SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tiffany & Co.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
13-3228013
(I.R.S. Employer Identification
No.)
727 Fifth Avenue
New York, New York 10022
(Address of Principal Executive Offices)
2008 Directors Equity Compensation Plan
(Full Title of the Plan)
Patrick B. Dorsey, Esq.
Senior Vice President - General Counsel
Tiffany & Co.
727 Fifth Avenue
New York, New York 10022
(Name and Address of Agent For Service)
(212) 755-8000
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer |X| Accelerated filer |_|
Non-Accelerated filer |_| Smaller reporting company |_|
(Do not check if smaller reporting company)
CALCULATION OF REGISTRATION FEE
==================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee (2)
--------------------------------------------------------------------------------------------------
Common Stock 1,000,000 $46.66 $46,660,000 $1,833.74
==================================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, the registration
statement also registers such additional shares of Common Stock that become
available under the foregoing plan in connection with changes in the number of
outstanding Common Stock because of events such as recapitalization, stock
dividends, stock splits and reverse stock splits, and any other securities with
respect to which the outstanding Shares are converted or
(2) These amounts have been estimated solely for the purpose of calculating the
registration fee. Pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities
Act of 1933, as amended, these amounts have been computed on the basis of the
average of the high and low prices for the Registrant's Common Stock, par value
$0.01 per share, reported by the New York Exchange on May 27, 2008, a date
within five days prior to the date of filing of this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8. The documents containing the information required by
Part I of Form S-8 will be sent or given to participants of the 2008 Directors
Equity Compensation Plan (the "Plan") as specified by Rule 428 of the Securities
Act. The Plan is being filed herein with the Securities and Exchange Commission
(the "Commission") as referenced in Item 8 of Part II of this Registration
Statement on Form S-8. The Plan, as filed with this Registration Statement and
the documents incorporated by reference in the Registration Statement pursuant
to Item 3 of Part II of this form, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act. The Registrant
will maintain a file of such documents in accordance with the provisions of Rule
428. Upon request, the Registrant will furnish to the Commission or its staff a
copy or copies of all documents included in that file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents which have heretofore been filed by the Registrant with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "1933 Act"), and pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"), are incorporated
by reference herein and shall be deemed to be a part hereof:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 2008, filed with the Commission on March 28, 2008;
2. The Registrant's Current Report on Form 8-K, filed with the Commission on
March 24, 2008;
3. The Registrant's Current Report on Form 8-K, filed with the Commission on
May 15, 2008;
4. Description of the Registrant's Common Stock contained in the Registration
Statement filed with the Commission on Form S-1 (Registration No.
33-12818), as most recently amended on May 5, 1987, including the
Prospectus for the Registrant's Common Stock dated May 5, 1987, as
supplemented by the Registration Statement dated November 18, 1988, filed
with the Commission on Form 8-A and the Registrant's Report on Form 8-A/A
dated September 25, 1998.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and
made part hereof from their respective dates of filing (such documents, and the
documents listed above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the 1934 Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.
Any statement contained herein or in an Incorporated Document 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
Incorporated Document 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.
The Registrant's Exchange Act file number with the Commission is 001-09494
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the validity of the Common Stock
registered hereby have been passed upon for the Registrant by
Patrick B. Dorsey, Senior Vice President, General Counsel and Secretary of the
Registrant. Mr. Dorsey is employed by the Registrant but is ineligible to
participate in the Plan.
Item 6. Indemnification of Directors and Officers.
Article Eighth of the Registrant's Restated Certificate of Incorporation
provides that a director of the Registrant shall not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except (i) for any breach of the director's duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived any improper personal benefit.
The Delaware Corporation Law (Section 145 of Title 8) permits indemnification of
directors, officers and employees in certain circumstances and subject to
certain limitations. Section 6.01 of the Registrant's Restated By-laws provides
that the Registrant shall, to the fullest extent permitted by law, 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 (including without limitation an
action by or in the right of the Registrant) by reason of the fact that he is or
was a director or officer of the Registrant, or is or was serving at the request
of the Registrant 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 him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, provided, however, that in
the event of any action, suit or proceeding initiated by and in the name of (or
by and in the name of a nominee or agent for) a person who would otherwise be
entitled to indemnification, such person shall be entitled to indemnification
hereunder only in the event such action, suit or proceeding was initiated on the
authorization of the Board of Directors. This right of indemnity is not
exclusive and the Registrant may provide indemnification to any person, by
agreement or otherwise, on such terms and conditions as the Board of Directors
may approve. Moreover, any agreement for indemnification of any director,
officer, employee or other person may provide indemnification rights that are
broader or otherwise different from those set forth herein.
Section 6.02 of the Registrant's Restated By-laws states that the Registrant may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Registrant, or is or was serving at
the request of the Registrant as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Registrant would have the
power to indemnify him against such liability pursuant to the Restated By-laws.
To this end, the directors and officers of the Registrant are covered by one or
more insurance policies under which they are insured, within the limits and
subject to certain limitations, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities that might be
imposed as a result of such actions, suits or proceedings in which they are
parties by reason of being or having been directors or officers.
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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
----------- ------------
3.1 Restated Certificate of Incorporation of Registrant.
Incorporated by reference from Exhibit 3.1 to Registrant's
Report on Form 8-K dated May 16, 1996, as amended by the
Certificate of Amendment of Certificate of Incorporation dated
May 20, 1999 (incorporated by reference to Exhibit 3.1 to
Registrant's Report on Form 10-Q for the Fiscal Quarter ended
July 31,1999).
3.1a Amendment to Certificate of Incorporation of Registrant dated
May 18, 2000. Previously filed as Exhibit 3.1b to Registrant's
Annual Report on Form 10-K for the Fiscal Year ended January
31, 2001 (incorporated by reference to Exhibit 3.1a to
Registrant's Annual Report on Form 10-K for the Fiscal Year
ended January 31, 2008).
Exhibit No. Description
----------- ------------
3.2 Restated By-Laws of Registrant, as last amended July 19, 2007
(incorporated by reference from Exhibit 3.2 to Registrant's
Report on Form 8-K dated July 20, 2007).
4.4 Registrant's 2008 Directors Equity Compensation Plan
(filed herewith).
5.1 Opinion of counsel (filed herewith).
23.1 Consent of Independent Registered Public Accounting Firm
(filed herewith).
23.2 Consent of counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
Item 9. Undertakings
1. The undersigned Registrant hereby undertakes:
(a) 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. 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 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;
(b) That, for the 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; and
(c) 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.
2. The undersigned Registrant hereby further undertakes that, for the 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 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.
3. 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 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.
4. That, for the purpose of determining liability of the Registrant under the
Securities Act to any purchaser in the initial distribution of the securities:
The undersigned Registrant undertakes that in a primary offering of securities
of the undersigned Registrant pursuant to this Registration Statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned Registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser: (i) any preliminary prospectus or prospectus of the undersigned
Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned Registrant or used or referred to by the undersigned
Registrant; (iii) the portion of any other free writing prospectus relating to
the offering containing material information about the undersigned Registrant or
its securities provided by or on behalf of the undersigned Registrant; and (iv)
any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
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 and State of New York, on this 29th day of
May, 2008.
TIFFANY & CO.
(Registrant)
By:/s/ Michael J. Kowalski
---------------------------------
(Michael J. Kowalski, Chairman of the
Board and Chief Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints MICHAEL J. KOWALSKI, JAMES N. FERNANDEZ and PATRICK B.
DORSEY his true and lawful attorneys-in-fact and agents, each acting alone, with
full powers of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign this Registration Statement and
any or all amendments to the Registration Statement, including pre-effective and
post-effective amendments, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, 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
might or could do, and hereby ratifies and confirms all his said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, 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 and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Michael J. Kowalski
_________________________________ Chairman of the Board and May 29, 2008
Michael J. Kowalski Chief Executive Officer
(Principal executive officer)
(Director)
/s/ James N. Fernandez
_________________________________ Executive Vice President and May 29, 2008
James N. Fernandez Chief Financial Officer
(Principal financial officer)
/s/ Henry Iglesias
_________________________________ Vice President and Controller May 29, 2008
Henry Iglesias (Principal accounting officer)
/s/ Rose Marie Bravo
_________________________________ Director May 15, 2008
Rose Marie Bravo
/s/ Gary E. Costley
_________________________________ Director May 15, 2008
Gary E. Costley
Signature Title Date
--------- ----- ----
/s/ Lawrence K. Fish
_________________________________ Director May 15, 2008
Lawrence K. Fish
/s/ Abby F. Kohnstamm
_________________________________ Director May 15, 2008
Abby F. Kohnstamm
/s/ Charles K. Marquis
_________________________________ Director May 15, 2008
Charles K. Marquis
/s/ Peter W. May
_________________________________ Director May 15, 2008
Peter W. May
/s/ J. Thomas Presby
_________________________________ Director May 15, 2008
J. Thomas Presby
/s/ William A. Shutzer
_________________________________ Director May 15, 2008
William A. Shutzer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 Restated Certificate of Incorporation of Registrant. Incorporated by reference from Exhibit 3.1
to Registrant's Report on Form 8-K dated May 16, 1996, as amended by the Certificate of
Amendment of Certificate of Incorporation dated May 20, 1999 (incorporated by reference to
Exhibit 3.1 to Registrant's Report on Form 10-Q for the Fiscal Quarter ended July 31,1999).
3.1a Amendment to Certificate of Incorporation of Registrant dated May 18, 2000. Previously filed
as Exhibit 3.1b to Registrant's Annual Report on Form 10-K for the Fiscal Year ended January
31, 2001 (incorporated by reference to Exhibit 3.1a to Registrant's Annual Report on Form 10-K
for the Fiscal Year ended January 31, 2008).
3.2 Restated By-Laws of Registrant, as last amended July 19, 2007 (incorporated by reference from
Exhibit 3.2 to Registrant's Report on Form 8-K dated July 20, 2007).
4.4 Registrant's 2008 Directors Equity Compensation Plan (filed herewith).
5.1 Opinion of counsel (filed herewith).
23.1 Consent of Independent Registered Public Accounting Firm (filed herewith).
23.2 Consent of counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this Registration Statement).