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As filed with the Securities and Exchange Commission
on May 31, 1996
Registration No. __________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE LIMITED, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
31-1029810
------------------------------------
(I.R.S. Employer Identification No.)
Three Limited Parkway, Columbus, Ohio 43216
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(Address of principal executive offices) (Zip Code)
1996 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS
-------------------------------------------
(Full title of the plan)
SAMUEL P. FRIED
Vice President and General Counsel
The Limited, Inc.
Three Limited Parkway, P.O. Box 16000
Columbus, Ohio 43216
(614) 479-7000
- --------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================================
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price per Aggregate Offering Registration Fee
Registered Share* Price*
- ------------------------------------------------------------------------------------------------------------
Common Stock 100,000 shares $21.438 $2,143,800 $739.24
$0.50 par value
============================================================================================================
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based
upon the average of the high and low prices reported in the New York Stock
Exchange consolidated reporting system as of May 28, 1996.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 3, 1996.
(b) All other reports, if any, filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since February 3, 1996.
(c) The description of the Common Stock, $.50 par value, set forth in the
Form 8 Amendment to Form 8-A, filed with the Commission on September 11, 1989
("Common Stock").
All documents filed by the Registrant with the Commission after the date of
this Registration Statement under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, and before the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides for
indemnification of directors and officers against any legal liability (other
than liability arising from derivative suits) if the officer or director acted
in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation. In criminal actions, the
officer or director must also have had no reasonable cause to believe that his
conduct was unlawful. A corporation may indemnify an officer or director in a
derivative suit if the officer or director acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interest of the
corporation unless the officer or director is found liable to the corporation.
However, if the Court of Chancery or the court in which such action or suit was
brought determines that the officer or director is fairly and reasonably
entitled to indemnity, then the Court of Chancery or such other court may
permit indemnity for such officer or director to the extent it deems proper.
The Registrant's Bylaws provide generally that the Registrant shall
indemnify its present and past directors and officers to the fullest
extent permitted by the laws of Delaware as they may exist from time
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to time. Directors and officers of the Registrant and its subsidiaries are
indemnified generally against expenses actually and reasonably incurred in
connection with proceedings, whether civil or criminal. The Registrant's
Bylaws also provide that indemnification thereunder is not exclusive, and the
Registrant may agree to indemnify any person as provided therein. The
Registrant is a party to indemnification agreements with its directors and
officers. The agreements provide that the Registrant will indemnify such
directors and officers to the fullest extent permitted by applicable law, and
require the Registrant to maintain directors' and officers' liability insurance
at the level in effect when the relevant indemnification agreement was executed
and to advance expenses upon the request of an officer or director.
The Registrant's Certificate of Incorporation provides that directors of
the Registrant shall not be held personally liable to the Registrant or
its stockholders for monetary damages arising from certain breaches of their
fiduciary duties. The provision does not insulate directors from personal
liability for (i) breaches of their duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not taken in good faith or that involve
intentional misconduct or knowing violation of law, (iii) transactions in which
the director derives any improper personal benefit or (iv) unlawfully voting to
pay dividends or to repurchase or redeem stock.
The Registrant maintains insurance policies providing for indemnification
of directors and officers and for reimbursement to the Registrant for
monies which it may pay as indemnity to any director or officer, subject to the
conditions and exclusions of the policies and specified deductible provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index on page 7.
Item 9. Undertakings.
(a) Rule 415 Offering.
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 of 1933 (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;
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(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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) 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.
(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) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report under Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
under Section 15(d) of the Exchange Act) that is incorporated by reference in
the 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.
(h) Filing of Registration Statement on Form S-8.
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.
SIGNATURES
The Registrant.
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
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caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio,
on May 20, 1996.
THE LIMITED, INC.
(The Registrant)
By /s/ Kenneth B. Gilman
--------------------------
Kenneth B. Gilman,
Vice Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on May 20, 1996.
Signature Title
- --------- -----
* Chairman of the Board
- --------------------- (principal executive
Leslie H. Wexner officer) and Director
/s/ Kenneth B. Gilman Vice Chairman, Chief
- --------------------- Financial Officer
Kenneth B. Gilman (principal financial and
accounting officer) and
Director
* Vice Chairman and Director
- ---------------------
Michael A. Weiss
* Secretary and Director
- ---------------------
Bella Wexner
* Director
- ---------------------
Martin Trust
* Director
- ---------------------
Eugene M. Freedman
* Director
- ---------------------
E. Gordon Gee
* Director
- ---------------------
Leonard A. Schlesinger
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* Director
- ---------------------
David T. Kollat
* Director
- ---------------------
Claudine B. Malone
* Director
- ---------------------
Donald B. Shackelford
* Director
- ---------------------
Allan R. Tessler
* Director
- ---------------------
Raymond Zimmerman
*Kenneth B. Gilman, by signing his name hereto, signs this document on behalf
of the persons indicated above pursuant to powers of attorney duly executed by
such persons.
By /s/ Kenneth B. Gilman
-----------------------
Kenneth B. Gilman,
Attorney-in-Fact
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EXHIBIT INDEX
The following exhibits are filed as part of this Registration
Statement:
Exhibit
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4.1 Certificate of Incorporation of the Registrant incorporated by
reference to Exhibit 3.4 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended January 30, 1988.
4.2 Bylaws of the Registrant incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended February 2, 1991.
4.3 Copy of The Limited, Inc. 1996 Stock Plan for Non-Associate Directors.
5 Legal opinion of Samuel P. Fried, Esq., Vice President and General
Counsel of the Registrant.
23.1 Consent of Coopers & Lybrand L.L.P..
23.2 Consent of Samuel Fried, Vice President and General Counsel of the
Registrant (included in the opinion filed as Exhibit 5).
24 Powers of Attorney.
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EXHIBIT 4.3
THE LIMITED, INC.
1996 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS
1. PURPOSE
The purpose of The Limited, Inc. 1996 Stock Plan for Non-Associate
Directors (the "Plan") is to promote the interests of The Limited, Inc. (the
"Company") and its stockholders by increasing the proprietary interest of
non-associate directors in the growth and performance of the Company by
granting such directors options to purchase shares of common stock (the
"Shares") of the Company and by awarding Shares to such directors in respect of
a portion of the Retainer (as defined in Section 6(b)) payable to such
directors.
2. ADMINISTRATION
The Plan shall be administered by the Company's Board of Directors (the
"Board"). Subject to the provisions of the Plan, the Board shall be authorized
to interpret the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan and to make all other determinations necessary
or advisable for the administration of the Plan; provided, however, that the
Board shall have no discretion with respect to the selection of directors to
receive options, the number of Shares subject to any such options, the purchase
price thereunder or the timing of grants of options under the Plan. The
determinations of the Board in the administration of the Plan, as described
herein, shall be final and conclusive. The Secretary of the Company shall be
authorized to implement the Plan in accordance with its terms and to take such
actions of a ministerial nature as shall be necessary to effectuate the intent
and purposes thereof. The validity, construction and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Delaware.
3. ELIGIBILITY
The class of individuals eligible to receive grants of options and
awards of Shares in respect of the Retainer under the Plan shall be directors
of the Company who are not associates of the Company or its affiliates
("Eligible Directors"). Any holder of an option or Shares granted hereunder
shall hereinafter be referred to as a "Participant".
4. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 7, an aggregate of 100,000
Shares shall be available for issuance under the Plan. The Shares deliverable
upon the exercise of options or in respect of the Retainer may be made
available from authorized but unissued Shares or treasury Shares. If any option
granted under the Plan shall terminate for any reason without having been
exercised, the Shares subject to, but not delivered under, such option shall be
available for issuance under the Plan.
5. GRANT, TERMS AND CONDITIONS OF OPTIONS
(a) Subject to the approval by the Company's shareholders of this
Plan, each Eligible Director on the date of such approval will be granted on
such date an option to purchase 1,000 Shares.
(b) Each Eligible Director on the first business day of a fiscal year
of the Company beginning thereafter, will be granted on such a day an option to
purchase 1,000 Shares.
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(c) The options granted will be nonstatutory stock options not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and shall have the following terms and conditions:
(i) PRICE. The purchase price per Share deliverable upon the
exercise of each option shall be 100% of the Fair Market Value per
Share on the date the option is granted. For purposes of the Plan, Fair
Market Value shall be the closing price of the Shares as reported on
the principal exchange on which the shares are listed for the date in
question, or if there were no sales on such date, the most recent prior
date on which there were sales.
(ii) PAYMENT. Options may be exercised only upon payment of
the purchase price thereof in full. Such payment shall be made in cash.
(iii) EXERCISABILITY AND TERM OF OPTIONS. Options shall
become exercisable in four equal annual installments commencing on the
first anniversary of the date of grant, provided the holder of such
Option is an Eligible Director on such anniversary, and shall be
exercisable until the earlier of ten years from the date of grant and
the expiration of the one year period provided in paragraph (iv) below.
(iv) TERMINATION OF SERVICE AS ELIGIBLE DIRECTOR. Upon
termination of a Participant's service as a director of the Company for
any reason, all outstanding options held by such Eligible Director, to
the extent then exercisable, shall be exercisable in whole or in part
for a period of one year from the date upon which the Participant
ceases to be a Director, provided that in no event shall the options be
exercisable beyond the period provided for in paragraph (iii) above.
(v) NONTRANSFERABILITY OF OPTIONS. No option may be assigned,
alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant otherwise than by will or the laws of
descent and distribution, and during the lifetime of the Participant to
whom an option is granted it may be exercised only by the Participant
or by the Participant's guardian or legal representative.
Notwithstanding the foregoing, options may be transferred pursuant to a
qualified domestic relations order.
(vi) OPTION AGREEMENT. Each option granted hereunder shall be
evidenced by an agreement with the Company which shall contain the
terms and provisions set forth herein and shall otherwise be consistent
with the provisions of the Plan.
6. GRANT OF SHARES
(a) From and after the approval of the Plan by the Company's
shareholders, 50% of the Retainer of each Eligible Director shall be paid in a
number of Shares equal to the quotient of (i) 50% of the Retainer divided by
(ii) the Fair Market Value on the Retainer Payment Date. Cash shall be paid to
an Eligible Director in lieu of a fractional Share.
(b) For purposes of this Plan "Retainer" shall mean the annual
retainer payable to an Eligible Director (as defined in Section 3) for any
fiscal quarter of the Company, the amount of which Retainer may not be changed
for purposes of this Plan more often than once every six months and "Retainer
Payment Date" shall mean the last business day of the Company's fiscal quarter.
7. ADJUSTMENT OF AND CHANGES IN SHARES
In the event of a stock split, stock dividend, extraordinary cash
dividend, subdivision or combination of the Shares or other change in corporate
structure affecting the Shares, the number of Shares authorized by the Plan
shall be increased or decreased proportionately, as the case may be, and the
number of Shares subject to any
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outstanding option shall be increased or decreased proportionately, as the case
may be, with appropriate corresponding adjustment in the purchase price per
Share thereunder.
8. NO RIGHTS OF SHAREHOLDERS
Neither a Participant nor a Participant's legal representative shall be,
or have any of the rights and privileges of, a shareholder of the Company in
respect of any Shares purchasable upon the exercise of any option, in whole or
in part, unless and until certificates for such Shares shall have been issued.
9. PLAN AMENDMENTS
The Plan may be amended by the Board as it shall deem advisable or to
conform to any change in any law or regulation applicable thereto; provided,
that the Board may not, without the authorization and approval of shareholders
of the Company; (i) increase the number of Shares which may be purchased
pursuant to options hereunder, either individually or in the aggregate, except
as permitted by Section 7, (ii) change the requirement of Section 5(b) that
option grants be priced at Fair Market Value, except as permitted by Section 7,
(iii) modify in any respect the class of individuals who constitute Eligible
Directors or (iv) materially increase the benefits accruing to Participants
hereunder. The provisions of Sections 3, 5 and/or 6 may not be amended more
often than once every six months, other than to comport with changes in the
Code, the Employee Retirement Income Security Act of 1974, as amended, or the
rules under either such statute.
10. LISTING AND REGISTRATION
Each Share shall be subject to the requirement that if at any time the
Board shall determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting
of such Shares, no such Share may be disposed of unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any condition not acceptable to the Board.
11. EFFECTIVE DATE AND DURATION OF PLAN
The Plan shall become effective on the date the Company's shareholders
approve the Plan. The Plan shall terminate the day following the tenth Annual
Shareholders Meeting at which Directors are elected succeeding such approval,
unless the Plan is extended or terminated at an earlier date by Shareholders or
is terminated by exhaustion of the Shares available for issuance hereunder.
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EXHIBIT 5
[THE LIMITED, INC. LETTERHEAD]
May 21, 1996
The Limited, Inc.
Three Limited Parkway
Columbus, Ohio 43216
Re: Securities Act of 1933 Form S-8 Registration Statement for
The Limited, Inc. Stock Plan for Non-Associate Directors
Ladies and Gentlemen:
I have acted as counsel for The Limited, Inc., a Delaware corporation (the
"Company"), in connection with the proposed issuance by the Company of up to
100,000 shares of the Company's Class A Common Stock, par value $.50 per
share (the "Common Stock"), under The Limited, Inc. Stock Plan for
Non-Associate Directors (the "Plan"), which Common Stock is being
registered pursuant to the filing of a Registration Statement on Form 8 under
the Securities Act of 1933 (the "Act").
I have examined the Certificate of Incorporation of the Company, its Bylaws,
the Plan and such other corporate records, certificates, documents and matters
of law as I have deemed necessary to render this opinion.
Based on the foregoing, I am of the opinion that the shares of Common Stock
issued or to be issued under the terms of the Plan will be duly authorized,
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 and 23.2 of the
Registration Statement. By giving such consent, I do not admit that I am an
expert with respect to any part of the Registration Statement, including this
exhibit, within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Securities and Exchange Commission issued
thereunder.
Very truly yours,
THE LIMITED, INC.
By: /s/ SAMUEL P. FRIED
--------------------------
Samuel P. Fried
General Counsel
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EXHIBIT 23.1
[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8, relating to The Limited, Inc. 1996 Stock Plan for Non-Associate
Directors, of our report dated February 26, 1996, except for paragraph 11 in
Note 1 and Note 9, as to which the date is March 18, 1996, on our audits of the
consolidated financial statements and financial statement schedule of The
Limited, Inc. as of February 3, 1996 and January 28, 1995, and for the fiscal
years ended February 3, 1996, January 28, 1995 and January 29, 1994, which
report was included in The Limited, Inc. Annual Report on Form 10-K for the
year ended February 3, 1996.
/s/ Coopers & Lybrand LLP
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
May 15, 1996
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EXHIBIT 24
POWER OF ATTORNEY FOR
OFFICERS AND DIRECTORS OF
THE LIMITED, INC.
Pursuant to the requirements of the Securities Act of 1933, the
undersigned officers and/or directors of The Limited, Inc., a Delaware
corporation (the "Company"), hereby appoint Kenneth B. Gilman as
attorney-in-fact with full power of substitution and resubstitution to sign for
the undersigned and in the name of the undersigned in any and all capacities
with respect to the registrations on Form S-8 of (i) 10,000,000 shares of
Common Stock of the Company under The Limited, Inc. 1993 Stock Option and
Performance Incentive Plan (1996 Restatement) and (ii) 100,000 shares of Common
Stock of the Company under The Limited, Inc. Stock Plan for Non-Associate
Directors (collectively, the "Registration Statements") with the Securities and
Exchange Commission ("SEC"), and to sign any and all amendments (including
post-effective amendments) thereto and any and all applications or other
documents to be filed with the SEC pertaining to the Registration Statements,
and to grant unto the attorney-in-fact and agent the full power and authority
to do and perform each and every act and thing required to be done, as fully to
all intents and purposes as the undersigned could do if personally present. The
undersigned hereby ratifies and confirms all that the attorney-in-fact and
agent or its substitutes may lawfully do or cause to be done by virtue hereof.
Signatures Title Date
- ------------------------ Chairman of the Board (principal , 1996
Leslie H. Wexner executive officer) and Director
/s/ MICHAEL WEISS Vice Chairman and Director May 20, 1996
- ------------------------
Michael A. Weiss
- ------------------------- Secretary and Director , 1996
Bella Wexner
/s/ MARTIN TRUST Director May 20, 1996
- -------------------------
Martin Trust
/s/ EUGENE M. FREEDMAN Director May 20, 1996
- -------------------------
Eugene M. Freedman
/s/ E. GORDON GEE Director May 20, 1996
- -------------------------
E. Gordon Gee
/s/ LEONARD A. SCHLESINGER Director May 20, 1996
- -------------------------
Leonard A. Schlesinger
/s/ DAVID T. KOLLAT Director May 20, 1996
- -------------------------
David T. Kollat
/s/ CLAUDINE B. MALONE Director May 20, 1996
- -------------------------
Claudine B. Malone
/s/ DONALD B. SHACKELFORD Director May 20, 1996
- -------------------------
Donald B. Shackelford
/s/ ALLEN R. TESSLER Director May 20, 1996
- -------------------------
Allen R. Tessler
/s/ RAYMOND ZIMMERMAN Director May 20, 1996
- -------------------------
Raymond Zimmerman
