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Share Name | Share Symbol | Market | Type |
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Tapestry Inc | NYSE:TPR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 41.79 | 0 | 10:16:25 |
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Maryland
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52-2242751
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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(Do not check if a smaller reporting company)
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Smaller reporting company ☐
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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(2)
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Proposed maximum
aggregate
offering price(2)
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Amount of
registration
fee
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Common Stock,
$0.01 par value
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23,998,639
Shares
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$
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42.10
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$
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1,010,342,701.90
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$
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122,453.54
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(1)
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Includes an indeterminate number of additional shares that may be issued to adjust the number of shares issued pursuant to the plan described herein as the result of any future stock split, stock dividend or similar adjustment of Registrant’s outstanding Common Stock.
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(2)
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Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low price of the Registrant's Common Stock on November 6, 2018 as reported on the New York Stock Exchange.
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(a)
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The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 (the “2018 Form 10-K”), filed with the Securities and Exchange Commission (the “Commission”) on August 16, 2018;
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(b)
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The Company’s Quarterly Reports on Form 10-Q for the quarters ended September 29, 2018, filed with the Commission on November 8, 2018;
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(c)
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The Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on July 10, 2018, July 16, 2018, July 20, 2018, August 10, 2018, August 10, 2018, August 14, 2018
(other than such information therein that is deemed to have been furnished rather than filed in accordance with SEC rules)
, September 28, 2018, October 30, 2018
(other than such information therein that is deemed to have been furnished rather than filed in accordance with SEC rules)
, November 6, 2018, November 8, 2018 and November 8, 2018, respectively;
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(d)
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The portions of the Company’s Definitive Proxy Statement on Schedule 14A (filed with the Commission on September 28, 2018) which were incorporated by reference into the Company’s 2018 Form 10-K; and
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(e)
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The description of the Common Stock contained in the Company’s registration statement on Form 8-A filed with the Commission on September 27, 2000, and any amendment or report filed for the purpose of updating such description; and
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(f)
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All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, before filing a post-effective amendment to this Registration Statement that indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares the remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein 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 document, which is, or is deemed to be, incorporated by reference, herein 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.
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Exhibit No. |
Exhibit
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3.1 |
Amended and Restated Bylaws of Tapestry, Inc., dated October 31, 2017, which is incorporated herein by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 31, 2017
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3.2 |
Articles of Incorporation, dated June 1, 2000, incorporated by reference to the S-1 filed on June 16, 2000
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3.3 |
Articles Supplementary of Coach, Inc., dated May 3, 2001, which is incorporated herein by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 9, 2001
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3.4 |
Articles of Amendment of Coach, Inc., dated May 3, 2001, which is incorporated herein by reference from Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on May 9, 2001
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3.5 |
Articles of Amendment to Charter of Tapestry, Inc., effective as of October 31, 2017, which is incorporated by reference from Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on October 31, 2017
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3.6 |
Specimen Certificate for Common Stock of Tapestry, Inc., which is incorporated herein by reference from Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on August 16, 2018
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4.1 |
Indenture, dated as of March 2, 2015, between Coach, Inc. and U.S. Bank National Association, as trustee, which is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 2, 2015
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4.2 |
First Supplemental Indenture, dated as of March 2, 2015, relating to the 4.250% senior unsecured notes due 2025, between Coach, Inc. and U.S. Bank National Association, as trustee, which is incorporated herein by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 2, 2015
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4.3 |
Form of 4.250% senior unsecured notes due 2025 (included in the First Supplemental Indenture), which is incorporated herein by reference from Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on March 2, 2015
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4.4 |
Second Supplemental Indenture, dated as of June 20, 2017, relating to the 3.000% senior unsecured notes due 2022, between Coach, Inc. and U.S. Bank National Association, as trustee, which is incorporated by reference from Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on June 20, 2017
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4.5 |
Third Supplemental Indenture, dated as of June 20, 2017, relating to the 4.125% senior unsecured notes due 2027, between Coach, Inc. and U.S. Bank National Association, as trustee, which is incorporated by reference from Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on June 20, 2017
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4.6 |
Form of 3.000% senior unsecured notes due 2022 (included in the Second Supplemental Indenture), which is incorporated by reference from Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed on June 20, 2017
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4.7 |
Form of 4.125% senior unsecured notes due 2027 (included in the Third Supplemental Indenture), which is incorporated by reference from Exhibit 4.4 to the Registrant's Current Report on Form 8-K, filed on June 20, 2017
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5.1* |
Opinion of Venable LLP regarding legality of securities being registered
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23.1* |
Consent of Venable LLP (included as part of Exhibit 5.1 hereto)
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23.2* |
Consent of Deloitte & Touche LLP
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24.1* |
Powers of Attorney
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99.1 |
Tapestry, Inc. 2018 Stock Incentive Plan (incorporated by reference to Appendix A in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 28, 2018)
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TAPESTRY, INC. | |||
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By:
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/s/ Victor Luis | |
Name: Victor Luis | |||
Title: Chief Executive Officer and Director | |||
Name | Title | Date | |
/s/ Victor Luis
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Chief Executive Officer and Director (Principal Executive Officer)
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November 8, 2018
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Victor Luis | |||
/s/ Kevin Wills
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Chief Financial Officer (Principal Financial Officer)
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November 8, 2018
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Kevin Wills | |||
/s/ Brian Satenstein
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Controller (Principal Accounting Officer)
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November 8, 2018
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Brian Satenstein | |||
*
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Chairman & Director
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November 8, 2018
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Jide Zeitlin | |||
* |
Director
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November 8, 2018
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Darrell Cavens
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*
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Director
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November 8, 2018
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David Denton | |||
* | Director | November 8, 2018 | |
Anne Gates
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* | Director | November 8, 2018 | |
Andrea Guerra | |||
*
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Director
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November 8, 2018
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Susan Kropf | |||
*
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Director
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November 8, 2018
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Annabelle Yu Long | |||
*
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Director
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November 8, 2018
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Ivan Menezes |
*By:
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/s/ Victor Luis
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Victor Luis
Attorney-in-Fact
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Exhibit No. |
Exhibit
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1 Year Tapestry Chart |
1 Month Tapestry Chart |
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