As filed with the Securities and Exchange Commission on February 10, 2006
Registration No. 333-______
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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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COACH, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-2242751
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
516 West 34th Street 10001
New York, New York (Zip Code)
(Address of principal executive offices)
Coach, Inc. 2004 Stock Incentive Plan
(Full titles of the Plan)
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Carole P. Sadler, Esq.
Senior Vice President, General Counsel and Secretary
Coach, Inc.
516 West 34th Street
New York, New York 10001
(212) 594-1850
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Calculation of Registration Fee
================================================================================
Title of Amount of Proposed Maximum Proposed Maximum Amount of
Securities to Shares to be Offering Price Aggregate Offering Registration
be Registered Registered (1) Per Share (2) Price (2) Fee
================================================================================
Common Stock 20,000,000 $35.62 $712,400,000 $76,227
$0.01 par value
(1) The Coach, Inc. 2004 Stock Incentive Plan (the "Plan") authorizes the
issuance of up to a maximum of 20,000,000 shares of common stock, par
value $0.01 per share ("Common Stock"), of Coach, Inc. (the "Company").
(Pursuant to a two-for-one stock split of the Common Stock effected in
the form of a special dividend of one share of the Common Stock for each
share of Common Stock outstanding, which was distributed on April 4,
2005, the original share authorization of 10,000,000 shares under the
Plan was adjusted to 20,000,0000 shares.) Pursuant to Rule 416 of the
Securities Act of 1933, as amended (the "Securities Act"), additional
shares of Common Stock which become issuable to prevent dilution from any
future stock split, stock dividend or similar transaction are also being
registered.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h) under the Securities Act, the Proposed Maximum Offering Price Per
Share is based upon the average of the high and low trading prices of the
Common Stock as reported on the Composite Tape of the New York Stock
Exchange on February 9, 2006.
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registration Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") by the Company, are hereby incorporated as of their
respective dates in this Registration Statement by reference:
A. The Company's Annual Report on Form 10-K for the fiscal year ended
July 2, 2005, filed with the Commission on September 9, 2005.
B. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 1, 2005, filed with the Commission on November 9,
2005.
C. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 2005, filed with the Commission on February 9,
2006.
E. The Company's Current Report on Form 8-K filed with the Commission
on the following dates: July 7, 2005 (8-K/A), August 16, 2005,
August 26, 2005, October 27, 2005, November 10, 2005, December 9,
2005 and January 24, 2006.
F. The description of the Common Stock contained in the Company's
registration statement on Form S-4, filed with the Commission on
March 26, 2001 (File No. 333-39502), under "Description of Capital
Stock," which is also incorporated by reference in the Company's
registration statement on Form 8-A, dated September 27, 2000,
which was filed with the Commission pursuant to Section 12(b) of
the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold are incorporated by reference in this
Registration Statement and are a part hereof from the date of filing 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 is also or is
deemed to be incorporated by reference herein 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.
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 2-418 of the Maryland General Corporation Law permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as material to the cause of action. The
Company's charter contains such a provision which eliminates directors' and
officers' liability to the maximum extent permitted by Maryland law.
The Company's charter authorizes it and the bylaws obligate it, to the
maximum extent permitted by Maryland law, to indemnify any present or former
director or officer or any individual who has agreed to become a director or
officer or who, while a director or officer of the Company and at the request of
the Company, serves or has served another corporation, real estate investment
trust, partnership, joint venture, trust, employee benefit plan or other
enterprise as a director, officer, partner or trustee from and against any claim
or liability to which that person may become subject or which that person may
incur by reason of his or her status as a present or former director or officer,
or a person who has agreed to become a director or officer, of the Company and
to pay or reimburse their reasonable expenses in advance of final disposition of
a proceeding. The charter also permits the Company to indemnify and advance
expenses to any person who served a predecessor of the Company in any of the
capacities described above and any employee or agent of the Company or a
predecessor of the Company.
Maryland law requires a corporation (unless its charter provides
otherwise, which the Company charter does not) to indemnify a director or
officer who has been successful in the defense of any proceeding to which he is
made a party by reason of his service in that capacity. Maryland law permits a
corporation to indemnify its present and former directors and officers, among
others, against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they may be
made a party by reason of their service in those or other capacities unless it
is established that (a) the act or omission of the director or officer was
material to the matter giving rise to the proceeding and (1) was committed in
bad faith or (2) was the result of active and deliberate dishonesty, (b) the
director or officer actually received an improper personal benefit in money,
property or services or (c) in the case of any criminal proceeding, the director
or officer had reasonable cause to believe that the act or omission was
unlawful. However, under Maryland law, a Maryland corporation may not indemnify
for an adverse judgment in a suit by or in the right of the corporation or for a
judgment of liability on the basis that personal benefit was improperly
received, unless in either case a court orders indemnification and then only for
expenses. In addition, Maryland law permits a corporation to advance reasonable
expenses to a director or officer upon the corporation's receipt of (x) a
written affirmation by the director or officer of his good faith belief that he
has met the standard of conduct necessary for indemnification by the corporation
and (y) a written undertaking by him or on his behalf to repay the amount paid
or reimbursed by the corporation if it is ultimately determined that the
standard of conduct was not met.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
A list of exhibits included as part of this Registration Statement is set
forth on the Exhibit Index appearing elsewhere herein and is incorporated herein
by reference.
Item 9. Undertakings
(a) 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:
(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 this
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)
shall not apply to information contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act; that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the 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 that 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.
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(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 Securities and Exchange
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.
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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 February 10, 2006.
COACH, INC.
By: /s/ Lew Frankfort
------------------------------------
Lew Frankfort
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints each of Lew Frankfort and Keith Monda the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities (unless revoked in writing), to
sign this Registration Statement on Form S-8, and any and all amendments
thereto, including any post-effective amendments as well as any related
registration statement (or amended thereto) filed in reliance upon Rule 462(b)
under the Securities Act, as amended and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in connection therewith, as fully as to all intents and purposes as
the undersigned might and could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agents or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities as of February10, 2006.
Signature Title
--------- -----
/s/ Lew Frankfort Chairman, Chief Executive Officer
- -------------------------- and Director
Lew Frankfort
/s/ Keith Monda President, Chief Operating Officer
- -------------------------- and Director
Keith Monda
/s/ Michael F. Devine, III Senior Vice President and Chief
- -------------------------- Financial Officer (as principal financial
Michael F. Devine III officer and principal accounting officer
of Coach, Inc.)
/s/ Joseph Ellis Director
- --------------------------
Joseph Ellis
Signature Title
--------- -----
/s/ Gary Loveman Director
- --------------------------
Gary Loveman
/s/ Ivan Menezes Director
- --------------------------
Ivan Menezes
/s/ Irene Miller Director
- --------------------------
Irene Miller
/s/ Michael Murphy Director
- --------------------------
Michael Murphy
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EXHIBIT INDEX
3(a) Articles of Incorporation of the Company (incorporated herein by
reference to Exhibit 3.1 to the Company's Registration Statement on Form
S-1, File No. 333-39502).
3(b) Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1, File No. 333-39502).
3(c) Specimen Certificate of Common Stock (incorporated herein by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1, File No.
333-39502).
4(a) Coach, Inc. 2004 Stock Incentive Plan (incorporated herein by reference
to Appendix A to the Company's Proxy Statement, File No. 001-16153, for
the Annual Meeting of the Company's Stockholders held November 3, 2004.
5(a) Opinion of Counsel regarding the legality of the Common Stock being
registered.
23(a) Consent of Counsel (included in Exhibit 5(a)).
23(b) Consent of Independent Accountants.
24(a) Power of Attorney (included on signature page).
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Exhibit 5(a)
February 10, 2006
Coach, Inc.
516 West 34th Street
New York, New York 10001
Re: Coach, Inc. - Registration Statement on Form S-8
------------------------------------------------
Ladies and Gentlemen:
We have served as special Maryland counsel to Coach, Inc., a Maryland
corporation (the "Company"), in connection with certain matters of Maryland law
relating to the registration by the Company of up to 20,000,000 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of the
Company covered by the Registration Statement on Form S-8, as filed with the
United States Securities and Exchange Commission (the "Commission") by the
Company on or about the date hereof under the Securities Act of 1933, as amended
(the "1933 Act") (the "Registration Statement"). The Shares will be issued
pursuant to the Company's 2004 Stock Incentive Plan (the "Plan"). We did not
participate in the drafting of the Plan.
In connection with our representation of the Company, and as a basis for
the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):
1. The Registration Statement;
2. The charter of the Company (the "Charter"), certified as of a
recent date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");
3. The Bylaws of the Company, certified as of the date hereof by an
officer of the Company;
4. Resolutions (the "Resolutions") adopted by the Board of Directors
of the Company relating to the issuance and sale of the Shares and the approval
of the Plan, certified as of the date hereof by an officer of the Company;
5. Resolutions adopted by the stockholders of the Company approving
the Plan, certified as of the date hereof by an officer of the Company;
6. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
7. A certificate executed by an officer of the Company, dated as of
the date hereof; and
8. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf
of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and the obligations of such party set forth
therein are legal, valid and binding and are enforceable in accordance with all
stated terms.
4. All Documents submitted to us as originals are authentic. The form
and content of all Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. All Documents submitted to us as certified
or photostatic copies conform to the original documents. All signatures on all
Documents are genuine. All public records reviewed or relied upon by us or on
our behalf are true and complete. All representations, warranties, statements
and information contained in the Documents are true and complete. There has been
no oral or written modification of or amendment to any of the Documents, and
there has been no waiver of any provision of any of the Documents, by action or
omission of the parties or otherwise.
5. Upon issuance of any of the Shares, the total number of shares of
Common Stock issued and outstanding will not exceed the total number of shares
of Common Stock that the Company is then authorized to issue.
6. Each option, restricted stock unit, right or other security
exercisable or exchangeable for a Share will have been duly authorized, validly
granted and duly exercised or exchanged in accordance with the terms of the
Plan, including any option agreement entered into in connection therewith, at
the time of any exercise of such option, restricted stock unit, right or other
security.
Based upon the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, it is our opinion that:
1. The Company has been duly incorporated and is validly existing
under the laws of the State of Maryland and is in good standing with the SDAT.
2. The Shares have been duly authorized and, when and if issued and
delivered against payment therefor in accordance with the Resolutions and the
Plan, will be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the laws of the State of Maryland and
we do not express any opinion herein concerning any other law. We express no
opinion as to compliance with any federal or state securities laws, including
the securities laws of the State of Maryland, or as to federal or state laws
regarding fraudulent transfers. To the extent that any matter as to which our
opinion is expressed herein would be governed by the laws of any jurisdiction
other than the State of Maryland, we do not express any opinion on such matter.
The opinion expressed herein is limited to the matters specifically set
forth herein and no other opinion shall be inferred beyond the matters expressly
stated. We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission
as an exhibit to the Registration Statement. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the use of the
name of our firm therein. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
1933 Act.
Very truly yours,
/s/ Venable LLP
Exhibit 23(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated September 9, 2005, relating to the financial statements of Coach Inc., and management's report on the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Coach Inc. for the year ended July 2, 2005. DELOITTE & TOUCHE LLP New York, New York February 7, 2006