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As filed with the Securities and Exchange Commission
on May 31, 1996
Registration No. __________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE LIMITED, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
31-1029810
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(I.R.S. Employer Identification No.)
Three Limited Parkway, Columbus, Ohio 43216
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(Address of principal executive offices) (Zip Code)
1996 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS
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(Full title of the plan)
SAMUEL P. FRIED
Vice President and General Counsel
The Limited, Inc.
Three Limited Parkway, P.O. Box 16000
Columbus, Ohio 43216
(614) 479-7000
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price per Aggregate Offering Registration Fee
Registered Share* Price*
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Common Stock 100,000 shares $21.438 $2,143,800 $739.24
$0.50 par value
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* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based
upon the average of the high and low prices reported in the New York Stock
Exchange consolidated reporting system as of May 28, 1996.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 3, 1996.
(b) All other reports, if any, filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since February 3, 1996.
(c) The description of the Common Stock, $.50 par value, set forth in the
Form 8 Amendment to Form 8-A, filed with the Commission on September 11, 1989
("Common Stock").
All documents filed by the Registrant with the Commission after the date of
this Registration Statement under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, and before the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference into this Registration Statement and to 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.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides for
indemnification of directors and officers against any legal liability (other
than liability arising from derivative suits) if the officer or director acted
in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation. In criminal actions, the
officer or director must also have had no reasonable cause to believe that his
conduct was unlawful. A corporation may indemnify an officer or director in a
derivative suit if the officer or director acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interest of the
corporation unless the officer or director is found liable to the corporation.
However, if the Court of Chancery or the court in which such action or suit was
brought determines that the officer or director is fairly and reasonably
entitled to indemnity, then the Court of Chancery or such other court may
permit indemnity for such officer or director to the extent it deems proper.
The Registrant's Bylaws provide generally that the Registrant shall
indemnify its present and past directors and officers to the fullest
extent permitted by the laws of Delaware as they may exist from time
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to time. Directors and officers of the Registrant and its subsidiaries are
indemnified generally against expenses actually and reasonably incurred in
connection with proceedings, whether civil or criminal. The Registrant's
Bylaws also provide that indemnification thereunder is not exclusive, and the
Registrant may agree to indemnify any person as provided therein. The
Registrant is a party to indemnification agreements with its directors and
officers. The agreements provide that the Registrant will indemnify such
directors and officers to the fullest extent permitted by applicable law, and
require the Registrant to maintain directors' and officers' liability insurance
at the level in effect when the relevant indemnification agreement was executed
and to advance expenses upon the request of an officer or director.
The Registrant's Certificate of Incorporation provides that directors of
the Registrant shall not be held personally liable to the Registrant or
its stockholders for monetary damages arising from certain breaches of their
fiduciary duties. The provision does not insulate directors from personal
liability for (i) breaches of their duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not taken in good faith or that involve
intentional misconduct or knowing violation of law, (iii) transactions in which
the director derives any improper personal benefit or (iv) unlawfully voting to
pay dividends or to repurchase or redeem stock.
The Registrant maintains insurance policies providing for indemnification
of directors and officers and for reimbursement to the Registrant for
monies which it may pay as indemnity to any director or officer, subject to the
conditions and exclusions of the policies and specified deductible provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index on page 7.
Item 9. Undertakings.
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) 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 of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the Registration
Statement;
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(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) 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.
(3) 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.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report under Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
under 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.
(h) Filing of Registration Statement on Form S-8.
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.
SIGNATURES
The Registrant.
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
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caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio,
on May 20, 1996.
THE LIMITED, INC.
(The Registrant)
By /s/ Kenneth B. Gilman
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Kenneth B. Gilman,
Vice Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on May 20, 1996.
Signature Title
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* Chairman of the Board
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Leslie H. Wexner officer) and Director
/s/ Kenneth B. Gilman Vice Chairman, Chief
- --------------------- Financial Officer
Kenneth B. Gilman (principal financial and
accounting officer) and
Director
* Vice Chairman and Director
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Michael A. Weiss
* Secretary and Director
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Bella Wexner
* Director
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Martin Trust
* Director
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Eugene M. Freedman
* Director
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E. Gordon Gee
* Director
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Leonard A. Schlesinger
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* Director
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David T. Kollat
* Director
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Claudine B. Malone
* Director
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Donald B. Shackelford
* Director
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Allan R. Tessler
* Director
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Raymond Zimmerman
*Kenneth B. Gilman, by signing his name hereto, signs this document on behalf
of the persons indicated above pursuant to powers of attorney duly executed by
such persons.
By /s/ Kenneth B. Gilman
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Kenneth B. Gilman,
Attorney-in-Fact
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EXHIBIT INDEX
The following exhibits are filed as part of this Registration
Statement:
Exhibit
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4.1 Certificate of Incorporation of the Registrant incorporated by
reference to Exhibit 3.4 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended January 30, 1988.
4.2 Bylaws of the Registrant incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended February 2, 1991.
4.3 Copy of The Limited, Inc. 1996 Stock Plan for Non-Associate Directors.
5 Legal opinion of Samuel P. Fried, Esq., Vice President and General
Counsel of the Registrant.
23.1 Consent of Coopers & Lybrand L.L.P..
23.2 Consent of Samuel Fried, Vice President and General Counsel of the
Registrant (included in the opinion filed as Exhibit 5).
24 Powers of Attorney.
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