Abercrombie & Fitch Co. 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 2005
ABERCROMBIE & FITCH CO.
(Exact name of registrant as specified in its charter)
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Delaware
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001-12107
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31-1469076 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
6301 Fitch Path, New Albany, Ohio 43054
(Address of principal executive offices) (Zip Code)
(614) 283-6500
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Non-Employee Director Compensation
After consultation with its compensation consultant regarding the changing roles of directors
and current best practices in director compensation, the Compensation Committee of the Board of
Directors (the Board) of Abercrombie & Fitch Co. (the Registrant) recommended for approval by
the Board the adoption of a new compensation structure for the non-employee members of the Board.
At the Board meeting held on August 15, 2005, the Board approved the following changes, effective
August 1:
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Elimination of Board meeting fees in favor of an increased annual retainer of
$55,000 (to be paid quarterly in arrears) for each director |
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Elimination of committee meeting fees in favor of an increased annual retainer (to
be paid quarterly in arrears) for each committee Chair and member of $25,000 and
$12,500, respectively, other than (1) the Chair and members of the Audit Committee who
will each receive $40,000 and $25,000, respectively, and (2) the members of the
Executive Committee who will each receive $7,500 |
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Elimination of semi-annual stock option awards and annual awards of restricted stock
units (each of which represents the right to receive one share of Company stock upon
vesting) with a fixed dollar value on the date of grant in favor of an increased annual
award of restricted stock units with a fixed number of underlying shares (3,000 shares,
subject to adjustment as set forth below) |
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Restricted stock units will be granted annually at the annual meeting of shareholders
pursuant to the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan (the Plan) |
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The maximum value on the date of grant will be $300,000 (i.e.,
should the stock price on the grant date exceed $100 per share, number of
restricted stock units granted will be automatically scaled back to provide a
grant date value of $300,000) |
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The minimum value on the date of grant will be $120,000 (i.e.,
should the stock price on the grant date be lower than $40 per share, the
number of restricted stock units granted will be automatically increased to
provide a minimum grant date value of $120,000) |
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Restricted stock units will vest on the later of (i) the first
anniversary of the grant date or (ii) the first open window trading date
following the first anniversary of the grant date, subject to earlier vesting in the event of the
directors death or total disability and upon a change of control of the
Registrant |
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There will be a one-time transition grant made to each director of 2,394 restricted
stock units under the Plan in light of the change in compensation
structure, no future stock option grants will be made and the next restricted stock
unit award to directors will be granted at the 2006 annual meeting |
For additional information about the Plan
and the restricted stock unit awards to be made to non-employee directors, please refer to the Plan
(which was attached as Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed
June 17, 2005), and the form of award agreement which is attached as Exhibit 99.6 to this
Current Report on Form 8-K and which is incorporated herin by reference.
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2005 LTIP Employee Award Agreements
At its meeting on August 15, 2005, the Compensation Committee of the Board also approved forms
of an award agreement for the grant of nonstatutory stock options (Option Agreement) and
restricted stock units (RSU Agreement and collectively, the Agreements) to employees under the
Plan.
Each of the Option Agreement and RSU Agreement provide for vesting over a period of employment
(typically, four years in the case of the Option Agreement and three years in the case of the RSU
Agreement), with accelerated vesting in the case of death and disability and, in certain
circumstances, change of control of the Registrant. The Agreements also provide for forfeiture of
unvested awards in the case of certain terminations of employment and of unvested and vested awards
in the case of breach of certain covenants.
For additional information about the Plan and the Agreements, please refer to the Plan (which
was attached as Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed June 17, 2005),
and the forms of Agreements which are attached as Exhibit 99.4 and 99.5 to this Current Report on
Form 8-K and which are incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On August 16, 2005, the Registrant issued a news release (the Release) reporting the
Registrants unaudited financial results for the thirteen weeks (quarterly period) ended July 30,
2005. A copy of the Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
In addition, the Registrants management conducted a conference call on August 16, 2005 at
approximately 4:30 p.m., Eastern Time, to review the aforementioned financial results. An audio
replay of the conference call will be available through September 29, 2005. To listen to the
replay, dial (888) 203-1112 or internationally at (719) 457-0820 followed by the conference ID
number 9675046. An audio replay of the conference call will also be available at
www.abercrombie.com. A copy of the conference call transcript is furnished as Exhibit 99.2 to this
Current Report on Form 8-K and incorporated herein by reference. The Registrant also made available
in conjunction with its August 16, 2005 conference call additional quarterly financial information
as of and for the quarterly period ended July 30, 2005 and as of and for the quarterly periods
during the fiscal years ended January 29, 2005, January 31, 2004 and February 1, 2003. This
additional quarterly financial information is furnished as Exhibit 99.3 to this Current Report on
Form 8-K and incorporated herein by reference.
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Item 7.01. Regulation FD Disclosure.
The Registrants management conducted a conference call on August 16, 2005, at approximately
4:30 p.m., Eastern Time, to review the Registrants results for the thirteen weeks ended July 30,
2005. Additionally, the Registrants management addressed plans for the remainder of the fiscal
year ending January 28, 2006 on the conference call. A copy of the transcript of the conference
call is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 8.01. Other Events
In the Release, the Registrant also announced that its Board had authorized the extension of
the Registrants stock repurchase program announced on November 9, 2004 (the Current Stock
Repurchase Program). Under the extension of the Current Stock Repurchase Program, the Registrant
is authorized to repurchase up to 6,000,000 shares of the Registrants Class A Common Stock, in
addition to the 973,500 shares of Class A Common Stock which remained available for repurchase
under the Current Stock Repurchase Program as of August 15, 2005.
In the Release, the Registrant also announced that its Board had increased and declared a
quarterly dividend of $0.175 per share in respect of the Registrants Class A Common Stock. The
dividend was declared on August 15, 2005 and is payable on September 20, 2005 to stockholders of
record on August 30, 2005.
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Item 9.01. Financial Statements and Exhibits.
(a) and (b) Not applicable.
(c) Exhibits:
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Exhibit No. |
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Description |
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99.1 |
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News Release issued by Abercrombie & Fitch
Co. on August 16, 2005 (the portions of which dealing with the matters disclosed in Item 8.01
only are intended to be deemed filed under the Securities Exchange
Act of 1934 and incorporated by reference in any registration
statement or other document filed under such Act or the Securities
Act of 1933) |
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99.2 |
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Transcript of conference call held by
management of Abercrombie & Fitch Co. on
August 16, 2005 |
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99.3 |
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Additional Quarterly Financial Information
made available by Abercrombie & Fitch Co.
in conjunction with conference call held
on August 16, 2005 |
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99.4 |
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Form of Nonstatutory Stock Option
Agreement under the 2005 Long-Term
Incentive Plan |
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99.5 |
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Form of Restricted Stock Unit Award
Agreement for Employees under the 2005 Long-Term Incentive Plan |
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99.6 |
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Form of Restricted Stock Unit Award
Agreement for Non-Employee Directors under the 2005 Long-Term Incentive Plan |
[Remainder of page intentionally left blank;
signatures on following page.]
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ABERCROMBIE & FITCH CO. |
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Dated: August 19, 2005
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By:
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/s/ Michael W. Kramer |
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Michael W. Kramer
Senior Vice-President and Chief Financial
Officer |
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INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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99.1 |
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News Release issued by Abercrombie & Fitch Co. on August 16,
2005 (the portions of which dealing with the matters disclosed in
Item 8.01 only are intended to be deemed filed under the Securities
Exchange Act of 1934 and incorporated by reference in any
registration statement or other document filed under such Act or the
Securities Act of 1933) |
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99.2 |
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Transcript of conference call held by management of
Abercrombie & Fitch Co. on August 16, 2005 |
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99.3 |
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Additional Quarterly Financial Information made available by
Abercrombie & Fitch Co. in conjunction with conference call
held on August 16, 2005 |
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99.4 |
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Form of Nonstatutory Stock Option Agreement under the 2005
Long-Term Incentive Plan |
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99.5 |
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Form
of Restricted Stock Unit Award Agreement for Employees under the 2005
Long-Term Incentive Plan |
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99.6 |
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Form of Restricted Stock Unit Award Agreement for Non-Employee
Directors under the 2005 Long-Term Incentive Plan
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