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October 17, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
Pursuant to the requirements of the Securities Exchange Act of
1933, we are transmitting herewith the attached Form S-8 dated
October 17, 1995.
Sincerely,
KATHY GIES
Lands' End, Inc.
One Lands' End Lane
Dodgeville, WI 53595
As filed with the Securities and Exchange Commission on October 17, 1995.
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
LANDS' END, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2512786
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
One Lands' End Lane, Dodgeville, Wisconsin 53595
(Address of principal executive offices)
LANDS' END, INC. RETIREMENT PLAN
(Full title of the plan)
Mr. Michael J. Smith
Chief Executive Officer
Lands' End, Inc.
One Lands' End Lane
Dodgeville, Wisconsin 53595
(608) 935-9341
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Toni B. Merrick, Esq.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
Title of |Amount to be|Proposed Maximum|Proposed Maximum |Amount of
Securities to |Registered |Offering Price |Aggregate Offering|Registration
be Registered |(1)(2) |Per Share(1) |Price(1) |Fee(1)
- ----------------------------------------------------------------------------
Common Stock, | | | |
$.01 par value| | | |
per share |200,000 |$15.19 |$3,038,000 |$1,047.59
- ----------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the amount of the registration fee based upon the
average of the high and low prices reported for the shares on
the New York Stock Exchange on October 4, 1995.
(2) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an
indeterminate amount of interests in the plan to be offered or
sold pursuant to the terms described thereon.
As filed with the Securities and Exchange Commission on
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation by Reference
The following documents filed by Lands' End, Inc. (the
"Company") or Lands' End, Inc. Retirement Plan (the "Plan")
with the Securities and Exchange Commission are incorporated
herein by reference except to the extent that any statement or
information therein is modified, superseded or replaced by a
statement or information contained in any subsequently filed
document incorporated by reference.
1. Lands' End, Inc. Annual Report on Form 10-K for the
Fiscal Year ended January 27, 1995.
2. Lands' End, Inc. Quarterly Report on Form 10-Q for
the Fiscal Quarter ended July 28, 1995.
3. The description of Lands' End, Inc. Common Stock
contained in the registration statement filed by
Lands' End, Inc. on Form 8-A (File No. 1-9769) dated
November 5, 1987 and entered December 4, 1987.
4. All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as
amended, since the end of the fiscal period covered
by the Registrant document referred to in (1) above.
5. All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment
which indicates that all securities offered hereby
have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated
by reference in this Registration Statement and
shall 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.
2
Item 6. Indemnification of Officers and Directors
Section 145 of the General Corporation Law of the State
of Delaware (the "Corporation Law") permits
indemnification of directors, officers, employees and
agents of corporations under certain conditions and
subject to certain limitations. Article V of the By-Laws
of the Company provides for the indemnification of
directors and officers of the Company to the fullest
extent permitted by Section 145.
The Company's Certificate of Incorporation, pursuant to
Section 102(b)(7) of the Corporation Law, eliminates the
personal liability of directors of the Company for
breaches of fiduciary duty, except in certain
circumstances.
The Company has purchased a comprehensive directors' and
officers' liability insurance policy with a policy limit of
$20 million.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See "Index to Exhibits."
Item 9. Undertakings
1. 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 reports
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of the 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.
2. 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 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; (b) that, for the
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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; 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.
3. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "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 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 their respective
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 Act and will be governed by the final
adjudication of such issue.
4
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 filing 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 Dodgeville, State of Wisconsin, on
October 17, 1995.
LANDS' END, INC.
By: /s/ STEPHEN A. ORUM
Stephen A. Orum
Executive Vice President,
Chief Operating
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 17, 1995.
SIGNATURE CAPACITY
/s/ RICHARD C. ANDERSON Vice Chairman of the Board and Director
Richard C. Anderson
/s/ GARY C. COMER Chairman of the Board and Director
Gary C. Comer
/s/ DAVID B. HELLER Director
David B. Heller
/s/ HOWARD G. KRANE Director
Howard G. Krane
/s/ JOHN N. LATTER Director
John N. Latter
/s/ STEPHEN A. ORUM Executive Vice President, Chief
Stephen A. Orum Operating and Chief Financial Officer
(principal financial and accounting
officer)
/s/ MICHAEL J. SMITH President and Director (Chief
Michael J. Smith Executive Officer)
5
The Plan. Pursuant to the requirement of the Securities Act of 1933,
the Plan Administrator for the Plan has caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Dodgeville, State of Wisconsin, on
October 17, 1995.
Lands' End, Inc. Retirement Plan
By:/s/ STEPHEN A. ORUM
Stephen A. Orum
Executive Vice President, Chief
Operating and Chief Financial
Officer (principal financial
and accounting officer)
6
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description of Exhibit Page*
4.1 Lands' End, Inc. Retirement Plan
incorporated herein by reference
contained in Lands' End, Inc.
Annual Report on Form 10-K for the
Fiscal Year ended January 28, 1994
(file No. 1-9769).
4.2 First Amendment to the Lands' End, Inc. 8
Retirement Plan
5.1 Undertaking of Registrant 15
23.1 Consent of Arthur Andersen LLP 16
7
EXHIBIT 4.2
FIRST AMENDMENT
TO THE
LANDS' END, INC. RETIREMENT PLAN
WHEREAS, Lands' End, Inc. (the "Company") has established
and maintains a profit sharing plan for the benefit of employees of
the Company entitled the "Lands' End, Inc. Retirement Plan" (the
"Plan"); and
WHEREAS, the Company desires to amend the Plan in certain
respects in order to provide additional investment alternatives
under the Plan;
NOW, THEREFORE, in accordance with the power of amendment
contained in Section 12.1 of the Plan, the Plan is hereby amended
as follows:
1. Section 1.1 of the Plan is hereby amended by adding
the following new sentence at the end thereof:
The plan was subsequently amended effective as of October 1,
1995, to allow certain participants to invest participant
elective contributions, employer matching contributions, and
profit sharing contributions in a fund primarily invested in
common stock of the company.
2. Section 3.5 of the Plan is hereby amended by adding
the following new sentence at the end thereof:
Notwithstanding the foregoing, for any distribution received
by an employee on and after January 1, 1993, a "qualifying
rollover contribution" means the contribution to the plan by
an employee of a portion or all of an "eligible rollover
distribution" as such term is defined in Section 402(f)(2)(A)
of the Code or as referred to in Section 401(a)(31)(C) of the
Code.
8
3. Section 3.7 of the Plan is hereby amended in its
entirety to provide as follows:
For purposes of the plan, a participant with respect to whom
a qualifying rollover contribution or a transfer of benefits
is made in accordance with section 3.5 or 3.6, respectively,
shall not be eligible (i) to make elective contributions or
to have employer contributions made on his behalf before
becoming a participant for all purposes of the plan in
accordance with section 2.1, or (ii) to invest any portion of
such qualifying rollover contribution or transfer of benefits
in the Lands' End, Inc. Stock Fund as described in section
5.4.
4. Section 5.4 of the Plan is hereby amended by: (i)
redesignating subparagraphs (a), (b), and (c) thereof as,
respectively, subparagraphs (b), (c), and (d) thereof; (ii)
replacing the words "effective date" in the last sentence of the
first full paragraph thereof with the date "October 1, 1995"; (iii)
adding the following new subparagraph (a) thereto to provide as
follows:
(a) The "American Express U.S. Government Securities Fund II"
which shall be invested and reinvested in U.S. government and
government agency securities and shall seek to provide maximum
current income consistent with liquidity and conservation of
capital.
and (iv) by adding the following new paragraph immediately
following subparagraph (d) thereof to provide as follows:
It is contemplated that, effective beginning with investment
elections as of October 1, 1995, there will be established a
"Lands' End, Inc. Stock Fund" which normally shall be invested
and reinvested primarily in shares of common stock of the
company ("company shares") which constitute "qualifying
employer securities" under Section 407(d)(5) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
9
5. Article 5 of the Plan is hereby amended by
redesignating Sections 5.5 through 5.10 thereof as Sections 5.6
through 5.11 thereof, respectively, and by adding the following new
Section 5.5 thereof to provide as follows:
5.5 Investments in Company Shares. Effective beginning
with investment elections as of October 1, 1995, (or, if the
Lands' End, Inc. Stock Fund has not then been established,
effective beginning with investment elections as of the first
January 1 or April 1 thereafter as of which the Lands' End,
Inc. Stock Fund has been established) and subject to the
provisions of section 5.6, participants may elect to have a
portion of their elective contribution account and employer
contribution account invested by the trustee in the Lands'
End, Inc. Stock Fund. For this purpose it is intended that
the plan be considered an "eligible individual account plan"
which explicitly provides for the acquisition and holding of
"qualifying employer securities" (as such term is defined in
Sections 407(d)(3) and 407(d)(5) of ERISA) and that the
trustee may invest up to one hundred percent of the trust fund
held by it in company shares, to the extent elected by
participants. Company shares may be acquired by the trustee
through purchases on the open market, private purchases,
purchases from the employers (including purchases from the
company of treasury shares or authorized but unissued shares),
or otherwise. Except with respect to company shares purchased
on the open market, no purchase of company shares shall be
made at a price in excess of the closing price on the New York
Stock Exchange for company shares on the business day on which
company shares were last traded next preceding the date of
purchase. Pending investment in company shares, the
participant elective contributions, employer matching
contributions and profit sharing contributions invested in the
Lands' End, Inc. Stock Fund pursuant to participant investment
elections may be invested in cash.
6. Section 5.6 of the Plan (as redesignated from
Section 5.5 pursuant to paragraph 5 above) is hereby amended by
adding the following new paragraph at the end thereof:
Notwithstanding the foregoing, no participant may elect to
transfer any amount of his account balances invested in any of
the funds designated in subparagraphs (a) through (d) of
section 5.4 from any such fund to the Lands' End, Inc. Stock
Fund, and no more than fifteen percent of the future
contributions made on behalf of any participant may be
invested in the Lands' End, Inc. Stock Fund. Notwithstanding
any other provision of the plan to the contrary, no "officer"
of the company (as defined in Section 142 of the Delaware
General Corporation Law) and no other individual who is
10
considered an "insider" for purposes of Section 16(b) of the
Securities Exchange Act of 1934 shall be permitted to invest
any portion of their accounts in the Lands' End, Inc. Stock
Fund.
7. Section 5.9 of the Plan (as redesignated from
Section 5.8 pursuant to paragraph 5 above) is hereby amended by
replacing the final sentence thereof in its entirety with the
following:
The "adjusted net worth" of the trust fund or an investment
fund as of any date means the net worth of the trust fund or
the investment fund as determined by the trustee or the
investment manager or insurance company with custody of that
investment fund in accordance with the provisions of the
applicable agreement with the trustee or the investment
manager or insurance company.
8. Article 5 of the Plan is hereby amended by adding
the following new Section 5.12 thereto to provide as follows:
5.12 Allocation of Company Shares. As of each accounting
date, all company shares then held under the Lands' End, Inc.
Stock Fund shall be considered as purchased for the accounts
of participants who have elected to invest in the Lands' End,
Inc. Stock Fund to the extent their respective accounts can be
charged therefore on the basis of the established unit value
of the Lands' End, Inc. Stock Fund as determined by the
investment manager of the Lands' End, Inc. Stock Fund. The
interest of a participant who has elected to invest in the
Lands' End, Inc. Stock Fund at any time shall be an amount
equal to the then value of a unit in the Lands' End, Inc.
Stock Fund, and multiplied by the number of units then
credited to such participants.
9. Article 5 of the Plan is hereby amended by adding
the following new Section 5.13 thereto to provide as follows:
5.13 Additional Accounting Rules. The following
additional accounting rule applies to participants who have elected
to invest in the Lands' End, Inc. Stock Fund and have had company
shares credited to their accounts:
If rights or warrants are issued with respect to any
company shares held by the trustee, such rights or
warrants shall be sold by the trustee and the proceeds
thereof shall be appropriately reflected in participants'
accounts in accordance with rules established by the plan
administrator and uniformly applied.
11
10. Article 5 of the Plan is hereby amended by adding
the following new Section 5.14 thereto to provide as follows:
5.14 Voting of Company Shares. The trustee shall
furnish to each participant who has company shares
credited to his accounts notice of the date and purpose
of each meeting of the stockholders of the company at
which such company shares are entitled to be voted. The
trustee shall request from each such participant
instructions as to the voting at that meeting of company
shares credited to his accounts. If the participant
furnishes such instructions to the trustee within the
time specified in the notification given to him, the
trustee shall vote such company shares in accordance with
the participant's instructions, except as may otherwise
be required by ERISA. Such instructions shall be held in
confidence and shall not be divulged or released to any
person including any officer or any other employee of the
company. All company shares credited to accounts as to
which the trustee does not receive voting instructions as
specified above, and all unallocated company shares held
by the trustee, shall be voted by the trustee
proportionately in the same manner as the trustee votes
company shares to which the trustee has received voting
instructions as specified above, except as may otherwise
be required by ERISA. Similarly, the trustee shall
furnish to each participant who has company shares
credited to his accounts notice of any tender offer for,
or a request or invitation for tenders of, company shares
made to the trustee. The trustee shall request from each
such participant instructions as to the tendering of
company shares credited to his accounts and for this
purpose the trustee shall provide participants with a
reasonable period of time in which they may consider any
such tender offer for or request or invitation for
tenders of company shares made to the trustee. Such
instructions shall be held in confidence and shall not be
divulged or released to any person including any officer
or any other employee of the company. The trustee shall
tender the company shares as to which the trustee has
received instructions to tender from participants within
the time specified by the trustee, except as may
otherwise be required by ERISA. Company shares credited
to accounts as to which the trustee has not received
instructions from participants shall not be tendered,
unless otherwise required by ERISA. As to all
unallocated company shares held by the trustee, the
trustee shall tender the same proportion thereof as the
number of allocated shares to be tendered bears to the
total number of allocated shares (and accordingly with
the number of unallocated company shares not being
tendered being the same proportion thereof that the
number of allocated company shares which are not being
tendered bears to the total number of allocated company
12
shares), except as may otherwise be required by ERISA.
In carrying out the trustee's responsibilities hereunder
the trustee may rely on information furnished by the plan
administrator, including the names and current addresses
of participants, the number of company shares credited to
their accounts, and the number of shares held by the
trustee that have not been allocated.
11. Article 6 of the Plan is hereby amended by modifying
the second sentence of Section 6.2 thereof to read as follows:
Payment shall be made in cash; provided, that amounts payable
from the Lands' End, Inc. Stock Fund may be paid in cash or
company shares, at the participant's discretion, provided
further that any fractional amount of company shares allocated
to a participant's accounts shall be paid in cash. Payments
from the Lands' End, Inc. Stock Fund that are made in cash
instead of company shares shall have a value equal to the
proceeds obtained by the trustee for the company shares sold
to make such distribution.
13
IN WITNESS WHEREOF, the Company has caused this amendment
to be signed on its behalf by its duly authorized representative
this 17th day of October, 1995.
LANDS' END, INC.
By: /s/ STEPHEN A. ORUM
Stephen A. Orum
Executive Vice President, Chief
Operating and Chief Financial
Officer (principal financial and
accounting officer)
14
EXHIBIT 5.1
Undertaking of Registrant. The Registrant hereby undertakes that
it will submit or has submitted the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS
in order to qualify the plan.
15
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated March 3, 1995, included (or incorporated by
reference) in the Lands' End, Inc Form 10-K for the fiscal year
ended January 27, 1995, and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
October 11, 1995
16