As filed with the Securities and Exchange Commission on June 16, 2006

Registration No. 333-10069

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


 

POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


 

GUESS?, INC.

(Exact Name of Registrant as Specified in Its Charter)


 

Delaware

 

95-3679695

(State or Other Jurisdiction of

 

(I.R.S. Employer

Incorporation or Organization)

 

Identification No.)

 

1444 South Alameda Street
Los Angeles, California 90021
(Address, Including Zip Code, of Principal Executive Offices)


 

Guess?, Inc.
2006 Non-Employee Directors’ Stock Grant and Stock Option Plan
(f/k/a Guess?, Inc. 1996 Non-Employee Directors’ Stock Option Plan)
 (Full Title of the Plan)


 

Deborah S. Siegel
General Counsel and Secretary
Guess?, Inc.
1444 South Alameda Street
Los Angeles, California 90021
(213) 765-3100
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

 

 




EXPLANATORY NOTE

Guess?, Inc., a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to reflect the change of the name of the Guess?, Inc. 1996 Non-Employee Directors’ Stock Option Plan to the Guess?, Inc. 2006 Non-Employee Directors’ Stock Grant and Stock Option Plan, which became effective in connection with the approval by the Registrant’s shareholders of the amendment and restatement of the plan on May 9, 2006.

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Post Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on June 16, 2006.

 

GUESS?, INC.

 

a Delaware corporation

 

 

 

 

 

 

 

By:

/s/ CARLOS ALBERINI

 

 

Carlos Alberini

 

 

President, Chief Operating Officer
and Director

 

POWER OF ATTORNEY

We, the undersigned officers and directors of Guess?, Inc., hereby severally constitute and appoint Carlos Alberini and Deborah Siegel as attorneys-in-fact, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement (including any post-effective amendments, exhibits thereto and other documents in connection therewith), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ MAURICE MARCIANO

 

Co-Chairman of the Board

 

June 16, 2006

Maurice Marciano

 

Co-Chief Executive Officer

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ PAUL MARCIANO

 

Co-Chairman of the Board

 

June 16, 2006

Paul Marciano

 

Co-Chief Executive Officer

 

 

 

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/s/ CARLOS ALBERINI

 

President, Chief Operating Officer

 

June 16, 2006

Carlos Alberini

 

and Director

 

 

 

 

 

 

 

/s/ ANTHONY CHIDONI

 

Director

 

June 16, 2006

Anthony Chidoni

 

 

 

 

 

 

 

 

 

/s/ ALICE KANE

 

Director

 

June 16, 2006

Alice Kane

 

 

 

 

 

 

 

 

 

/s/ KAREN NEUBURGER

 

Director

 

June 16, 2006

Karen Neuburger

 

 

 

 

 

 

 

 

 

/s/ ALEX YEMENIDJIAN

 

Director

 

June 16, 2006

Alex Yemenidjian

 

 

 

 

 

 

 

 

 

 

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EXHIBIT INDEX

Exhibit

 

 

Number

 

Description of Exhibit

 

 

 

24.

 

Power of Attorney (included in this Registration Statement under “Signatures”).

 

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