 2002
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ANNTAYLOR STORES CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Delaware 13-3499319
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
142 West 57th Street
New York, New York 10019
(Address if Principal Executive Office) (Zip Code)
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ANNTAYLOR STORES CORPORATION
2002 STOCK OPTION AND RESTRICTED STOCK AND UNIT AWARD PLAN
(Full Title of the Plan)
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Barbara K. Eisenberg, Esquire
Senior Vice President, General Counsel and Secretary
AnnTaylor Stores Corporation
142 West 57th Street
New York, New York
(Name and Address of Agent For Service)
(212) 541-3300
(Telephone Number, Including Area Code, of Agent For Service)
__________________________________
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Amount of
Title of Securities Amount to be Offering Price Per Maximum Registration
to be Registered Registered Security (1) Aggregate Fee
Offering
Price (1)
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AnnTaylor Stores Corporation Common
Stock, par value $0.0068 per share 3,000,000 $22.12 $66,360,000 $6,106
======================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act of 1933,
as amended (the "Securities Act"), on the basis of the average of
the high and low sale prices for common stock of AnnTaylor Stores
Corporation as reported on the New York Stock Exchange on July 22,
2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part
I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule
424. The Registrant (as defined below) shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of
any or all of the documents included in such file. Such documents, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registration Statement is being filed solely to register the
issuance of 3,000,000 shares of common stock, par value $.0068 per share
(after giving effect to the three-for-two common stock split on May 20,
2002) (the "Common Stock") of AnnTaylor Stores Corporation, a Delaware
corporation (the "Registrant"), pursuant to the Registrant's 2002 Stock
Option and Restricted Stock and Unit Award Plan (the "Plan").
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated
herein by reference:
o The Registrant's Annual Report on Form 10-K for the fiscal
year ended February 2, 2002 (filed on April 4, 2002).
o The Registrant's Quarterly Report on Form 10-Q for the
quarter ended May 4, 2002 (filed on June 14, 2002).
o The Registrant's Current Reports on Form 8-K dated April 11,
2002 and April 18, 2002.
o The Registrant's Proxy Statement, dated April 4, 2002,
relating to the Registrant's 2002 Annual Meeting of
Stockholders.
o The description of the Common Stock of the Registrant set
forth in the Registrant's Registration Statement on Form
8-A, dated May 15, 1991, filed pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and any amendment or report filed for the purpose of
updating such description.
o All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
after the date hereof and prior to the filing of a
post-effective amendment which indicates that all of the
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 to be a part hereof from the date
of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by
reference herein 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 document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware and the
Restated Certificate of Incorporation of the Registrant limit the liability
of and provide indemnification for directors and officers of the
Registrant. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
4.1 Amended and Restated Rights Agreement, dated as of May
1, 2001, between AnnTaylor Stores Corporation and
Mellon Investor Services LLC, as Rights Agent (filed as
Exhibit 1 to the Registration Statement on Form 8-A/A,
filed on May 24, 2001 and incorporated herein by
reference)
23.1 Consent of Deloitte & Touche LLP
24 Powers of Attorney (included on signature page)
ITEM 9. REQUIRED UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange 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.
(c) Insofar as indemnification for liabilities arising under the
Securities 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
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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, State of New York, on
July 24, 2002.
ANNTAYLOR STORES CORPORATION
By: /s/ Barry Erdos
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Name: Barry Erdos
Title: Chief Operating Officer
POWERS OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Barry Erdos, Barbara K. Eisenberg
and James M. Smith, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
revocation, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the
same with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them,
or their, his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in
the capacities indicated.
NAME TITLE DATE
Chairman, Chief Executive
/s/ J. Patrick Spainhour Officer and Director July 24, 2002
------------------------------------- (Principal Executive Officer and Director)
J. Patrick Spainhour
/s/ Barry Erdos Chief Operating Officer and Director July 24, 2002
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Barry Erdos
/s/ James M. Smith Senior Vice President, Chief July 24, 2002
----------------------------------- Financial Officer and Treasurer
James M. Smith (Principal Financial Officer)
/s/ Sallie A. DeMarsilis Vice President and Controller July 24, 2002
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Sallie A. DeMarsilis
/s/ Gerald S. Armstrong Director July 24, 2002
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Gerald S. Armstrong
/s/ James J. Burke, Jr. Director July 24, 2002
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James J. Burke, Jr.
/s/ Wesley E. Cantrell Director July 24, 2002
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Wesley E. Cantrell
/s/ Robert C. Grayson Director July 24, 2002
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Robert C. Grayson
/s/ Ronald W. Hovsepian Director July 24, 2002
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Ronald W. Hovsepian
/s/ Rochelle B. Lazarus Director July 24, 2002
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Rochelle B. Lazarus
/s/ Hanne M. Merriman Director July 24, 2002
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Hanne M. Merriman
LIST OF EXHIBITS
Exhibit No. Description of Exhibit
4.1 Amended and Restated Rights Agreement, dated as of
May 1, 2001, between AnnTaylor Stores Corporation
and Mellon Investor Services LLC, as Rights Agent
(filed as Exhibit 1 to the Registration Statement
on Form 8-A/A, filed on May 24, 2001 and
incorporated herein by reference)
23.1 Consent of Deloitte & Touche LLP
24 Powers of Attorney (included on signature page)