As filed with the Securities and Exchange Commission on February 4, 2002
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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COACH, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-2242751
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
516 WEST 34TH STREEt 10001
NEW YORK, NEW YORk (Zip Code)
(Address of principal
executive offices)
COACH, INC. 2000 STOCK INCENTIVE PLAN
COACH, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the Plan)
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Carole P. Sadler, Esq.
Senior Vice President, General Counsel and Secretary
Coach, Inc.
516 West 34th Street
New York, New York 10001
(212) 594-1850
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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
===============================================================================================================
Amount Proposed Proposed
of Shares Maximum Maximum Amount of
Title of Securities to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share (2) Offering Price (3) Fee
===============================================================================================================
Common Stock 2,400,000(3) $46.40 $111,360,000 $10,245.12
$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
February 1, 2002.
(3) Includes 2,100,000 shares of common stock, par value $0.01 per share of
Coach, Inc. (the "Common Stock") under the 2000 Stock Incentive Plan (the
"Incentive Plan"); and 300,000 shares of Common Stock under the 2001
Employee Stock Purchase Plan (the "ESPP" and, together with the Incentive
Plan, the "Plans"). 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.
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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 quarterly report on Form 10-Q for the quarter ended
September 29, 2001, filed with the Commission on November 13, 2001.
B. The Company's annual report on Form 10-K for the fiscal year ended
June 30, 2001, filed with the Commission on September 21, 2001, as
amended by Amendment No. 1 filed with the Commission on September
26, 2001.
C. 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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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 as 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.
Item 8. Exhibits
See the Exhibit Index on page 11.
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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 in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered 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, 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 Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that
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a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on February 4, 2002.
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, or their substitute or substitutes, 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 and on the date indicated.
Signature Title Date Signed
--------- ----- -----------
/s/ Lew Frankfort Chairman, Chief Executive Officer and Director February 4, 2002
- ---------------------------------- (Principal Executive Officer)
Lew Frankfort
/s/ Keith Monda Executive Vice President, Chief Operating Officer February 4, 2002
- ---------------------------------- and Director
Keith Monda
/s/ Michael F. Devine III Senior Vice President and Chief Financial Officer February 4, 2002
- ---------------------------------- (Principal Financial and Accounting Officer)
Michael F. Devine III
/s/ Joseph Ellis Director February 4, 2002
- ----------------------------------
Joseph Ellis
/s/ Sally Frame Kasaks Director February 4, 2002
- ----------------------------------
Sally Frame Kasaks
/s/ Irene Miller Director February 4, 2002
- ----------------------------------
Irene Miller
/s/ Michael Murphy Director February 4, 2002
- ----------------------------------
Michael Murphy
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Pursuant to the requirements of the Securities Act of 1933, as amended,
the Coach, Inc. 2000 Stock Incentive 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 February 4, 2002.
COACH, INC. 2000 STOCK INCENTIVE PLAN
By: /s/ Felice Schulaner
-----------------------------------------
Felice Schulaner, as Plan Administrator
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Coach, Inc. 2001 Employee Stock Purchase 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 February 4,
2002.
COACH, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Felice Schulaner
-----------------------------------------
Felice Schulaner, as Plan Administrator
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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) Articles of Amendment of the Company, dated May 3, 2001 (incorporated
herein by reference to Exhibit 3.3 to the Company's Current Report on
Form 8-K filed on May 9, 2001).
4(b) Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the
Company's Current Report on Form 8-K filed on May 9, 2001).
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).
4(d) Coach, Inc. 2000 Stock Incentive Plan (incorporated by reference herein
to Appendix A to the Company's Definitive Proxy Statement for its 2001
Annual Meeting of Stockholders, filed on October 4, 2001).
4(e) Coach, Inc. 2001 Employee Stock Purchase Plan (incorporated by
reference herein to Appendix D to the Company's Definitive Proxy
Statement for its 2001 Annual Meeting of Stockholders, filed on October
4, 2001).
5(a) Opinion of Counsel regarding the legality of the Common Stock being
registered.
23(a) Consent of Counsel (included in Exhibit 5(a)).
23(b) Consent of Independent Public Accountants.
24(a) Power of Attorney (included on signature page).
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Exhibit 5(a)
OPINION OF COUNSEL
February 4, 2002
Coach, Inc.
516 West 34th Street
New York, New York 10001
Re: Coach, Inc. - Registration Statement on Form S-8
------------------------------------------------
Ladies and Gentlemen:
We have served as Maryland counsel to Coach, Inc., a Maryland
corporation (the "Company"), in connection with certain matters of Maryland law
arising out of the registration of up to 2,400,000 shares (the "Shares") of
common stock, $.01 par value per share, of the Company ("Common Stock") covered
by the above-referenced Registration Statement, and all amendments thereto (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 "Act"). The Shares are issuable pursuant to (i) the Company's 2000
Stock Incentive Plan (the "Incentive Plan") and (ii) the Company's 2001 Employee
Stock Purchase Plan (the "Purchase Plan" and, together with the Incentive 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 charter of the Company (the "Charter"), certified as of a
recent date by the State Department of Assessments and Taxation
of Maryland (the "SDAT");
2. The Bylaws of the Company (the "Bylaws"), certified as of the
date hereof by an officer of the Company;
3. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
4. Resolutions adopted by the Board of Directors of the Company
relating to the adoption of the Plans and the issuance and
registration of the Shares (the "Director Resolutions"),
certified as of the date hereof by an officer of the Company;
5. Minutes of the 2001 Annual Meeting of the Stockholders of the
Company, certified as of the date hereof by an officer of the
Company;
6. A copy of each of the Plans, certified as of the date hereof by
an officer of the Company;
7. A certificate executed by an officer of the Company, dated the
date hereof;
8. The Registration Statement; and
9. 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 or the Plans.
6. Each option, restricted stock unit, right or other security
exercisable or exchangeable for a Share will have been duly authorized, validly
granted and duly exercised or exchanged in accordance with the terms of the
Plans, 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.
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Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Shares are duly authorized for issuance and, when and to the
extent issued in accordance with the Charter, the Bylaws, 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 the applicability or effect of any federal or state
securities laws, including the securities laws of the State of Maryland, any
federal or state laws regarding fraudulent transfers, or any real estate
syndication laws of the State of Maryland. To the extent that any matter as to
which our opinion is expressed herein would be governed by any jurisdiction
other than the State of Maryland, we do not express any opinion on such matter.
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 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
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Exhibit 23(b)
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, 2001 included in the Coach, Inc.'s Form 10-K for the year ended June
30, 2001 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
New York, New York
February 4, 2002