AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2007
REGISTRATION NO. 333-
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UNITED STATES
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.)
650 MADISON AVENUE
NEW YORK, NEW YORK 10022
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
POLO RALPH LAUREN CORPORATION
1997 LONG-TERM STOCK INCENTIVE PLAN
(Full title of the plan)
JONATHAN D. DRUCKER
SENIOR VICE PRESIDENT - GENERAL COUNSEL
AND SECRETARY
POLO RALPH LAUREN CORPORATION
650 MADISON AVENUE
NEW YORK, NEW YORK 10022
212-318-7000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) SHARE (2)(3) PRICE(3) REGISTRATION FEE(1)
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Class A Common Stock, par value $0.01 per share 6,000,000 $ 85.50 $ 513,000,000.00 $ 15,749.10
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(1) 6,000,000 shares of Class A Common Stock under the 1997 Long-Term Stock
Incentive Plan (the "Plan"), are being registered in this Registration
Statement, plus, in accordance with Rule 416 under the Securities Act of
1933, as amended, such additional shares of Class A Common Stock as may be
issuable pursuant to adjustments for dividends, splits, combinations or
other changes or recapitalizations or similar transactions. The registrant
has previously registered 20,000,000 shares issuable under the Plan on
Registration Statement Nos. 333-29023 and 333-46808. The registration fees
for the previously registered shares were paid at the time that the
previous registration statements were filed.
(2) The Proposed Maximum Offering Price Per Share was determined by averaging
the high and low prices of the Class A Common Stock as reported by the New
York Stock Exchange on March 9, 2007.
(3) Estimated solely for the purpose of computing the registration fee in
accordance with Rules 457(c) and 457(h) under the Securities Act of 1933,
as amended.
EXPLANATORY NOTE
Polo Ralph Lauren Corporation (the "Company") has prepared this
Registration Statement in accordance with the requirements of Form S-8 under
the Securities Act of 1933, as amended (the "Securities Act"), to increase by
6,000,000 the number of shares of Class A Common Stock registered under the
1997 Long-Term Stock Incentive Plan (the "Plan").
Pursuant to General Instruction E of Form S-8, the contents of (i) the
Registration Statement on Form S-8 (File No. 333-29023) previously filed by the
Company with the Securities and Exchange Commission (the "Commission") on June
12, 1997 and (ii) the Registration Statement on Form S-8 (File No. 333-46808)
previously filed by the Company with the Securities and Exchange Commission on
September 28, 2000 are hereby incorporated by reference in this Registration
Statement. Upon the effectiveness of this Registration Statement, a total of
26,000,000 shares of Class A Common Stock issuable under the Plan will be
registered, including 6,000,000 additional shares of Class A Common Stock being
registered hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this Part I of
Form S-8 will be sent or given to all participants under the Plan as specified
by Rule 428(b)(1) of the Securities Act. These documents are not required to be
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act as set forth in Rule 428(a)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended April 1, 2006.
2. The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended July 1, 2006, September 30, 2006 and December 30,
2006.
3. The Company's Current Reports on Form 8-K dated June 15, 2006,
August 10, 2006, August 15, 2006, October 5, 2006, November 13,
2006, February 7, 2007 and February 8, 2007.
4. The description of the Company's Class A Common Stock contained
in the Company's Registration Statement on Form S-1 (File No.
333-24733).
In addition, all reports and documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and made a part hereof from the date of the
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
permits a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful.
Section 145 further permits the corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in the preceding two paragraphs, or in
defense of any claim, issue or matter therein, Section 145 requires that such
person be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 145 provides that expenses (including attorneys' fees)
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
Section 145.
Article Six of the Company's Amended and Restated Certificate of
Incorporation eliminates the personal liability of the directors of the Company
to the Company or its stockholders for monetary damages for breach of fiduciary
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duty as directors, with certain exceptions. Article Seven requires
indemnification of directors and officers of the Company, and for advancement
of litigation expenses to the fullest extent permitted by Section 145.
The Company has entered into indemnification agreements with its
directors and officers indemnifying them against liability that they may incur
in their capacity as such and for the advancement of litigation expenses in
connection therewith. The indemnification agreements do not provide
indemnification to the extent that the indemnitee has actually received
indemnification payments pursuant to the Company's Amended and Restated
Certificate of Incorporation, its directors' and officers' liability insurance,
or otherwise. Additionally, the indemnification agreements do not provide
indemnification against claims (i) based upon or attributable to the indemnitee
gaining in fact any personal profit or advantage to which he or she is not
entitled; (ii) for the return by the indemnitee of any remuneration paid to him
or her without the previous approval of the stockholders of the Company which
is illegal; (iii) for an accounting of profits in fact made from the purchase
or sale by the indemnitee of securities of the Company within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, or similar
provisions of any state law; (iv) for any liability resulting from the
indemnitee's knowingly fraudulent, dishonest or willful misconduct; or (v) for
any amount, the payment of which is not permitted by applicable law.
Determinations as to whether an indemnitee is entitled to be paid
under the indemnification agreements may be made by (i) a majority vote of a
quorum of disinterested directors; (ii) independent legal counsel, if such a
quorum of disinterested directors is not obtainable or if the quorum of
disinterested directors so directs; (iii) a majority of the shares present and
voting, so long as a quorum is present; or (iv) a final adjudication of a court
of competent jurisdiction. In the event that the Company undergoes a "Change of
Control" (as defined in the indemnification agreements), the indemnitee may
provide that all such determinations shall be made by special independent
counsel selected by the indemnitee and approved by the Company, which approval
may not be unreasonably withheld. In certain circumstances, an indemnitee may
require the Company to establish a trust fund to assure that funds will be
available to pay any amounts which may be due such indemnitee under an
indemnification agreement.
The Company also maintains directors and officers liability insurance
for the benefit of its directors and certain of its officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Certificate 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. 333-24733) (the "S-1")).
4.2 Amended and Restated By-laws of the Company. (Incorporated herein by
reference to Exhibit 3.2 to the S-1).
3
ITEM 8. EXHIBITS (continued).
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.*
23.1 Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in
Exhibit 5.1).*
23.2 Consent of Deloitte & Touche LLP.*
24.1 Power of Attorney (included on signature pages of this Part II).*
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* Filed herewith
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 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 a 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) and (a)(1)(ii) do not apply if the
registration statement is on Form S-8, 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.
(2) That, for 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 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
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employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 Registrant's Certificate of Incorporation or
by-laws, by contract, 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 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.
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 March 14, 2007.
POLO RALPH LAUREN CORPORATION
By: /s/ Tracey T. Travis
---------------------------
Name: Tracey T. Travis
Title: Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
directors and officers of Polo Ralph Lauren Corporation hereby constitutes and
appoints Ralph Lauren and Tracey T. Travis, and each of them, as
attorneys-in-fact for the undersigned, in any and all capacities, with full
power of substitution, to sign any amendments to this registration statement
(including post-effective amendments), and to file the same with exhibits
thereto and other documents in connection therewith with the Securities and
Exchange Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that each said attorney-in-fact, or any of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of March 14, 2007.
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SIGNATURE TITLE
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/s/ Ralph Lauren Chairman of the Board, Chief
- ---------------------------- Executive Officer and Director
Ralph Lauren (Principal Executive Officer)
/s/ Roger N. Farah President, Chief Operating Officer
- ---------------------------- and Director
Roger N. Farah
/s/ Jackwyn Nemerov Executive Vice President and Director
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Jackwyn Nemerov
/s/ Tracey T. Travis Senior Vice President and Chief
- ---------------------------- Financial Officer (Principal Financial
Tracey T. Travis and Accounting Officer)
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SIGNATURE TITLE
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/s/ John R. Alchin Director
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John R. Alchin
/s/ Arnold H. Aronson Director
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Arnold H. Aronson
/s/ Frank A. Bennack, Jr. Director
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Frank A. Bennack, Jr.
/s/ Joyce F. Brown Director
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Dr. Joyce F. Brown
/s/ Joel L. Fleishman Director
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Joel L. Fleishman
/s/ Judith A. McHale Director
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Judith A. McHale
/s/ Steven P. Murphy Director
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Steven P. Murphy
/s/ Terry S. Semel Director
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Terry S. Semel
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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4.1 Amended and Restated Certificate 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. 333-24733) (the
"S-1")).
4.2 Amended and Restated By-laws of the Company. (Incorporated herein
by reference to Exhibit 3.2 to the S-1).
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.*
23.1 Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included
in Exhibit 5.1).*
23.2 Consent of Deloitte & Touche LLP.*
24.1 Power of Attorney (included on signature pages of this Part II).*
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*Filed herewith.
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EXHIBIT 5.1
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Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
March 14, 2007
Polo Ralph Lauren Corporation
650 Madison Avenue
New York, New York 10022
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") of Polo Ralph Lauren Corporation, a Delaware
corporation (the "Company"), filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations thereunder (the "Rules"), you have asked us to furnish our
opinion as to the legality of the securities being registered under the
Registration Statement. The Registration Statement relates to the registration
under the Act of 6,000,000 shares of the Company's Class A common stock, par
value $0.01 per share (the "Shares"), to be issued pursuant to the Polo Ralph
Lauren Corporation 1997 Long-Term Incentive Plan (the "Plan).
In connection with the furnishing of this opinion, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):
1. the Registration Statement; and
2. the Plan.
Polo Ralph Lauren Corporation 2
In addition, we have examined (i) such corporate records of the Company that we
have considered appropriate, including a copy of the restated certificate of
incorporation, as amended, and restated by-laws, as amended, of the Company,
certified by the Company as in effect on the date of this letter and copies of
resolutions of the board of directors of the Company relating to the issuance
of the Shares, certified by the Company and (ii) such other certificates,
agreements and documents that we deemed relevant and necessary as a basis for
the opinions expressed below. We have also relied upon certificates of public
officials and the officers of the Company.
In our examination of the documents referred to above, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the documents
reviewed by us, the authenticity of all documents submitted to us as originals,
the conformity to the originals of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or
other documents, the authenticity of all such agreements and documents and that
the statements regarding matters of fact in the certificates, records,
agreements, instruments and documents that we have examined are accurate and
complete.
Based upon the above, and subject to the assumptions, exceptions
and qualifications stated herein, we are of the opinion that the Shares have
been duly authorized by all necessary corporate action on the part of the
Company and, when issued delivered and paid for in accordance with the Plan,
the Shares will be duly authorized, validly issued, fully paid and
non-assessable.
The opinion expressed above is limited to the General Corporation
Law of the State of Delaware. Our opinion is rendered only with respect to the
laws, and the rules, regulations and orders under those laws, that are
currently in effect.
Polo Ralph Lauren Corporation 3
We hereby consent to use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required by the Act or the
Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
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PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
EXHIBIT 23.2
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated June 14, 2006, relating to the consolidated
financial statements of Polo Ralph Lauren Corporation and subsidiaries (the
"Company"), and our report dated June 14, 2006, relating to management's
report on the effectiveness of internal control over financial reporting
(which report expresses an adverse opinion on the effectiveness of the
Company's internal control over financial reporting because of a material
weakness with respect to income taxes), appearing in the Annual Report on Form
10-K of Polo Ralph Lauren Corporation and subsidiaries for the year ended
April 1, 2006.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
March 12, 2007