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Delaware (State or Other Jurisdiction of Incorporation or Organization)

13-2842791 (I.R.S. Employer Identification Number)

 

 

 

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

 

 

 

Title of Each Class of Securities to be Registered		Amount to be Registered(1)				Proposed Maximum Offering Price Per Share(2)				Proposed Maximum Aggregate Offering Price(2)				Amount of Registration Fee
Common Stock (par value $1.00 per share)			9,500,000				$21.31				$202,445,000				$27,613.50
Common Stock (par value $1.00 per share)			237,787	(3)			$21.31				$5,067,241				$0

 

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Fifth & Pacific Companies, Inc. 2013 Stock Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.

 

(2)

Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is based on the average of the high and low prices reported by the New York Stock Exchange on June 12, 2013, which is within five (5) business days prior to the date of this Registration Statement.

 

(3)	The offer and sale of 237,787 shares registered hereby were previously registered for sale under the registrant’s 2011 Stock Incentive Plan pursuant to the registration statement on Form S-8 (File No. 333-174783) filed and effective on June 8, 2011.

 

 

 

 

 

 

 

1.	FNP is carrying over from the 2011 Registration Statement and registering the offer and sale of 237,787 shares of the Common Stock under the 2013 Plan pursuant to this Registration Statement;

 

2.	$160.81 of the registration fee paid in connection with the 2011 Registration Statement is allocable to the Carryover Shares, and is carried over to this Registration Statement with respect to the Carryover Shares; and

 

3.	contemporaneously with the filing of this Registration Statement, the 2011 Registration Statement is being amended on a post-effective basis to discuss the transfer of shares from the 2011 Plan to the 2013 Plan.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)	The Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012, filed with the SEC on February 21, 2013 (the “Annual Report”).

 

(b)	The Company’s Current Reports on Form 8-K filed with the SEC on January 14, 2013, January 15, 2013, January 18, 2013, January 18, 2013, January 22, 2013, February 6, 2013, February 13, 2013, February 21, 2013, April 19, 2013, May 2, 2013 and May 17, 2013.

 

(c)	The Company’s Current Report on Form 10-Q for the fiscal quarter ended March 30, 2013, filed with the SEC on May 2, 2013.

 

(d)

The description of securities to be registered contained in the Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the Registrant’s Common Stock and preferred stock purchase rights, including any amendments or reports filed for the purposes of updating such description.

 

 

 

 

 

 

 

that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

 

 

 

 

 

 

 

 

 

Exhibit Number

Description

 

4.1	Restated Certificate of Incorporation of Registrant (incorporated herein by reference to Exhibit 3(a) to Registrant’s Current Report on Form 8-K dated May 28, 2009)

 

4.2	Amendment to the Restated Certificate of Incorporation of Registrant (incorporated herein by reference to Exhibit 3(a) to Registrant’s Current Report on Form 8-K dated June 3, 2010)

 

4.3	Amendment to the Restated and Amended Certificate of Incorporation of Registrant (incorporated herein by reference to Exhibit 3(a) to Registrant’s Current Report on Form 8-K dated May 17, 2013)

 

 

 

 

 

 

4.4	Registrant’s 2013 Stock Incentive Plan (incorporated herein by reference to Registrant’s Proxy Statement filed on April 3, 2013)

 

5.1	Opinion of counsel

 

23.1	Consent of counsel (included in the opinion).

 

23.2	Consent of Deloitte & Touche LLP

 

 

1)	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:

 

i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

ii)

To reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 a 20 percent change in the maximum offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and,

 

iii)	To include any material information with respect to the Plan not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

 

b)

That, for the purpose of determining any liability under the Securities Act, 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.

 

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.

 

2)

That, for the purpose of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned Registrant undertakes that in a primary offering of securities of an undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(a)

Any preliminary prospectus or prospectus of an undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

 

(b)

Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned Registrant or used or referred to by an undersigned Registrant;

 

(c)

The portion of any other free writing prospectus relating to the offering containing material information about an undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and

 

(d)

Any other communication that is an offer in the offering made by an undersigned Registrant to the purchaser.

 

 

 

 

 

 

3)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.

 

4)

Insofar as indemnification for liabilities arising under the Securities 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 Commission such indemnification is against public policy as expressed in the Securities 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 its 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 Securities Act and will be governed by the final adjudication of such issue.

 

 

 

 

 

FIFTH & PACIFIC COMPANIES, INC.	FIFTH & PACIFIC COMPANIES, INC.
By:           /s/ George M. Carrara	By:         /s/ Michael Rinaldo
George M. Carrara Chief Financial Officer (Principal financial officer)	Michael Rinaldo Vice President-Corporate Controller and Chief Accounting Officer (Principal accounting officer)