As filed with the Securities and Exchange Commission on December 12, 2000
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)
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MARYLAND 52-2242751
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
516 WEST 34TH STREET
NEW YORK, NY 10001
(Address of Principal Executive Offices)
COACH, INC. 2000 STOCK INCENTIVE PLAN
COACH, INC. 2000 NON-EMPLOYEE DIRECTOR STOCK PLAN
COACH, INC. EXECUTIVE DEFERRED COMPENSATION PLAN
COACH, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
(Full title of the Plan)
CAROLE P. SADLER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
COACH, INC.
516 WEST 34TH STREET
NEW YORK, NY 10001
(212) 594-1850
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
-----------------------------
COPIES TO:
CHARLES W. MULANEY, JR., ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 WEST WACKER DRIVE
CHICAGO, IL 60606
(312) 407-0700
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CALCULATION OF REGISTRATION FEE
=====================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE (2)
- ---------------------------------------------------------------------------------------------------------------------
Common Stock
par value $0.01 per share.............. 4,328,569 (3) $24.91 (6) $107,824,654 $28,466
Common Stock,
par value $0.01 per share.............. 3,171,431 (4) $16.00 (7) $50,742,896 $13,396
Total.................................. 7,500,000 (5) -- $158,567,550 $41,862
- ----------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
(2) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act.
(3) Includes 2,144,361 shares of common stock, par value $0.01 per share of
Coach, Inc. (the "Common Stock") under the 2000 Stock Incentive Plan
(the "2000 Plan"); 69,813 shares of Common Stock under the 2000
Non-Employee Director Stock Plan (the "2000 Non-Employee Plan");
526,157 shares of Common Stock under the Executive Deferred
Compensation Plan; 10,000 shares of Common Stock under the
Non-Qualified Deferred Compensation Plan for Outside Directors; 33,575
shares of Common Stock underlying service-based restricted stock units
that were granted to employees in connection with the initial public
offering of Coach, Inc. (the "IPO") and governed by the 2000 Plan;
1,324,623 shares of Common Stock underlying options granted to employees
in connection with the IPO and governed by the 2000 Plan; and 220,040
shares of Common Stock underlying options that may be granted to
employees, subject to the surrender and cancellation of previously
granted options to purchase Sara Lee Corporation common stock.
(4) Includes 3,156,431 shares of Common Stock underlying options granted
to officers and employees in connection with the IPO under the 2000
Plan and 15,000 shares of Common Stock underlying options granted to
non-employee directors in connection with the IPO under the 2000 Non-
Employee Plan.
(5) This Registration Statement covers, in addition to the total amount of
securities to be registered, such additional and indeterminable number
of shares of Common Stock as may become issuable due to adjustments for
changes resulting from stock dividends, stock splits and similar
changes.
(6) In accordance with Rules 457(c) and (h) under the Securities Act of
1933, as amended (the "Securities Act"), solely for the purpose of
calculating the registration fee, the maximum offering price per share
is based on the average of the high and low sale prices for a share of
Common Stock on the Composite Tape of the New York Stock Exchange on
December 8, 2000.
(7) The maximum offering price per share is computed upon the basis of the
price at which the options may be exercised.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Coach, Inc., a Maryland corporation (the "Company"), will
send or give the documents containing the information specified in Part I
of Form S-8 to employees as specified by the Securities and Exchange
Commission Rule 428(b)(1) under the Securities Act. Pursuant to Rule 424 of
the Securities Act, the Company is not required to file these documents
with the Securities and Exchange Commission (the "Commission") as a part of
this Registration Statement or as prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed with the Commission
by the Company, pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference in this Registration
Statement (Commission file number 1-16153):
(1) The Company's prospectus, dated October 4, 2000, filed
with the Commission on October 5, 2000, pursuant to Rule 424(b) under the
Securities Act and which constitutes a part of the Company's registration
statement on Form S-1 (Registration No. 333-39502) (the "S-1 Prospectus").
(2) The Company's quarterly report on Form 10-Q for the
quarter ended September 30, 2000, filed with the Commission on November 14,
2000.
(3) The description of the Common Stock contained in the S-1
Prospectus 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 subsequently 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, shall be deemed to be incorporated by reference herein 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
incorporated or 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.
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 its 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 and bylaws also permit 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's 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 (a) a written affirmation by the
director officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by the corporation and (b) 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
A list of exhibits included as part of this Registration
Statement is set forth in 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 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 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 a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and
(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 registration statement is on Form S-3, Form S-8 or Form F-3, and 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
Securities Exchange Act of 1934 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, 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 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 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 of 1933 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 of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of New York, State of New York, on
this 12th day of December, 2000.
COACH, INC.
By: /s/ Lew Frankfort
------------------------
Lew Frankfort
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 on this 12th day of December, 2000.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Keith Monda his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said 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
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated and as of December 12, 2000.
SIGNATURE TITLE
/s/ Lew Frankfort Chairman, Chief Executive Officer
- ----------------------------- and Director
Lew Frankfort
/s/ Keith Monda Executive Vice President, Chief
- ----------------------------- Operating Officer and Director
Keith Monda
/s/ Richard Randall Senior Vice President and Chief
- ----------------------------- Financial Officer
Richard Randall
/s/ Gary Grom Director
- -----------------------------
Gary Grom
/s/ Richard Oberdorf Director
- -----------------------------
Richard Oberdorf
/s/ Michael Murphy Director
- -----------------------------
Michael Murphy
/s/ Paul Fulton Director
- -----------------------------
Paul Fulton
/s/ Joseph Ellis Director
- -----------------------------
Joseph Ellis
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's
Registration Statement filed on Form S-1 (Registration
No. 333-39502)).
4.2 Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement
filed on Form S-1 (Registration No. 333-39502)).
4.3 Form of certificate representing shares of Common Stock
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-1
(Registration No. 333-39502)).
5.1* Opinion and consent of Ballard Spahr Andrews & Ingersoll,
LLP, special counsel to Coach.
23.1* Consent of Ballard Spahr Andrews & Ingersoll, LLP
(included in Exhibit 5.1).
23.2* Consent of Arthur Andersen, LLP.
24.1 Power of Attorney (included on the signature page hereto).
99.1 Coach, Inc. 2000 Stock Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Company's Registration
Statement filed on Form S-1 (Registration No. 333-39502)).
99.2 Coach, Inc. 2000 Non-Employee Director Stock Plan
(incor porated by reference to Exhibit 10.4 to the
Company's Registration Statement filed on Form S-1
(Registration No. 333-39502)).
99.3 Coach, Inc. Executive Deferred Compensation Plan
(incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement filed on Form S-1
(Registration No. 333-39502)).
99.4 Coach, Inc. Non-Qualified Deferred Compensation Plan
for Outside Directors (incorporated by reference to
Exhibit 10.5 to the Company's Registration Statement
filed on Form S-1 (Registration No. 333-39502)).
- -------------------
* Filed herewith.
Exhibit 5.1
Opinion of Counsel
December 12, 2000
Coach, Inc.
516 West 34th Street
New York, New York 10001
Re: Registration Statement on Form S-8
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 arising out of the registration of 7,500,000 shares (the "Shares") of
common stock, $.01 par value per share, of the Company ("Common Stock")
covered by the above-referenced Registration Statement (the "Registration
Statement"), filed on or about the date hereof with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"). Up to 6,879,030 of the Shares are issuable
pursuant to the Company's 2000 Stock Incentive Plan (the "Incentive Plan");
up to 84,813 of the Shares are issuable pursuant to the Company's 2000
Non-Employee Directors Stock Plan, as amended (the "Non-Employee Director
Plan"); up to 526,157 of the Shares are issuable pursuant to the Company's
Executive Deferred Compensation Plan, as amended (the "Executive Plan");
and up to 10,000 of the Shares are issuable pursuant to the Company's
Non-Qualified Deferred Compensation Plan for Outside Directors, as amended
(the "Outside Directors Plan" and, together with the Incentive Plan, the
Non-Employee Director Plan and the Executive Plan, the "Plans").
Capitalized terms used but not defined herein shall have the meanings given
to them in the Registration Statement.
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 (hereinafter collectively referred to as 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. A certificate of the SDAT as to the good standing of the
Company, dated as of a recent date;
5. Resolutions adopted by the Board of Directors of the Company
relating to the adoption of the Plans, the execution, delivery and
performance of the Agreement (as defined below) and the issuance and
registration of the Shares (the "Director Resolutions"), certified as of
the date hereof by an officer of the Company;
6. Resolutions adopted by the sole stockholder of the Company
relating to the approval of the Plans (the "Stockholder Resolutions" and,
together with the Director Resolutions, the "Resolutions"), certified as of
the date hereof by an officer of the Company;
7. A copy of each of the Plans, certified as of the date hereof by
an officer of the Company;
8. A copy of the Employee Matters Agreement (the "Agreement"),
dated as of August 24, 2000, between the Company and Sara Lee Corporation,
certified as of the date hereof by an officer of the Company;
9. A certificate executed by an officer of the Company, dated the
date hereof; and
10. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, 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 such party's obligations
set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
4. Any Documents submitted to us as originals are authentic. The
form and content of any 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. Any Documents
submitted to us as certified or photostatic copies conform to the original
documents. All signatures on all such 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, and
the Shares will not be issued or transferred in violation of any
restriction or limitation contained in the Charter, the Agreement or the
Plans.
6. Each option, restricted stock unit, right or other security
exercisable or exchangeable for a Share will be duly authorized and validly
granted in accordance with the Agreement or the Plans, as the case may be,
and exercised or exchanged in accordance with the terms of the Incentive
Plan, the Non-Employee Director Plan, the Executive Plan or the Outside
Directors Plan, as the case may be, 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 is a corporation duly incorporated and existing
under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. The Shares are duly authorized for issuance and, when and to the
extent issued in accordance with the Charter, the Resolutions and the
Plans, will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive 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. 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 and, accordingly,
may not be relied upon by, quoted in any manner to, or delivered to any
other person or entity without, in each instance, our prior written
consent.
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/ Ballard Spahr Andrews & Ingersoll, LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated July 26,
2000 included in Coach, Inc.'s Registration No. 333-39502 on Form S-1 and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
New York, New York
December 8, 2000
