1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 5, 2001 REGISTRATION NO. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 COACH, INC. (Exact name of registrant as specified in its charter) MARYLAND 52-2242751 (State of other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 516 WEST 34TH STREET 10001 NEW YORK, NEW YORK (Zip Code) (Address of principal executive offices) COACH, INC. SAVINGS AND PROFIT SHARING PLAN COACH, INC. RETIREMENT SAVINGS PLAN OF PUERTO RICO (Full titles of the Plan) --------------------------- 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) Copy to: Raymond Y. Lin, Esq. Latham & Watkins 885 Third Avenue New York, New York 10022 (212) 906-1200 (212) 751-4864 (fax) CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title of Securities to be Amount of Shares to Offering Price Per Aggregate Offering Amount of Registered be Registered (1) Share (2) Price (2) Registration Fee - ---------- ----------------- --------- --------- ---------------- Common Stock 200,000 $36.37 $7,274,000 $1,818.50 $0.01 par value (3) (1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the "Securities Act"), additional shares of common stock, par value $0.01 per share ("Common Stock") of Coach, Inc. 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 sales for a share of Common Stock on the Composite Tape of the New York Stock Exchange on June 25, 2001. (3) Includes 185,000 shares under the Coach, Inc. Savings and Profit Sharing Plan and 15,000 shares under the Coach, Inc. Retirement Savings Plan of Puerto Rico. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered pursuant to the Plans.
2 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 filed with the Securities and Exchange Commission (the "Commission") by Coach, Inc., a Maryland corporation (the "Company"), are incorporated as of their respective dates in this Registration Statement by reference: A. 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"). B. The Company's quarterly report on Form 10-Q for the quarter ended September 30, 2000, filed with the Commission on November 14, 2000. C. The Company's quarterly report on Form 10-Q for the quarter ended December 31, 2000, filed with the Commission on February 6, 2001. D. The Company's quarterly report on Form 10-Q for the quarter ended March 31, 2001, filed with the Commission on May 9, 2001. E. The Company's Current Report on Form 8-K dated May 3, 2001, filed with the Commission on May 9, 2001. F. 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 the Section 12(b) of the Exchange Act. All documents filed by the Company or by the Plans 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. 2
3 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. Item 7. Exemption from Registration Claimed Not applicable. 3
4 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference herein. (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. (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. 4
5 SIGNATURES Pursuant to the requirements of the Securities Act the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 3, 2001. COACH, INC. By: /s/ Lew Frankfort ------------------------ Lew Frankfort Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints each of Lew Frankfort and Keith Monda his true and lawful attorney-in-fact and agent, with full power of substitution and reimbursement, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements 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 attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto 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 attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof. 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 July 3, 2001. Signature Title --------- ----- /s/ Lew Frankfort Chairman, Chief Executive Officer - ------------------------------ and Director [Principal Executive Officer] 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 [Principal Financial and Richard Randall Accounting Officer] /s/ Gary Grom Director - ------------------------------ Gary Grom 5
6 Signature Title --------- ----- /s/ Irene Miller Director - ------------------------------ Irene Miller /s/ Michael Murphy Director - ------------------------------ Michael Murphy /s/ Paul Fulton Director - ------------------------------ Paul Fulton /s/ Joseph Ellis Director - ------------------------------ Joseph Ellis Pursuant to the requirements of the Securities Act of 1933, as amended, the Coach, Inc. Savings and Profit Sharing Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 3, 2001. COACH, INC. SAVINGS AND PROFIT SHARING PLAN By: /s/ Felice Schulaner ---------------------------------------- Felice Schulaner, as Plan Administrator 6
7 EXHIBIT INDEX 4(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). 4(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). 4(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). 23(a) Consent of Independent Public Accountants. 24(a) Power of Attorney (included on signature page). 7
1 Exhibit 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report 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 ARTHUR ANDERSEN LLP New York, New York June 29, 2001