AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POLO RALPH LAUREN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-2622036
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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650 MADISON AVENUE
NEW YORK, NEW YORK 10022
(212) 318-7000
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
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POLO RALPH LAUREN CORPORATION
1997 LONG-TERM STOCK INCENTIVE PLAN
(Full title of the plan)
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VICTOR COHEN, ESQ.
GENERAL COUNSEL
POLO RALPH LAUREN CORPORATION
650 MADISON AVENUE
NEW YORK, NEW YORK 10022
(212) 318-7000
(Name and Address, including Zip Code,
and Telephone Number, including Area Code of Agent For Service)
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CALCULATION OF REGISTRATION FEE
=================================== ===================== ===================== ===================== =====================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED TO BE REGISTERED(1) PER SHARE (2) PRICE (2) REGISTRATION FEE
- ----------------------------------- --------------------- --------------------- --------------------- ---------------------
Class A Common Stock, par value
$.01 per share................. 20,000,000 $ 16.40625 $164,062,500 $43,312.50
=================================== ===================== ===================== ===================== =====================
(1) 10,000,000 shares of Class A Common Stock of Polo Ralph Lauren Corporation
(the "Company") in the above-referenced plan are being registered in this
registration statement. An additional 10,000,000 shares of our Class A
Common Stock, also issuable under the above-referenced plan, were
previously registered in registration statement No. 333-29023, for which
registration fees were previously paid.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) of the Securities Act of 1933. The Proposed
Maximum Offering Price Per Share is $16.40625 and is based upon the average
of the high and low sale price of the Class A Common Stock as reported by
the New York Stock Exchange as of September 27, 2000, which is within five
(5) business days prior to the date of this registration statement.
EXHIBIT INDEX IS LOCATED AT PAGE 4 OF THIS DOCUMENT.
Total Pages: 4
INCORPORATION OF PREVIOUSLY FILED DOCUMENTS.
The registration statement relates to our registration statement on
Form S-8, filed with the Securities and Exchange Commission on June 12, 1997, as
registration statement No. 333-29023 (the "1997 Registration Statement"). This
registration statement, which is filed pursuant to Instruction E of Form S-8,
promulgated pursuant to the Securities Act of 1933, as amended, includes the
registration statement facing page, this page, the signature page, an Exhibit
Index, an Exhibit 5 legal opinion and an accountant's consent. Pursuant to
Instruction E, the 1997 Registration Statement, and all documents incorporated
therein and deemed incorporated therein, are incorporated hereinby reference.
2
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 27th day of
September, 2000.
POLO RALPH LAUREN CORPORATION
By: /s/ Nancy A. Platoni Poli
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Nancy A. Platoni Poli
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registrant statement has been signed by the following persons in the capacities
and on the dates indicated.
SIGNATURE TITLE(S) DATE
- --------- -------- ----
/s/ Ralph Lauren Chairman of the Board of Directors September 8, 2000
- ---------------------------- and Chief Executive Officer
Ralph Lauren (Principal Executive Officer)
/s/ F. Lance Isham Vice Chairman of the Board of September 8, 2000
- ---------------------------- Directors
F. Lance Isham
/s/ Roger N. Farah President, Chief Operating Officer September 8, 2000
- ---------------------------- and Director
Roger N. Farah
/s/ Frank A. Bennack, Jr. Director September 8, 2000
- ----------------------------
Frank A. Bennack, Jr.
/s/ Joel L. Fleishman Director September 8, 2000
- ----------------------------
Joel L. Fleishman
/s/ Richard Friedman Director September 8, 2000
- ----------------------------
Richard Friedman
/s/ Allen Questrom Director September 8, 2000
- ----------------------------
Allen Questrom
/s/ Terry S. Semel Director September 8, 2000
- ----------------------------
Terry S. Semel
3
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
5 - Opinion of Counsel re Legality.
23(a) - Consent of Independent Public Accountants.
23(b) - Consent of Counsel (included in its opinion
filed as Exhibit 5 to this Registration
Statement).
24 - Power of Attorney (included as part of the
signature page to this Registration
Statement and incorporated herein by
reference).
4
EXHIBIT 5 - OPINION RE LEGALITY
September 28, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Commissioners:
Reference is made to the Registration Statement on Form S-8 filed by
Polo Ralph Lauren Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "SEC") on September 28, 2000 (the
"Registration Statement") relating to the issuance of additional shares of the
Company's Class A Common Stock, par value $0.01 per share (the "Common Stock"),
pursuant to the 1997 Polo Ralph Lauren Corporation Long-Term Stock Incentive
Plan, as amended (the "Plan"). The Plan was originally registered on a
Registration Statement on Form S-8, filed with the S.E.C. on June 12, 1997 as
Registration Statement No. 333-29023.
I have reviewed copies of the Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Company and the
Registration Statement, and I have reviewed such other documents and records of
the Company as I have deemed necessary as a basis for the opinions hereinafter
expressed. I have also examined and relied upon representations, statements or
certificates of public officials and officers and representatives of the
Company. Based on the foregoing, I am of the opinion that the additional shares
of Class A Common Stock of the Company to be issued pursuant to the Plan will
be, when issued in compliance with such Plan, legally issued, fully-paid and
non-assessable.
I am Executive Vice President, General Counsel and Secretary of the
Company. As of September 28, 2000, I had a beneficial interest in an aggregate
of approximately 42,950 shares of Common Stock.
I hereby consent to the use of this opinion as an Exhibit to the
above-mentioned Registration Statement. In giving this consent, I do not thereby
admit that I am within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the S.E.C. thereunder. I am delivering this opinion to the
Company, and no person other than the Company may rely upon it.
Very truly yours,
/s/ Victor Cohen
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Victor Cohen
EXHIBIT 23(a) - CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Polo Ralph Lauren Corporation on Form S-8 of our reports dated May 19, 2000,
appearing in the Annual Report on Form 10-K of Polo Ralph Lauren Corporation for
the year ended April 1, 2000.
DELOITTE & TOUCHE, LLP
New York, New York
September 28, 2000
