Correspondence Document
March 15, 2006
VIA EDGAR
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Securities and Exchange Commission
Attention: Filing Desk
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Report on Form 8-K of Coach, Inc.
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Ladies/Gentlemen:
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, we are filing by EDGAR a Current Report on Form 8-K of Coach, Inc. (the
"Company") including exhibits.
Thank you for your assistance in this matter. If you should have any
questions on the foregoing, please call the undersigned at (212) 615-2002.
Very truly yours,
/s/ Daniel J. Ross
Attachments
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 14, 2006
Coach, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 1-16153 52-2242751
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
516 West 34th Street, New York, NY 10001
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(Address of principal executive offices) (Zip Code)
(212) 594-1850
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(Registrant's telephone number, including area code)
Item 8.01. Other Events.
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Rule 10b5-1 Trading Plan
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On March 14, 2006, Lew Frankfort, the Chairman and Chief Executive
Officer of Coach, Inc., entered into a trading plan with Goldman, Sachs & Co.
Pursuant to this plan, Goldman, Sachs will undertake to sell approximately
250,000 of Mr. Frankfort's shares of Coach common stock at specified intervals.
This trading plan is intended to comply with Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended, and complies with Coach's insider trading
policy.
Under the trading plan, Mr. Frankfort will sell pre-determined
numbers of these shares at market prices between May and August 2006. These
sales will be timed to follow Coach's regular earnings announcements for the
third and fourth quarters of Coach's fiscal year 2006 (ending on April 1 and
July 1, 2006, respectively), subject to certain minimum prices, reflecting Mr.
Frankfort's continued confidence in the Company's outlook. The trading plan
expires on September 5, 2006 unless terminated earlier under certain conditions.
The shares to be sold by Mr. Frankfort under the trading plan will
be acquired pursuant to exercises of options to purchase a total of
approximately 747,000 shares of Coach common stock beginning on or about March
15, 2006. Net of shares sold to pay the purchase price and taxes for these
exercises, Mr. Frankfort will receive approximately 310,000 shares of stock.
Figures in this paragraph are based on a price of $37.00 per share, the closing
price of Coach common stock on the New York Stock Exchange on March 14, 2006,
rounded to the nearest dollar.
The purpose of Mr. Frankfort's trading plan is to diversify a
portion of his assets in an orderly manner, while still maintaining his outright
Coach stock ownership over time through option exercises. Following Mr.
Frankfort's exercise and the sales of shares under the new trading plan, as well
as the sales of an additional 432,000 shares remaining to be sold under a
trading plan adopted in December 2005, Mr. Frankfort expects his ownership level
to remain at approximately 3.5 million shares, further reflecting his positive
outlook for the company's prospects. In addition, Mr. Frankfort continues to
hold:
o options to purchase approximately 6.5 million shares of
Coach common stock (following the exercises described
above); and
o approximately 294,000 restricted stock units.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 15, 2006
COACH, INC.
By: /s/ Carole P. Sadler
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Carole P. Sadler
Senior Vice President,
General Counsel and Secretary