AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 25, 2002
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE J. JILL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2973769
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
4 BATTERYMARCH PARK, QUINCY, MASSACHUSETTS 02169
(Address of principal executive offices) (Zip code)
THE J. JILL GROUP, INC.
AMENDED AND RESTATED 2001 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
(Full title of the plan)
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GORDON R. COOKE
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS
THE J. JILL GROUP, INC.
4 BATTERYMARCH PARK
QUINCY, MASSACHUSETTS 02169
(Name and address of agent for service)
(617) 376-4300
(Telephone number, including area code, of agent for service)
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WITH COPIES TO:
DAVID R. PIERSON, ESQ.
FOLEY HOAG LLP
155 SEAPORT BOULEVARD
BOSTON, MASSACHUSETTS 02210
(617) 832-1000
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CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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common stock,
$0.01 par value 750,000 shares (1) $20.755(2) $15,566,250(2) $1,432.10(2)
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(1) Represents shares of common stock issuable upon exercise of stock options
available for grant under The J. Jill Group, Inc. Amended and Restated 2001
Incentive and Non-Statutory Stock Option Plan. All share numbers in this
registration statement reflect a three-for-two split of the common stock in
the form of a stock dividend paid on June 28, 2002.
(2) Calculated pursuant to Rules 457(c) and (h)(1) under the Securities Act of
1933 based on the average of the high and low sale prices of the common
stock as reported on the Nasdaq National Market on July 22, 2002.
This Registration Statement covers 750,000 shares of our common stock
issuable pursuant to our Amended and Restated 2001 Incentive and Nonqualified
Stock Option Plan. These shares are in addition to the 1,500,000 shares of
common stock registered pursuant to the Registration Statement on Form S-8, File
No. 333-67832, which we filed with the Securities and Exchange Commission on
August 17, 2001. All share numbers in this registration statement reflect a
three-for-two split of our common stock in the form of a stock dividend paid on
June 28, 2002.
THE CONTENTS OF OUR REGISTRATION STATEMENT ON FORM S-8, FILE NO. 333-67832,
ARE INCORPORATED HEREIN BY REFERENCE.
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PART II
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated 2001 Incentive and Non-Statutory Stock Option Plan.
5.1 Opinion of Foley Hoag LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Foley Hoag LLP (included in Exhibit 5.1).
24.1 Power of attorney (contained on the signature page of this registration statement).
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 Quincy, Massachusetts, as of July 25, 2002.
THE J. JILL GROUP, INC.
By: /s/ Olga L. Conley
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Olga L. Conley
President-- Corporate Services,
Chief Financial Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below hereby constitutes and appoints Gordon R. Cooke and Olga L. Conley, and
each of them, his or her true and lawful attorneys-in-fact and agents with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or any of them, may deem necessary or advisable to be done in connection
with this registration statement, 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 any of them, or any substitute or substitutes
for him, any or all of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the indicated capacities
on the date indicated.
SIGNATURE TITLE
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President, Chief Executive Officer and
/s/Gordon R. Cooke Chairman of the Board of Directors
--------------------------------- (principal executive officer) and Director July 25, 2002
Gordon R. Cooke
President -- Corporate Services, Chief
/s/Olga L. Conley Financial Officer and Treasurer (principal
--------------------------------- financial officer) July 25, 2002
Olga L. Conley
/s/Linda L. Trudel Vice President/Corporate Controller
--------------------------------- (principal accounting officer) July 25, 2002
Linda L. Trudel
/s/William E. Engbers
--------------------------------- Director July 25, 2002
William E. Engbers
--------------------------------- Director
Brett D. Heffes
--------------------------------- Director
Thomas J. Litle
/s/Ruth M. Owades
--------------------------------- Director July 25, 2002
Ruth M. Owades
/s/ Samuel L. Shanaman
--------------------------------- Director July 25, 2002
Samuel L. Shanaman
/s/Jonathan P. Ward
--------------------------------- Director July 25, 2002
Jonathan P. Ward
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated 2001 Incentive and Non-Statutory Stock Option Plan.
5.1 Opinion of Foley Hoag LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Foley Hoag LLP (included in Exhibit 5.1).
24.1 Power of attorney (contained on the signature page of this registration statement).