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 23, 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
(Registrant’s 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On August 23, 2005, Abercrombie & Fitch Co. (the “Corporation”) and Michael S. Jeffries executed an
Amended and Restated Employment Agreement, effective as of August 15, 2005 (the “Employment
Agreement”), in fulfillment of certain terms of the settlement agreement approved by the Court of
Chancery of the State of Delaware on June 14, 2005 in the action titled In Re Abercrombie & Fitch
Co. Shareholder Derivative Litigation (the “Settlement Agreement”). Pursuant to the Settlement
Agreement, Mr. Jeffries’ prior employment agreement was amended and restated to reflect the
following changes: (i) Mr. Jeffries’ “stay bonus” was reduced from twelve million dollars to six
million dollars and receipt of the stay bonus was conditioned upon the Corporation achieving
defined performance criteria (except in certain terminations), (ii) Mr. Jeffries will not receive
any award of stock options during calendar years 2005 and 2006 and in subsequent years will receive
stock options only in the discretion of the Compensation Committee, (iii) Mr. Jeffries will hold
the Career Shares referred to in Section 4(b) of the Employment Agreement for a period of one year
after he ceases to be an executive officer of the Corporation (the “Holding Period”), and (iv) Mr.
Jeffries will hold one half of the shares of the Corporation received from the first one million
stock options exercised following the settlement between the parties, net of shares equal to the
amount of withholding taxes and exercise price, until the expiration of the Holding Period.
The foregoing description of the amendments to Mr. Jeffries’ prior employment agreement reflected
in the Employment Agreement is qualified in its entirety by reference to the actual terms of the
Employment Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(a) and (b) Not applicable.
(c) Exhibits:
The following exhibits are filed with this Current Report on Form 8-K:
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| Exhibit No. |
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Description |
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10.1
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Amended and Restated Employment Agreement
between Abercrombie & Fitch Co. and Michael S.
Jeffries |
[Remainder of page intentionally left blank;
signatures on following page.]
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