SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tiffany & Co.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3228013
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
727 Fifth Avenue
New York, New York 10022
(Address, including zip code, of Registrant's principal executive offices)
1998 Employee Incentive Plan
(Full title of the Plan)
Patrick B. Dorsey, Esq.
Senior Vice President - General Counsel
Tiffany & Co.
727 Fifth Avenue
New York, New York 10022
(Name and Address of Agent for Service)
(212) 755-8000
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
=========================== ======================== ========================= ======================== =========================
Proposed Proposed Amount of
Title of Securities Amount to be Maximum Offering Maximum Aggregate Registration
to be Registered Registered (1)(3) Price Per Share (2) Offering Price (2) Fee
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
Common Stock 4,000,000 $43.4550 $173,820,000.00 $14,062.04
=========================== ======================== ========================= ======================== =========================
(1) This number represents an increase in the number of shares authorized under
the 1998 Employee Incentive Plan. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the 1998
Employee Incentive Plan.
(2) Estimated in accordance with Rule 457 (c) solely for the purpose of
determining the registration fee, computed on the basis of the average of the
high and low sales price for the Registrant's Common Stock reported on
the New York Exchange on December 15, 2003, a date within five days prior to the
date of filing of this Registration Statement.
(3) This registration statement also registers any additional shares of Common
Stock which become issuable by reason of any stock dividend, stock split,
split-up, reclassification and/or other similar event effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES
This Registration is being filed to register an additional 4,000,000
shares of Common Stock, par value $.01 per share (the "Common Stock") of Tiffany
& Co. (the "Registrant") as a result of an increase in the number of shares of
Common Stock issuable under the Registrant's 1998 Employee Incentive Plan, as
amended (the "Plan"). We previously filed Registration Statements on Form S-8
with the Securities and Exchange Commission (SEC File Nos. 333-67723, 333-85201,
and 333-43978) on November 23, 1998, August 13, 1999 and August 17, 2000,
respectively, in connection with the Plan. Accordingly, the contents of our
previously filed Form S-8s, including any subsequently filed periodic reports,
are hereby incorporated by reference. This incorporation by reference is made
pursuant to General Instruction E on Form S-8 regarding the registration of
additional securities of the same class as other securities for which there has
been filed a Registration Statement on Form S-8 relating to the same employee
benefit plan.
Item 3. Incorporation of Certain Documents by Reference
The following document filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "1933 Act"), and pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act"), is incorporated by reference herein pursuant
to Instruction E of Form S-8, and shall be deemed to be a part hereof: the
Registrant's Annual Report on Form 10-K filed with the Commission for the fiscal
year ended January 31, 2003 .
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a post-effective amendment to this registration Statement which
indicates that all securities offered by this Registration Statement have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement.
Item 5. Interests of Named Experts and Counsel
The legality of the shares of Common Stock being offered hereby has been
passed upon by Patrick B. Dorsey, Senior Vice President, General Counsel and
Secretary of the Registrant. As of the date of this Registration Statement, Mr.
Dorsey owned 11,200 shares of Common Stock and options to purchase up to 319,000
additional shares, of which options to acquire 208,750 shares are presently
exercisable.
Item 8. Exhibits
See Index to Exhibits on page 7.
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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
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 New York and State of New York, on the 20th day of
November 2003.
TIFFANY & CO.
(Registrant)
By: /s/ Michael J. Kowalski
---------------------------------
Michael J. Kowalski
(Chief Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints MICHAEL J. KOWALSKI, JAMES N. FERNANDEZ and PATRICK B.
DORSEY his true and lawful attorneys-in-fact and agents, each acting alone, with
full powers of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign this Registration Statement and
any or all amendments to the Registration Statement, including pre-effective and
post-effective amendments, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do, and hereby ratifies and confirms all his said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Michael J. Kowalski
_________________________________ Chairman of the Board and November 20, 2003
Michael J. Kowalski Chief Executive Officer
(principal executive officer)
(director)
/s/ James N. Fernandez
_________________________________ Executive Vice President and November 20, 2003
James N. Fernandez Chief Financial Officer
(principal financial officer)
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/s/ Warren S. Feld
_________________________________ Vice President - Controller November 20, 2003
Warren S. Feld (principal accounting officer)
/s/ William R. Chaney
_________________________________ Director November 20, 2003
William R. Chaney
/s/ Rose Marie Bravo
_________________________________ Director November 20, 2003
Rose Marie Bravo
/s/ Samuel L Hayes, III
_________________________________ Director November 20, 2003
Samuel L Hayes, III
/s/ Charles K. Marquis
_________________________________ Director November 20, 2003
Charles K. Marquis
/s/ J. Thomas Presby
_________________________________ Director November 20, 2003
J. Thomas Presby
/s/ James E. Quinn
_________________________________ President November 20, 2003
James E. Quinn (director)
/s/ William A. Shutzer
_________________________________ Director November 20, 2003
William A. Shutzer
/s/ Abby F. Kohnstamm
_________________________________ Director November 20, 2003
Abby F. Kohnstamm
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EXHIBIT INDEX
Each exhibit is listed according to the number assigned to it in the Exhibit
Table of Item 601 of Regulation S-K. The exhibit numbers preceded by an asterisk
(*) indicate exhibits physically filed with this Registration Statement. All
other exhibit numbers indicate exhibits filed by incorporation by reference
herein.
Exhibit Number Description Page
-------------- ----------- ----
*5.1 Opinion of counsel, including consent 7-8
*23.1 Consent of Independent Accountants 9
*23.2 Consent of counsel (included in Exhibit 5.1)
*24.1 Power of Attorney (included at page 3)
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