As filed with the Securities and Exchange Commission on September 1, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Abercrombie & Fitch Co.
(Exact name of registrant as specified in its charter)
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| Delaware | | 31-1469076 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
6301 Fitch Path, New Albany, Ohio 43054 |
(Address of Principal Executive Offices) (Zip Code) |
Abercrombie & Fitch Co.
2016 Long-Term Incentive Plan for Associates,
(Full title of the plan)
Gregory J. Henchel
Executive Vice President, General Counsel, and Corporate Secretary
Abercrombie & Fitch Co.
6301 Fitch Path
New Albany, Ohio 43054
(Name, address, and telephone number, including area code, of agent for service)
Copies of Correspondence to:
Celia A. Soehner
Alexandra M. Good
Morgan, Lewis & Bockius LLP
One Oxford Centre
Thirty-Second Floor
Pittsburgh, PA 15219-6401
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | x | Accelerated filer | |
| Non-accelerated filer | | Smaller reporting company | |
| | Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Abercrombie & Fitch Co. (the “Company”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register the offer and sale of an additional 300,000 shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”), under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates, as amended (the “Plan”). This Registration Statement hereby incorporates by reference the contents of the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on June 16, 2016 (File No. 333-212060), June 15, 2017 (File No. 333-218762), September 10, 2018 (File No. 333-227271), September 11, 2019 (File No. 333-233714), June 10, 2020 (File No. 333-239074), September 8, 2021 (File No. 333-259385), and September 7, 2022 (File No. 333-267317).
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Company with the Commission are hereby incorporated by reference into this Registration Statement:
(i) The Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023 (filed with the Commission on March 27, 2023);
(ii) The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended April 29, 2023 and July 29, 2023 (filed with the Commission on June 6, 2023 and September 1, 2023, respectively);
(iv) The description of the Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on August 29, 1996, as amended by Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023 (filed with the Commission on March 27, 2023), including any subsequently filed amendments and reports updating such description.
To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference.
All reports and other documents that the Company subsequently files with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that the Company has sold all of the securities offered under this Registration Statement or deregisters the distribution of all such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date that the Company files such report or document.
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 that also is, 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 8. Exhibits.
A list of exhibits filed herewith is contained in the Exhibit Index that immediately precedes such exhibits and is incorporated herein by reference.
EXHIBIT INDEX
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| Exhibit No. | | Description |
| 5.1* | | |
| 23.1* | | |
| 23.2* | | |
| 24.1* | | |
| 99.1 | | |
| 107* | | |
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Albany, State of Ohio, on the 1st day of September, 2023.
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| ABERCROMBIE & FITCH CO. |
| | |
| By: | /s/ Scott D. Lipesky |
| | Scott D. Lipesky |
| | Executive Vice President, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer and Principal Accounting Officer) |
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Scott D. Lipesky and Fran Horowitz and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended), 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 act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her 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 below by the following persons in the capacities indicated and on or before this 1st day of September, 2023:
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| Signature | Title | Date |
| | |
/s/ Nigel Travis Nigel Travis | Chairperson of the Board and Director | September 1, 2023 |
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/s/ Fran Horowitz Fran Horowitz | Chief Executive Officer and Director (Principal Executive Officer) | September 1, 2023 |
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/s/ Scott D. Lipesky Scott D. Lipesky | Executive Vice President, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer and Principal Accounting Officer) | September 1, 2023 |
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/s/ Kerrii B. Anderson Kerrii B. Anderson | Director | September 1, 2023 |
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/s/ Susie Coulter Susie Coulter | Director | September 1, 2023 |
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/s/ Sarah M. Gallagher Sarah M. Gallagher | Director | September 1, 2023 |
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/s/ James A. Goldman James A. Goldman | Director | September 1, 2023 |
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/s/ Helen E. McCluskey Helen E. McCluskey | Director | September 1, 2023 |
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/s/ Kenneth B. Robinson Kenneth B. Robinson | Director | September 1, 2023 |
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/s/ Helen Vaid Helen Vaid | Director | September 1, 2023 |
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Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Abercrombie & Fitch Co.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security
Class Title(1) | Fee Calculation Rule | Amount
Registered(1) | Proposed
Maximum
Offering
Price Per
Unit(2) | Proposed Maximum
Aggregate
Offering
Price(2) | Fee Rate | Amount of Registration Fee |
| Equity | Class A Common Stock,
par value $0.01 per share | Other | 300,000 | $50.62 | $15,186,000 | $110.20 per $1,000,000.00 | $1,673.50 |
| Total Offering Amounts | | $15,186,000 | | $1,673.50 |
| Total Fee Offsets | | | | — |
| Net Fee Due | | | | $1,673.50 |
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of the registrant’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) which may become issuable under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates, as amended, by reason of any stock dividend, stock split, recapitalization, or any other similar transaction effected without the receipt of Class A Common Stock, as specified in such anti-dilution provisions.
(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act and computed on the basis of the average of the high and low sales prices for a share of Class A Common Stock as reported on the New York Stock Exchange on August 25, 2023.
Exhibit 5.1
September 1, 2023
Abercrombie & Fitch Co.
6301 Fitch Path
New Albany, Ohio 43054
Re: Abercrombie & Fitch Co. - Registration Statement on Form S-8 Filed on September 1, 2023
Relating to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates, as amended
Ladies and Gentlemen:
We have acted as counsel to Abercrombie & Fitch Co., a Delaware corporation (the “Company”), in connection with its filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”) on the date hereof. The Registration Statement relates to the registration of the offer and sale of 300,000 shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”) that may be issued under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates, as amended (the “Plan”).
In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of (i) the Company’s Amended and Restated Certificate of Incorporation, as amended to date, (ii) the Company’s Amended and Restated Bylaws, as amended to date, (iii) certain resolutions of the Company’s Board of Directors relating to the Registration Statement, (iv) the Plan, and (v) such other documents, records, and other instruments as we have deemed appropriate for purposes of the opinions set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of all documents submitted to us as copies. With respect to matters of fact relevant to our opinions as set forth below, we have relied upon certificates of officers of the Company, representations made by the Company in documents examined by us, and representations of officers of the Company. We have also obtained and relied upon such certificates and assurances from public officials as we have deemed necessary for the purposes of our opinions set forth below.
Subject to the foregoing and the other matters set forth herein, we are of the opinion, as of the date hereof, that the Common Stock has been duly authorized by the Company and, when issued by the Company in accordance with the provisions of the Plan, will be validly issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.
The opinions expressed herein are limited to the Federal laws of the United States and the Delaware General Corporation Law, and we express no opinion with respect to the laws of any other state or jurisdiction.
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Very truly yours,
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| /s/ Morgan, Lewis & Bockius LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Abercrombie & Fitch Co. of our report dated March 27, 2023, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Abercrombie & Fitch Co.’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
September 1, 2023
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