As filed with the U.S. Securities and Exchange Commission on November 10, 2016
                                                                                                                                                                                                                                                     Registration Statement No. 333-_________
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Coach, Inc.
(Exact name of registrant as specified in its charter)
 
 
Maryland
 
52-2242751
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
10 Hudson Yards, New York, NY
 
10001
(Address of Principal Executive Offices)
 
(Zip Code)

 
Amended and Restated Coach, Inc. 2010 Stock Incentive Plan
(Amended and Restated as of September 23, 2016)
Amended and Restated Coach, Inc. 2001 Employee Stock Purchase Plan
(Full Title of Plan)
 
Todd Kahn, Esq.
President, Chief Administrative Officer and Secretary
10 Hudson Yards
New York, NY 10001
(Name and address
of agent for service)
 
(212) 594-1850
(Telephone number, including area code, of agent for service)
 

 
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer        ☒
 
Accelerated filer       ☐
Non-accelerated filer          ☐
 
                            Smaller reporting company      ☐
(Do not check if a smaller reporting company)
 
 
 
 
CALCULATION OF REGISTRATION FEE

Title 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 (2)
 
Common Stock,
$0.01 par value per share
 
6,500,000 Shares
 
$35.58
 
$231,237,500
 
$26,800
 (1)
This Registration Statement is being filed to register 5,000,000 shares of common stock, par value $0.01 per share, of Coach, Inc. that may be issued pursuant to the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (Amended and Restated as of September 23, 2016) (the “Amended Stock Incentive Plan”); and 1,500,000 shares of common stock, par value $0.01 per share, of Coach, Inc. that may be issued pursuant to the Amended and Restated Coach, Inc. 2001 Employee Stock Purchase Plan (the “ESPP”). Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement also covers such additional and indeterminate number of shares that may be issuable under the Stock Incentive Plan or the ESPP as the result of any future stock split, stock dividend or similar adjustments.
 (2)
Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low price of the Registrant's Common Stock on November 4, 2016 as reported on the New York Stock Exchange. Pursuant to General Instruction E to Form S-8, a filing fee is being paid only with respect to the registration of additional securities for each of the Stock Incentive Plan and the ESPP.
 
 
 
 
 
EXPLANATORY NOTE


  Coach, Inc., a Maryland corporation (the “Company”), filed (i) a Registration Statement on Form S-8 (File No. 333-172699) (the “2011 Registration Statement”) on March 9, 2011 registering 30,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), under the Coach, Inc. 2010 Stock Incentive Plan, (ii) a Registration Statement on Form S-8 (File No. 333-205331) (the “2015 Registration Statement”) on June 29, 2015 registering 7,900,000 shares of the Common Stock under the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan; (iii) a Registration Statement on Form S-8 (File No. 333-209393) (the “2016 Registration Statement”) on February 4, 2016 registering 12,000,000 shares of the Common Stock under the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (Amended and Restated on September 18, 2015); and (iv) a Registration Statement on Form S-8 (File No. 333-82102) (the “2002 Registration Statement”  and, together with the 2011 Registration Statement, the 2015 Registration Statement and the 2016 Registration Statement, the “Prior Registration Statements”) on February 4, 2002 registering 2,400,000 shares of Common Stock (on a post-stock split basis) under the Coach, Inc. 2001 Employee Stock Purchase Plan. The Company hereby incorporates by reference the contents of the Prior Registration Statements to the extent not otherwise amended or superseded by the contents of this Registration Statement on Form S-8 (this “Registration Statement”).

Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register an additional (i) 5,000,000 shares of Common Stock under the Amended Stock Incentive Plan and (ii) 1,500,000 shares of Common Stock under the ESPP. Each of the Amended Stock Incentive Plan and the ESPP was authorized by the Company’s stockholders at its 2016 Annual Meeting.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference .

The following documents filed by the Company are incorporated herein by reference:

(a)
The Company’s Annual Report on Form 10-K for the fiscal year ended July 2, 2016 ( the “2016 Form 10-K”), filed with the Securities and Exchange Commission (the “Commission”) on August 19, 2016 ;

(b)
The Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2016, filed with the Commission on November 9, 2016;

(c)
The Company’s Current Reports on Form 8-K filed with the Commission on August 2, 2016, August 3, 2016, August 22, 2016, August 26, 2016 and September 9, 2016;

(d)
The portions of the Company’s Definitive Proxy Statement on Schedule 14A (filed with the Commission on September 30, 2016) which were incorporated by reference into the Company’s 2016 Form 10-K; and

(e)
The description of the Common Stock contained in the Company’s registration statement on Form 8-A filed with the Commission on September 27, 2000, and any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as amended, before filing a post-effective amendment to this Registration Statement that indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares the remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.  In no event, however, will any information that the Company discloses under Item 2.02 or 7.01 of any Current Report on Form 8-K (unless otherwise indicated therein), including any exhibits furnished with such report, that the Company may from time to time furnish to the Commission be incorporated by reference into, or otherwise become part of, this Registration Statement. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document, which is, or is deemed to be, incorporated by reference, herein modifies or supersedes such earlier statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 
 
 
Item 8.  Exhibits.
 
The exhibits to this Registration Statement are included in the Exhibit Index and are incorporated herein by reference.


SIGNATURES

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 caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on November 10, 2016.
 
  COACH, INC.  
       
 
By:
   /s/ Victor Luis  
    Name:  Victor Luis  
    Title:    Chief Executive Officer  

 
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 
Name
 
Title
Date
 
 
 
 
/s/ Victor Luis
 
Chief Executive Officer and Director
November 10, 2016
Victor Luis
 
(Principal Executive Officer)
 
 
 
 
 
 
 
 
 
/s/ Andrea Resnick
 
Chief Financial Officer (Principal
November 10, 2016
Andrea Resnick
 
Financial)
 
 
 
 
 
 
 
 
 
/s/ Melinda Brown
 
Controller (Principal Accounting
November 10, 2016
Melinda Brown
 
Officer)
 
 
 
 
 
       
*  
Chairman and Director
November 10, 2016
Jide Zeitlin      
       
       
*   
Director 
November 10, 2016 
David Denton       
 
 
 
 
 
 
*
 
Director
November 10, 2016
Andrea Guerra  
 
 
 
 
 
 
 
 
 
 
 
 
*
 
Director
November 10, 2016
Susan Kropf  
 
 
 
 
 
 
 
 
 
 
 
 
 *  
Director
November 10, 2016
Annabelle Yu Long  
 
 
 
 
 
 
 
         
 *  
Director
November 10, 2016
Ivan Menezes      
         
         
 *  
Director
November 10, 2016
William Nuti      
         
         
  *    
Director 
November 10, 2016  
Stephanie Tilenius      
         
         
         
*By: 
    /s/ Victor Luis
     
 
Victor Luis
     
 
Attorney-in-Fact
     
 
 
 
 
 

EXHIBIT INDEX


     Exhibit No.
Exhibit


5.1*
Opinion of Venable LLP regarding legality of securities being registered

23.1*
Consent of Venable LLP (included as part of Exhibit 5.1 hereto)

23.2*
Consent of Deloitte & Touche LLP

24.1*
Powers of Attorney

99.1
Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (Amended and Restated as of September 23, 2016) (incorporated by reference to Appendix B in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 30, 2016).

99.2
Amended and Restated Coach, Inc. 2001 Employee Stock Purchase Plan (incorporated by reference to Appendix C in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 30, 2016).

___________________
*   Filed herewith.
 
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