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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Abercrombie and Fitch Co | NYSE:ANF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-2.56 | -1.77% | 141.88 | 145.8061 | 141.40 | 144.08 | 1,291,881 | 00:57:41 |
(1)
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In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also covers an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance and delivery pursuant to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates (as amended, the “Plan”) in accordance with the anti-dilution provisions of the Plan as the result of a stock split, reverse stock split, stock dividend, recapitalization or other similar transaction or adjustment affecting the Class A Common Stock of Abercrombie & Fitch Co. (the “Registrant”) as specified in such anti-dilution provisions.
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(2)
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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 September 6, 2019.
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Page
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Part I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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1
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Part II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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1
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Item 3. Incorporation of Documents by Reference
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1
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Item 4. Description of Securities
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2
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Item 5. Interests of Named Experts and Counsel
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2
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Item 6. Indemnification of Directors and Officers
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2
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Item 7. Exemption from Registration Claimed
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4
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Item 8. Exhibits
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5
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Item 9. Undertakings
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5
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INDEX TO EXHIBITS
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6
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SIGNATURES
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7
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(i)
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the Annual Report on Form 10-K of the Registrant for the fiscal year ended February 2, 2019, filed with the Commission on April 1, 2019;
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(ii)
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the Quarterly Report on Form 10-Q of the Registrant for the quarterly period ended May 4, 2019, filed with the Commission on June 12, 2019;
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(iii)
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the Quarterly Report on Form 10‑Q of the Registrant for the quarterly period ended August 3, 2019, filed with the Commission on September 11, 2019;
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(iv)
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the Current Reports on Form 8-K (excluding any information furnished under Item 2.02 or Item 7.01 thereof) of the Registrant filed with the Commission on February 25, 2019; May 14, 2019; May 23, 2019; May 30, 2019; June 13, 2019; June 18, 2019; August 8, 2019; and August 26, 2019; and the Current Reports on Form 8‑K/A of the Registrant filed with the Commission on February 25, 2019 (amending the Current Report on Form 8‑K of the Registrant filed with the Commission on January 23, 2019) and on August 26, 2019 (amending the Current Report on Form 8-K of the Registrant filed with the Commission on August 8, 2019);
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(v)
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the definitive proxy statement for the Registrant’s 2019 Annual Meeting of Stockholders filed by the Registrant with the Commission on April 29, 2019; and
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(vi)
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the description of the Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of the Registrant contained in “Item 5. Other Information” of Part II of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 3, 2002, filed with the Commission on September 16, 2002, as amended by the description of the Class A Common Stock contained in “Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” of the Current Report on Form 8-K filed by the Registrant with the Commission on June 16, 2009, in “Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” of the Current Report on Form 8-K filed by the Registrant with the Commission on June 17, 2011, in “Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” of the Current Report on Form 8‑K filed by the Registrant with the Commission on November 21, 2011, in “Item 1.01. Entry into a Material Definitive Agreement” of the Current Report on Form 8‑K filed by the Registrant with the Commission on January 28, 2014 and in “Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” of the Current Report on Form 8-K filed by the Registrant with the Commission on February 27, 2018, together with any subsequent amendments or reports filed for the purpose of updating such description.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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;
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(iii)
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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;
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, 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.
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(3)
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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.
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(b)
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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 employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 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
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4.1
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4.2
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5.1
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10.1
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23.1
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23.2
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24.1
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*
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Filed herewith.
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ABERCROMBIE & FITCH CO.
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By:
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/s/ Scott Lipesky
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Scott Lipesky
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer, Principal Accounting Officer and Authorized Officer)
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Signature
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Title
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/s/ Terry L. Burman*
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Non-Executive Chairman of the Board and Director
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Terry L. Burman
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/s/ Fran Horowitz*
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Chief Executive Officer and Director (Principal Executive Officer)
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Fran Horowitz
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/s/ Kerrii B. Anderson*
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Director
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Kerrii B. Anderson
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/s/ James B. Bachmann*
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Director
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James B. Bachmann
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/s/ Felix J. Carbullido*
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Director
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Felix J. Carbullido
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/s/ Sarah M. Gallagher*
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Director
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Sarah M. Gallagher
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/s/ Michael E. Greenlees*
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Director
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Michael E. Greenlees
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/s/ Archie M. Griffin*
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Director
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Archie M. Griffin
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/s/ Scott Lipesky
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
Scott Lipesky
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/s/ Helen E. McCluskey*
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Director
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Helen E. McCluskey
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/s/ Charles R. Perrin*
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Director
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Charles R. Perrin
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/s/ Nigel Travis*
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Director
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Nigel Travis
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*
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The undersigned, by signing his name hereto, does hereby sign this Registration Statement on Form S-8 on behalf of each of the above-named directors of the Registrant pursuant to powers of attorney executed by such directors, which powers of attorney are filed with this Registration Statement on Form S-8 as Exhibit 24.1, in the capacities indicated and on September 11, 2019.
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By:
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/s/ Scott Lipesky
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Scott Lipesky
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Attorney-in-Fact
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1 Year Abercrombie and Fitch Chart |
1 Month Abercrombie and Fitch Chart |
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