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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
516 West 34th Street
New York, NY 10001
(212) 594-1850
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Todd Kahn
Senior Vice President, General Counsel and Secretary
516 West 34th Street
New York, NY 10001
(212) 594-1850
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective, as the registrant
shall determine in light of market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a registration statement pursuant to General Instruction I.D. or
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [_]
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [_]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer [X] Accelerated Filer [_]
Non-accelerated filer [_] Smaller reporting company [_]
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CALCULATION OF REGISTRATION FEE
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Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities to be registered offering price per aggregate offering registration fee
registered share price
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Common Stock, par 61,000(1) $32.76(2) $2,000,000(2) $111.60
value $0.01 per share
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(1) Pursuant to Rule 416(a), the number of shares registered shall include an
indeterminate number of additional shares of Common Stock that may become
issuable as a result of stock splits, stock dividends, or similar transactions
in accordance with anti-dilution provisions of the registrant's Dividend
Reinvestment Plan for Holders of Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices of the Common Stock on the New
York Stock Exchange on October 6, 2009, pursuant to Rule 457(c) under the Act.
PROSPECTUS
COACH, INC.
DIVIDEND REINVESTMENT PLAN
FOR HOLDERS OF COMMON STOCK
COMMON STOCK
($0.01 PAR VALUE)
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This prospectus describes the Coach, Inc. ("Coach") Dividend Reinvestment Plan
for Holders of Common Stock (the "Plan"). The Plan provides holders of Coach's
Common Stock, par value $0.01 per share ("Common Stock"), with a convenient
method of investing all or a portion of cash dividends from such Common Stock in
additional shares of Common Stock without incurring brokerage commissions or
administrative costs. The shares of Common Stock purchased under the Plan will
be purchased in the open market. Coach will pay all costs of administration of
the Plan, including any brokerage or service charges for stock purchases under
the Plan. This prospectus relates to 61,000 shares of Common Stock covered by
the Registration Statement of which this prospectus is a part.
The price of shares purchased under the Plan in the open market will be equal to
the average price of all shares of Common Stock purchased in the open market on
a given date by the independent purchasing agent appointed by Coach.
The Common Stock is listed on the New York Stock Exchange under the symbol
"COH." The address of Coach's principal executive offices is 516 West 34th
Street, New York, NY 10001, and the telephone number at that location is (212)
594-1850.
Investing in our securities involves risks. You should carefully consider the
risk factors referred to on page 1 of this prospectus and set forth in
the documents incorporated by reference herein before making any
decision to invest in our securities.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
-----------------------------
The date of this prospectus is October 13, 2009.
TABLE OF CONTENTS
RISK FACTORS 1
FORWARD-LOOKING STATEMENTS 1
ABOUT THIS PROSPECTUS 1
WHERE YOU CAN FIND MORE INFORMATION 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 2
THE COMPANY 3
USE OF PROCEEDS 3
DESCRIPTION OF THE PLAN 3
PLAN OF DISTRIBUTION 9
LEGAL OPINION 9
EXPERTS 9
RISK FACTORS
Risk Related to Investment in the Common Stock
There can be no assurance that Coach will continue to pay dividends on its
Common Stock.
Although Coach has paid dividends on its Common Stock in the past, there can be
no assurance that Coach will pay dividends on its Common Stock at the same rate
or at all in the future.
Risks Related to Coach's Business
Investing in our securities involves significant risks and uncertainties that
may result in a loss of all or part of your investment. You should carefully
review the risk factors contained under the heading "Risk Factors" in our Annual
Report on Form 10-K for the fiscal year ended June 27, 2009, which risk factors
are incorporated by reference in this prospectus, the information contained
under the heading "Forward-Looking Statements" and other information
incorporated by reference in this prospectus, before making an investment
decision. These risks and uncertainties are not the only ones facing us.
Additional risks and uncertainties not presently known to us or that we
currently consider immaterial may also adversely affect us. If any of such risks
occur, our business, financial condition or results of operations could be
materially harmed and you could lose all or part of your investment. Additional
risks not presently known to us may also significantly impair our business
operations and could result in a complete loss of your investment.
Prior to making a decision about investing in our securities, you should
carefully consider the risk factors incorporated by reference in this
prospectus, together with all other information appearing in, or incorporated by
reference in, this prospectus.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference in this prospectus
contains certain "forward-looking statements," based on expectations at the time
such statements were made, that involve risks and uncertainties that could cause
our actual results to differ materially from our management's expectations.
These forward-looking statements can be identified by the use of forward-looking
terminology such as "may," "will," "should," "expect," "intend," "estimate,"
"are positioned to," "continue," "project," "guidance," "target," "forecast,"
"anticipated," or comparable terms. Future results will vary from historical
results and historical growth is not indicative of future trends, which will
depend upon a number of factors, including but not limited to: (i) the
successful execution of our growth strategies; (ii) the effect of existing and
new competition in the marketplace; (iii) our exposure to international risks,
including currency fluctuations; (iv) changes in economic or political
conditions in the markets where we sell or source our products; (v) our ability
to successfully anticipate consumer preferences for accessories and fashion
trends; (vi) our ability to control costs; (vii) the effect of seasonal and
quarterly fluctuations in our sales on our operating results; (viii) our ability
to protect against infringement of our trademarks and other proprietary rights;
and such other risk factors as set forth in our Annual Report on Form 10-K for
the fiscal year ended June 27, 2009.
Coach assumes no obligation to update or revise any such forward-looking
statements, which speak only as of their date, even if experience, future events
or changes make it clear that any projected financial or operating results will
not be realized.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "Commission") relating to the shares of
our Common Stock offered under the Plan. This prospectus does not include all of
the information in the registration statement. The registration statement
containing this prospectus, including exhibits to the registration statement,
provides additional information about us, the Plan and the Common Stock. You
should read this prospectus and the registration statement containing this
prospectus, together with the additional information described under the
headings "Where You Can Find More Information" and "Incorporation of Certain
Information by Reference."
We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. This
prospectus does not offer to sell or offer to buy any of the securities in any
jurisdiction to any person where doing so is unlawful. Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that the information in this prospectus is correct as of
any time subsequent to the date hereof or that there has been no change in the
affairs of the company since such date.
Unless otherwise indicated or unless the context requires otherwise, (i) all
references in this prospectus to "the company," "we," "us," "our," or similar
references mean Coach, Inc., including consolidated subsidiaries, and (ii) all
references to "you" mean an existing Plan participant or a prospective Plan
participant.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") which requires us to file reports and
other information with the Commission.
You may read and copy any of these documents at the Commission's public
reference room at 100 F Street, N.E., Washington, D.C. 20549. You may call the
Commission at 1-800-SEC-0330 for more information about the public reference
rooms. We file our reports and other information electronically with the
Commission and you can access these documents from the Commission's web site
(http://www.sec.gov).
This prospectus contains summaries of provisions contained in some of the
documents discussed in this prospectus, but reference is made to the actual
documents for complete information. All of the summaries are qualified in their
entirety by the actual documents. Copies of some of the documents referred to in
this prospectus have been filed or will be filed or incorporated by reference as
exhibits to the registration statement of which this prospectus is a part. If
any contract, agreement or other document is filed or incorporated by reference
as an exhibit to the registration statement, you should read the exhibit for a
more complete understanding of the document or matter involved.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Commission allows us to incorporate by reference the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate is an important
part of this prospectus and our later filings with the Commission automatically
update and supersede earlier filings. We incorporate by reference the documents
listed below and any future filings we have made and will make with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
until we sell all of the securities:
(a) Annual Report on Form 10-K for the year ended June 27, 2009;
(b) Current Report on Form 8-K dated July 28, 2009;
(c) Current Report on Form 8-K dated August 6, 2009; and
(d) Description of Common Stock included in our Registration Statement on
Form 8-A dated September 27, 2000, as modified by our Registration
Statement on Form 8-A dated May 9, 2001, including any amendments or
reports filed for the purpose of updating such description.
We are also incorporating by reference additional documents we may file pursuant
to the Exchange Act after the date of this prospectus and prior to the
termination of the offering, other than any portion of the respective filings
furnished, rather than filed, under applicable Commission rules. This additional
information is a part of this prospectus from the date of filing for those
documents.
You may receive a copy of these filings at no cost. Please direct your written
or telephone requests to:
Investor Relations Department
Coach, Inc.
516 West 34th Street
New York, NY 10001
Telephone number: (212) 629-2618
THE COMPANY
Coach, together with its consolidated subsidiaries, is a leading American
marketer of fine accessories and gifts for women and men, including handbags,
women's and men's small leathergoods, business cases, weekend and travel
accessories, footwear, watches, outerwear, scarves, sunwear, jewelry, fragrance
and related accessories. Coach is sold worldwide through Coach stores, select
department stores and specialty stores, through the Coach catalog in the United
States and on the Internet.
The address of Coach's principal executive offices is 516 West 34th Street, New
York, NY 10001, and the telephone number at that location is (212) 594-1850
USE OF PROCEEDS
We will not receive any proceeds from shares purchased in the open market and
made available under the Plan.
DESCRIPTION OF THE PLAN
The Plan consists in its entirety of the questions and answers set forth below:
Purpose and Advantages
1. What is the purpose of the Plan?
The Plan promotes long-term ownership of Coach by providing participants with a
simple, convenient and economical method of reinvesting cash dividends paid on
shares of Common Stock. The Plan allows participants to have all or a portion of
the cash dividends paid on their shares of Common Stock automatically reinvested
to purchase Common Stock.
2. What are the advantages of the Plan?
Participants may increase their ownership of Common Stock through the
reinvestment of cash dividends received on Common Stock registered in their
names or held for their account within the Plan without incurring any brokerage
commissions and fees in connection with purchases under the Plan. Regular
statements of account will provide participants in the Plan with a record of
each transaction. Participation in the Plan is entirely voluntary. You may join
or terminate your participation at any time prior to a particular cash dividend
record date by making timely written notice to the Plan Administrator (see
Question 3).
Plan Administration
3. Who administers the Plan for participants?
Registrar and Transfer Company, Coach's stock transfer agent (referred to below
as the "Plan Administrator"), administers the Plan for participants by directing
the purchase of Common Stock with the cash dividends to be reinvested,
maintaining records, sending statements of account to participants and
performing other duties relating to the Plan. Shares of Common Stock purchased
under the Plan are registered in the name of the Plan Administrator's nominee
and are credited to accounts maintained for the participants in the Plan. The
Plan Administrator acts in the capacity of agent for the participants in the
Plan. Coach may replace the Plan Administrator at any time at its sole
discretion.
Participation
4. Who is eligible to participate?
All holders of record of Common Stock are eligible to participate in the Plan.
Beneficial owners of shares of Common Stock whose shares are registered in names
other than their own (for instance, in the name of a bank, broker, nominee or
trust) must become stockholders of record in order to participate in the Plan or
must request that the bank, broker, nominee or trust holding such shares to
reinvest their cash dividends for them.
5. How does an eligible stockholder participate?
To participate in the Plan, a stockholder of record must complete a Shareholder
Authorization Form (an "Authorization Form") and return it to the Plan
Administrator. An Authorization Form is enclosed with this mailing for your use.
Additional copies of the Authorization Form may be provided to you from time to
time, and may be obtained at any time by sending a written request with your
name and mailing information to Coach, Inc., 516 W. 34th Street, New York, NY
10001, Attention: Legal Department.
6. When may an eligible stockholder join the Plan?
A stockholder of record may enroll in the Plan at any time. If a properly
executed Authorization Form is received by the Plan Administrator before the
record date for a cash dividend payment, and the participant elects to reinvest
the cash dividends in shares of Common Stock, their reinvestment of cash
dividends will begin with that scheduled cash dividend payment. Please note that
the Plan does not represent any change in Coach's current dividend policy, nor
is it a guarantee of the payment of any future cash dividends by Coach.
7. What does the Authorization Form provide?
The Authorization Form directs Coach to pay to the Plan Administrator, for the
account of the participating stockholder of record, cash dividends on all or a
specified portion of the shares registered in the name of the participating
stockholder as reflected in the records of Coach's stock transfer agent, as well
as dividends paid on the shares credited to the participant's account under the
Plan. The Authorization Form also has the effect of appointing the Plan
Administrator as agent for the stockholder and directs the Plan Administrator to
apply all of such cash dividends for the purchase of additional shares of Common
Stock in accordance with the terms and conditions of the Plan.
8. Is there a minimum level of investment under the Plan?
There is no minimum level of investment required to participate in the Plan.
9. Is partial participation possible under the Plan?
Yes. A stockholder of record may reinvest only a portion of his or her cash
dividends by indicating that on the Authorization Form under "Partial Dividend
Investment."
Optional Cash Payments
10. May a participant elect to make additional cash payments to purchase stock
under the Plan?
No. Under the current Plan additional cash payments are not permitted.
Purchases
11. When will purchases be made?
Purchases under the Plan will be made by or on behalf of the Plan Administrator
during each calendar quarter commencing on each "Investment Date," which will be
the first business day following a cash dividend payment date or as soon as
practicable thereafter. Purchases by or on behalf of the Plan Administrator may
continue during such successive days as are necessary to apply all cash
dividends received by the Plan Administrator towards the purchase of Common
Stock. Purchases of Common Stock will be made at the direction of the Plan
Administrator or its selected broker/dealer subject to applicable regulations.
No interest will be paid by the Plan Administrator or by Coach on any cash
dividend payments pending their investment in Common Stock. In the event
applicable law or the closing of the securities markets requires temporary
curtailment or suspension of open market purchases of shares of Common Stock by
or on behalf of the Plan Administrator, neither Coach nor the Plan Administrator
will be accountable for the inability to make purchases at such time. If shares
of Common Stock are not available for purchase for a period longer than 30 days
from the prior cash dividend payment date, the Plan Administrator will promptly
mail to each participant a check in the amount of any unapplied cash dividends
in the participant's Plan account.
12. How many shares of Common Stock will be purchased for participants?
The number of shares that will be purchased for each participant on any cash
dividend payment date will depend on the amount of the participant's cash
dividend invested and the purchase price of the shares of Common Stock. Each
participant's Plan account will be credited with that number of shares
(including fractional shares computed to two decimal places) equal to the total
amount of cash dividends to be invested, divided by the applicable purchase
price of the Common Stock (also computed to two decimal places).
13. What will be the price of shares of Common Stock purchased under the Plan?
In making purchases of Common Stock for a participant's Plan account associated
with each Investment Date, the Plan Administrator will commingle the
participant's funds with those of other participants under the Plan. The price
of shares of Common Stock purchased in the open market for participants in the
Plan with reinvested cash dividends on their Common Stock will be equal to the
average price of all shares of Common Stock purchased for such Investment Date
by or on behalf of the Plan Administrator for the Plan. The Plan Administrator
shall have no responsibility with respect to the market value of Common Stock
acquired under the Plan for participant accounts. Coach's Common Stock is traded
on the New York Stock Exchange (NYSE). Coach will bear all costs of
administering the Plan, except each Plan participant will be responsible for
brokerage commissions and costs associated with the sale of any shares of Common
Stock in the participant's account.
14. How are cash dividends on shares purchased through the Plan applied?
The purpose of the Plan is to provide the participant with a convenient method
of purchasing shares of Common Stock and to have the cash dividends on those
shares reinvested. Accordingly, cash dividends paid on shares of Common Stock
held in the Plan will be automatically reinvested in additional shares of Common
Stock unless and until the participant elects in writing to terminate
participation in the Plan.
Cost to Participants
15. Are there any expenses to participants in connection with stock purchases
under the Plan?
No. Purchases of Common Stock on behalf of participants in the Plan will be made
without the payment of brokerage commissions by the participants, and Coach will
pay all fees in connection with purchases of shares of Common Stock under the
Plan, except for the actual purchase price of Common Stock purchased on each
Investment Date. There are no fees or service charges to participants in
connection with purchases of shares of Common Stock under the Plan. All costs of
administration of the Plan are paid by Coach. If a participant requests the Plan
Administrator to sell his or her shares of Common Stock held in the Plan, the
participant will pay a sale fee of $15.00 plus brokerage commissions associated
with such sale, any required transfer tax and all applicable service charges and
fees.
Reports to Participants
16. How will participants be advised of their purchases of stock?
As soon as practicable after the purchase of all Common Stock on an Investment
Date, each participant will receive a statement of account from the Plan
Administrator. These statements shall serve as each participant's continuing
record of the cost of shares of Common Stock purchased and the number of shares
acquired under the Plan. Participants should retain these reports for tax
purposes. You may also review your Plan account information online through the
Registrar and Transfer Company website at http://www.rtco.com by clicking on
"Online Services" to apply for a User ID and password.
Dividends
17. Will participants be credited with cash dividends on shares held in their
account under the Plan?
Yes. Each participant's account under the Plan will be credited with cash
dividends paid on full shares and fractional shares credited to the
participant's account. The Plan Administrator will reinvest the cash dividends
received in the account for the purchase of additional shares of Common Stock.
Stock Certificates
18. Will stock certificates be issued for shares of Common Stock purchased?
The Plan Administrator will hold all shares representing purchases of Common
Stock under the Plan in book entry form in the name of its nominee. Normally,
stock certificates for shares of Common Stock purchased under the Plan will not
be issued to participants. The number of shares of Common Stock credited to an
account under the Plan will be shown on the participant's periodic statement of
account. A participant may receive stock certificates for full shares of Common
Stock accumulated in his or her account under the Plan by sending a written
request to the Plan Administrator, unless at that time Coach has a adopted a
policy discontinuing the use of certificates for all stockholders. When stock
certificates are issued to a participant, future cash dividends on such shares
will not be reinvested in shares of Common Stock. Any undistributed shares of
Common Stock will continue to be reflected in the participant's account, and
cash dividends on such undistributed shares will be reinvested by the Plan
Administrator to purchase additional shares of Common Stock. No certificates
representing fractional shares of Common Stock will be issued. A participant's
rights under the Plan and to the shares of Common Stock credited to the account
of a participant under the Plan may not be pledged or assigned. A participant
who wishes to pledge or assign such shares must request that certificates for
such shares be issued in his or her name. Accounts under the Plan will be
maintained in the same names in which the shares of Common Stock held by the
participant were registered when the participant entered the Plan.
Withdrawal from the Plan
19. How does a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time by sending a written
withdrawal notice to the Plan Administrator at: Registrar and Transfer Company,
P.O. Box 664, Cranford, New Jersey 07016. Participants will be charged a $10.00
fee for each withdrawal request. When a participant withdraws from the Plan, or
upon termination of the Plan by Coach, stock certificates for whole shares of
Common Stock credited to a participant's account under the Plan will be issued
and a cash payment will be made for any fractional shares in the participant's
account (see Question 20). Upon withdrawal from the Plan, the participant may
also request that all of the shares of Common Stock credited to his or her
account be sold by the Plan Administrator. If a sale is requested, the Plan
Administrator will place a sale order as promptly as possible after the
processing of the request for withdrawal. A broker/dealer designated by the Plan
Administrator will sell the shares at the prevailing market price. The
participant will receive from the Plan Administrator a check for the proceeds of
the sale, less any applicable brokerage commission, transfer taxes and other
fees and charges.
Timing and Control: Because the Administrator will sell the shares on
behalf of the Plan, neither Coach nor any participant in the Plan has authority
or power to control the timing or pricing of shares sold or the selection of the
broker making the sales. Therefore, you will not be able to precisely time your
sales through the Plan, and will bear the market risk associated with
fluctuation in the price of Common Stock. That is, if you send in a request to
sell shares, it is possible that the market price of Common Stock, could go down
or up before the broker sells your shares. In addition, you will not earn
interest on a sales transaction.
20. What happens to a fractional share when a participant withdraws from the
Plan?
When a participant withdraws from the Plan, a cash adjustment representing the
value of any fractional share of Common Stock then credited to the participant's
account will be mailed directly to the participant. (The cash adjustment will be
based on the current price of Common Stock on the NYSE on the effective date of
the withdrawal.) In no case will stock certificates representing fractional
shares be issued to a participant.
Other Information
21. What happens if Coach issues a stock dividend or declares a stock split or
makes a rights offering?
Any shares of Common Stock representing stock dividends or stock splits
distributed by Coach on shares credited to the account of a participant under
the Plan will be added to the participant's account. In the event Coach makes a
rights offering of any of its securities to holders of Common Stock,
participants in the Plan will be notified by Coach in advance of the
commencement of the offering. Participants should instruct the Plan
Administrator to transfer full Plan shares into their own names prior to the
record date for such offering if they wish to exercise such rights. If the Plan
Administrator prior to such record date receives no such instructions, then such
rights shall terminate with respect to both the participant and the Plan
Administrator.
22 . How will a participant's shares held under the Plan be voted at meetings of
stockholders?
Whole shares of Common Stock credited to the account of a participant under the
Plan (not including fractional shares) will automatically be added to the shares
of Common Stock covered by the proxy sent to the participant with respect to his
or her other shares of Common Stock and may be voted by the participant pursuant
to such proxy. The Plan Administrator or another agent designated by Coach will
forward proxy solicitation materials, if any, relating to the whole shares of
Common Stock held by the Plan to the participating stockholder. Where no
instructions are received from a participant with respect to the voting of a
participant's shares of Common Stock held under the Plan, such shares shall not
be voted unless the participant votes such shares of Common Stock held in his or
her name in person at the annual meeting.
23. What are the principal income tax consequences of participation in the Plan?
The following is a brief summary of certain material federal income tax
consequences with respect to participation in the Plan by individuals. It does
not address all potentially relevant federal tax matters, including consequences
to a person or entity subject to special provisions of federal tax laws. You are
urged to consult your own tax advisors with respect to the federal, state, local
and foreign tax consequences of participation in the Plan and subsequent
disposition of shares acquired pursuant to the Plan. Your account statements are
your continuing record of the cost of shares purchased under the Plan and should
be retained for income tax purposes.
In general, when the Plan Administrator purchases Common Stock for a
participant's account on the open market with reinvested dividends, the
participant is treated as receiving a taxable distribution in an amount equal to
the full amount of the cash dividend used to purchase those shares. Generally,
the distribution will be taxable to participants as a dividend to the extent of
Coach's current or accumulated earnings and profits, as determined for Federal
income tax purposes. The participant's basis in the plan shares held for his or
her account will be the actual average cost of the shares to the Plan
Administrator including an allocable share of any brokerage commissions and
service charges paid by the Plan Administrator. A participant's holding period
for shares acquired pursuant to the Plan generally begins on the day following
the date on which the shares are purchased for the participant's account.
A participant will not realize any taxable income when certificates for shares
credited to the participant's account under the Plan are issued to the
participant, whether upon request or upon withdrawal from or termination of the
Plan, unless a fraction of a share is sold in connection with the withdrawal or
termination.
A participant may realize gain or loss when shares (or a fraction of a share)
are sold. The amount of any such gain or loss will be the difference between the
amount which the participant receives for his or her shares (or fraction of a
share) and their tax basis. The gain or loss will be capital in character if the
shares (or fraction of a share) are a capital asset in the hands of the
participant.
Federal law requires backup withholding (based upon the current applicable rate)
from the amount of dividends and the proceeds of any sale of fractional shares
if: (i) a participant fails to certify that he or she is not subject to backup
withholding and that the taxpayer identification number on his or her account is
correct (on IRS Form W-9 if the participant is a U.S. person); or (ii) the IRS
issues a notification that the participant is subject to backup withholding.
Participants who are not U.S. persons must provide an IRS Form W-8BEN to avoid
backup withholding; and additional U.S. income tax withholding that is not fully
discussed herein may apply. Any amounts withheld will be deducted from the
dividends and/or from the proceeds of any sale of fractional shares, and the
remaining amount will be reinvested or paid to the participant as instructed.
24. What are the responsibilities of Coach and the Plan Administrator under the
Plan?
Coach and the Plan Administrator will not be liable for any act done in good
faith or for the good faith omission to act, including, without limitation, any
claim of liability arising out of failure to terminate a participant's account
upon such participant's death or incapacity or with respect to: (1) the prices
at which shares of Common Stock are purchased for the participant's account; (2)
the timing of such purchases; (3) any loss or fluctuation in the market value of
Common Stock; or (4) any sales of Common Stock made under the Plan on behalf of
the participant. Coach shall interpret the Plan and all such interpretations and
determinations made by Coach shall be conclusive. The terms and conditions of
the Plan, the Authorization Form, the Plan's operation, and a participant's
account will be governed by the laws of the State of Delaware and the rules and
regulations of the Securities and Exchange Commission. The terms of the Plan and
the Authorization Form cannot be changed by oral agreement.
25. Who bears the risk of market price fluctuations in the Common Stock?
A participant's investment in shares of Common Stock acquired under the Plan is
no different from any other investment in shares of Common Stock. The
participant bears the risk of loss and realizes the benefits of any gain from
market price changes with respect to shares of Common Stock held in the Plan.
Neither Coach nor the Plan Administrator makes any representations with respect
to the future value of Common Stock purchased under the Plan. You should
recognize that Coach, the Plan Administrator and related parties cannot assure
the participant of realizing any profits or protect the participant against any
loss related to an investment in Common Stock purchased or sold under the Plan.
THE COMMON STOCK PURCHASED IN ACCORDANCE WITH THE PLAN DOES NOT CONSTITUTE
SAVINGS ACCOUNTS OR DEPOSITS ISSUED BY A SAVINGS INSTITUTION OR A BANK AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
26. May the Plan be changed or discontinued?
The Plan may be amended, suspended, modified or terminated at any time by Coach
without the approval of the participants. Notice of any such suspension or
termination or material amendment or modification will be sent to all
participants, who shall at all times have the right to withdraw from the Plan.
Coach or the Plan Administrator may terminate a participant's individual
participation in the Plan at any time by written notice to the participant. In
such event, the Plan Administrator will request instructions from the
participant for disposition of the shares of Common Stock held in his or her
account. If the Plan Administrator does not receive instructions from the
participant, it will send the participant a stock certificate for the number of
whole shares held for the participant under the Plan and a check for the value
of any fractional shares as provided for in the Plan.
PLAN OF DISTRIBUTION
Shares of Common Stock offered under the Plan will be purchased in the open
market. We will pay all costs of administration of the Plan. Plan participants
will be required to pay certain sale and brokerage fees in connection with the
sale of their Common Stock or withdrawal from the Plan (see Question 15 and
Question 19 of the Plan) and any applicable taxes (see Question 23 of the Plan).
LEGAL OPINION
The validity of the securities covered by this prospectus have been passed upon
for us by Venable, LLP, 750 East Pratt Street, Baltimore, MD 21202.
EXPERTS
The consolidated financial statements and the related consolidated financial
statement schedule, incorporated by reference into this prospectus from Coach,
Inc. and subsidiaries' ("the Company's") Annual Report on Form 10-K for the year
ended June 27, 2009, and the effectiveness of the Company's internal control
over financial reporting have been audited by Deloitte & Touche, LLP, an
independent registered public accounting firm, as stated in their reports, which
are incorporated by reference and:
(1) which report on the consolidated financial statements and the related
consolidated financial statement schedule expresses an unqualified opinion and
includes explanatory paragraphs regarding the Company's change in method of
accounting for valuing inventory in Japan from the last-in, first-out method to
the first-in, first-out method and the Company's adoption of Statement of
Financial Accounting Standards Board Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement 109", and
(2) which report on the effectiveness of the Company's internal control over
financial reporting expresses an unqualified opinion on the effectiveness of
internal control over financial reporting.
Such consolidated financial statements and the related consolidated financial
statement schedule have been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
The term "Company" refers to Coach, Inc. and its consolidated subsidiaries.
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses of the Company in connection with the issuance and
distribution of the Common Stock:
Registration fee--Securities and Exchange Commission......... $112.00
Printing fees................................................ 500.00
Legal fees................................................... 5,000.00
Accountants' fees and expenses............................... 17,000.00
Miscellaneous................................................ 0
Total................................................. $22,612.00
Item 15. Indemnification of Directors and Officers.
The Company is incorporated in Maryland. Section 2-405.2 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, partnership, joint venture, trust,
employee benefit plan or other enterprise as a director, officer, employee or
agent 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 and bylaws
also permit the Company with the approval of the Board of Directors, 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, on the merits or otherwise, 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.
Item 16. Exhibits.
The exhibits listed in the accompanying Exhibit Index are filed or incorporated
by reference as part of this registration statement.
Item 17. 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 of 1933;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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), (a)(1)(ii) and
(a)(1)(iii) of this section do not apply if the registration statement
is on Form S-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement, or
is contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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
of 1933, as amended (the "Act'") may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding, or claims to the extent covered by contracts of insurance) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company 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 of whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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-3 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 October 13, 2009.
COACH, INC.
(Registrant)
By: /s/ Lew Frankfort
---------------------
Name: Lew Frankfort
Title: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated below on October 13, 2009.
Signature Title
- ---------------------------- ------------------------------------------------
/s/ Lew Frankfort Chairman, Chief Executive Officer and Director
-----------------
Lew Frankfort
/s/ Jerry Stritzke President, Chief Operating Officer
------------------
Jerry Stritzke
/s/ Michael F. Devine, III Executive Vice President and Chief Financial
-------------------------- Officer (as principal financial officer and
Michael F. Devine, III principal accounting officer of Coach)
/s/ Susan Kropf Director
---------------
Susan Kropf
/s/ Gary Loveman Director
----------------
Gary Loveman
/s/ Ivan Menezes Director
----------------
Ivan Menezes
/s/ Irene Miller Director
----------------
Irene Miller
/s/ Keith Monda Director
---------------
Keith Monda
/s/ Michael Murphy Director
------------------
Michael Murphy
/s/ Jide Zeitlin Director
----------------
Jide Zeitlin
EXHIBIT INDEX
Exhibits Filed Herewith:
Exhibit Description of Document
Number
5.1 Opinion of Venable, LLP.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Venable, LLP (contained in Exhibit 5.1).
24.1 Powers of Attorney (not applicable).
The exhibits listed below have been heretofore filed with the Securities and
Exchange Commission as exhibits to registration statements or to other filings
with the Commission and are incorporated herein as exhibits by reference. The
file number and exhibit number of each such exhibit are stated, in parentheses,
in the description of such exhibit.
Exhibit Description of Document
Number
3.1 Articles of Incorporation of Coach, Inc., dated June 1,
2000, which is incorporated herein by reference from Exhibit
3.1 to Coach's Registration Statement on Form S-1
(Registration No. 333-39502)
3.2 Articles Supplementary of Coach, Inc., dated May 3, 2001,
which is incorporated herein by reference from Exhibit 3.2
to Coach's Current Report on Form 8-K filed on May 9, 2001
3.3 Articles of Amendment of Coach, Inc., dated February 1,
2005, superseding Articles of Amendments dated May 3, 2001,
May 3, 2002 and August 7, 2003, which is incorporated by
reference from Exhibit 99.1 to Coach's Current Report on
Form 8-K filed on February 2, 2005
3.4 Bylaws of Coach, Inc., amended and restated as of February
7, 2008, which is incorporated herein by reference from
Exhibit 3.1 to Coach's Current Report on Form 8-K filed on
February 13, 2008
4.1 Amended and Restated Rights Agreement, dated as of May 3,
2001, between Coach, Inc. and Mellon Investor Services LLC,
which is incorporated by reference from Exhibit 4.1 to
Coach's Annual Report on Form 10-K for the fiscal year ended
July 2, 2005
4.2 Specimen Certificate for Common Stock of Coach, which is
incorporated herein by reference from Exhibit 4.1 to Coach's
Registration Statement on Form S-1 (Registration No.
333-39502)
Exhibit 5.1
Venable LLP
- --------------------------------------------------------------------------------
October 12, 2009
Coach, Inc.
516 West 34th Street
New York, New York 10001
Re: Coach, Inc. - Registration Statement on Form S-3
------------------------------------------------
Ladies and Gentlemen:
We have served as 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 61,000 shares (the "Shares") of common
stock, par value $.01 per share (the "Common Stock"), of the Company pursuant to
the Company's Dividend Reinvestment Plan for Holders of Common Stock, covered by
the Company's Registration Statement on Form S-3, and all amendments thereto
(the "Registration Statement"), filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act").
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, certified 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, certified as of the
date hereof by an officer of the Company;
5. A certificate of the SDAT as to the good standing of the Company, dated
as of a recent date;
6. A certificate executed by an officer of the Company, dated as of the
date hereof; and
Venable LLP
- --------------------------------------------------------------------------------
Coach, Inc.
October 12, 2009
Page 2
7. 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. The Shares have been issued upon payment therefor in accordance with the
Resolutions.
Based upon the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and 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, validly issued and are fully paid
and nonassessable.
Venable LLP
- --------------------------------------------------------------------------------
Coach, Inc.
October 12, 2009
Page 3
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 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our reports dated August 19, 2009, relating to the consolidated
financial statements and consolidated financial statement schedule of Coach,
Inc., and subsidiaries (the "Company") (which report expresses an unqualified
opinion and includes explanatory paragraphs regarding the Company's change in
method of accounting for valuing inventory in Japan from the last-in, first-out
method to the first-in, first-out method and the Company's adoption of Statement
of Financial Accounting Standards Board Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement 109") and the
effectiveness of the Company's internal control over financial reporting,
appearing in the Annual Report on Form 10-K of the Company for the year ended
June 27, 2009, and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte and Touche LLP
New York, New York
October 12, 2009
