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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Chicos FAS Inc | NYSE:CHS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.59 | 0 | 01:00:00 |
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Chico’s FAS, Inc.
(Exact name of registrant as specified in charter)
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Florida
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59-2389435
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(State or other jurisdiction
of incorporation or organization)
11215 Metro Parkway
Fort Myers, Florida
(Address of Principal Executive Offices)
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(I.R.S. Employer
Identification No.)
33966
(Zip Code)
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Shelley G. Broader
Chief Executive Officer and President
Chico’s FAS, Inc.
11215 Metro Parkway
Fort Myers, Florida 33966
(239) 277-6200
(Name, address and telephone number,
including area code, of agent for service)
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Copies To:
Susan S. Lanigan
Executive Vice President - General Counsel
Chico’s FAS, Inc.
11215 Metro Parkway
Fort Myers, Florida 33966
(239) 277-6200
and
Susan S. Ancarrow, Esq.
Troutman Sanders LLP
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1200
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
(do not check if a smaller reporting company)
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Title Of Securities
To Be Registered
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Amount
To Be
Registered (1)
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Proposed
Maximum
Offering Price
per Share (3)
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Proposed
Maximum
Aggregate
Offering Price (3)
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Amount Of
Registration Fee
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Common Stock, par value $0.01 per share
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5,000,000 (2)
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$7.87
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$39,350,000
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$4,560.67
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(1)
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The amount being registered includes an indeterminate number of shares of common stock, par value $0.01 per share (“Common Stock”) of Chico’s FAS, Inc. (the “Registrant”), which may be offered and issued to prevent dilution from adjustments as a result of stock splits, stock dividends, combinations of shares, spin-offs, recapitalizations, mergers and other capital adjustments, in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
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(2)
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Represents 5,000,000 shares of Common Stock reserved for future issuance under the Chico’s FAS, Inc. Amended and Restated 2012 Omnibus Stock and Incentive Plan (formerly known as the Chico’s FAS, Inc. 2012 Omnibus Stock and Incentive Plan) (the “Plan”), as approved by shareholders of the Registrant on June 22, 2017. The Registrant previously registered 10,500,000 shares of Common Stock for issuance under the Plan on the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 1, 2012 (File No. 333-182993).
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(3)
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Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the amount of the registration fee and are based on the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on August 24, 2017, or $7.87 (rounded up to the nearest cent). Pursuant to General Instruction E of Form S-8, the registration fee is calculated with respect to the additional securities registered on this Registration Statement only.
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1.
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2017 filed with the Commission on March 7, 2017.
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2.
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All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 10-K referenced above.
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3.
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The description of the Registrant’s Common Stock contained on page 47 of the Registrant’s Prospectus dated November 16, 1993, as filed with the Commission under Rule 424(b) of the Securities Act, which was a part of the Registrant’s Registration Statement on Form S-1 (Registration Statement No. 33-70620), as amended and which was incorporated by reference in the Registrant’s Registration Statement on Form 8-A as filed with the Commission under the Exchange Act on April 6, 2001 (Registration Statement No. 0-21258).
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i.
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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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 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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CHICO’S FAS, INC.
(Registrant)
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August 31, 2017
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By: /s/ Shelley G. Broader
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Shelley G. Broader
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Chief Executive Officer, President and Director
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Signature
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Capacity
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Date
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/s/ Shelley G. Broader
Shelley G. Broader
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Chief Executive Officer, President and Director (Principal Executive Officer)
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8/30/2017
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/s/ Todd E. Vogensen
Todd E. Vogensen
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Executive Vice President, Chief Financial Officer and Assistant Corporate Secretary
(Principal Financial Officer)
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8/30/2017
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/s/ David M. Oliver
David M. Oliver
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Group Vice President - Finance, Controller and Chief Accounting Officer
(Controller and Principal Accounting Officer)
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8/30/2017
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/s/ David F. Walker
David F. Walker
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Chairman of the Board
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8/28/2017
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Bonnie R. Brooks
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Director
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/s/ Janice L. Fields
Janice L. Fields
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Director
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8/28/2017
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Deborah L. Kerr
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Director
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/s/ John J. Mahoney
John J. Mahoney
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Director
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8/28/2017
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/s/ William S. Simon
William S. Simon
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Director
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8/30/2017
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Signature
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Capacity
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Date
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/s/ Stephen E. Watson
Stephen E. Watson
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Director
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8/28/2017
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/s/ Andrea M. Weiss
Andrea M. Weiss
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Director
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8/28/2017
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Exhibit
No.
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Description of Exhibits
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4.1
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4.2
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4.3
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5.1
ǂ
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23.1
ǂ
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23.2
ǂ
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24.1
ǂ
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99.1
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ǂ
Filed herewith.
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1 Year Chicos FAS Chart |
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