UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-221586
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-197462
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-174528
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-163369
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-151257
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-132947
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-111258
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-43978
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-85201
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-85199
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-85197
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-85195
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-67725
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-67723
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-33171
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-61811
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-54847
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-73262
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-38607
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-23651
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-17297
UNDER
THE SECURITIES ACT OF 1933
TIFFANY & CO.
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of |
13-3228013 (IRS Employer | |
200 Fifth Avenue New York, New York |
10010 (Zip Code) |
Tiffany & Co. 2017 Directors Equity Compensation Plan
Tiffany & Co. 2014 Employee Incentive Plan
Employee Profit Sharing and Retirement Savings Plan
2005 Employee Incentive Plan
2008 Directors Equity Compensation Plan
1998 Directors Option Plan
1998 Employee Incentive Plan
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
1988 Directors Option Plan
1986 Stock Option Plan
1985 Stock Option Plan
(Full titles of the plans)
Leigh M. Harlan
Senior Vice President, Secretary and General Counsel
Tiffany & Co.
200 Fifth Avenue
New York, New York 10010
(Name and address of agent for service)
(212) 755-8000
(Telephone number, including area code, of agent for service)
with a copy to:
Howard L. Ellin
Sean C. Doyle
Skadden, Arps, Slate, Meagher & Flom LLP
1 Manhattan West
New York, New York 10001
(212) 735-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☐ | |||
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments related to the following Registration Statements on Form S-8 filed by Registrant (collectively, the “Registration Statements”), are being filed to withdraw and remove from registration the shares of Registrant’s common stock, $0.01 par value per share (“Common Stock”) that had been registered under such Registration Statements, together with any and all plan interests and other securities registered thereunder:
1. | Registration Statement on Form S-8 (File No. 333-221586), originally filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2017, registering 1,000,000 shares of Common Stock under the Tiffany & Co. 2017 Directors Equity Compensation Plan; |
2. | Registration Statement on Form S-8 (File No. 333-197462), originally filed with the SEC on July 16, 2014, registering 8,390,139 shares of Common Stock under Registrant’s Tiffany & Co. 2014 Employee Incentive Plan; |
3. | Registration Statement on Form S-8 (File No. 333-174528), originally filed with the SEC on May 26, 2011, registering 500,000 shares of Common Stock under Registrant’s Employee Profit Sharing and Retirement Savings Plan; |
4. | Registration Statement on Form S-8 (File No. 333-163369), originally filed with the SEC on November 25, 2009, registering 2,500,000 shares of Common Stock under the 2005 Employee Incentive Plan; |
5. | Registration Statement on Form S-8 (File No. 333-151257), originally filed with the SEC on May 29, 2008, registering 1,000,000 shares of Common Stock under Registrant’s 2008 Directors Equity Compensation Plan; |
6. | Registration Statement on Form S-8 (File No. 333-132947), originally filed with the SEC on April 3, 2006, registering 11,000,000 shares of Common Stock under Registrant’s 2005 Employee Incentive Plan; |
7. | Registration Statement on Form S-8 (File No. 333-111258), originally filed with the SEC on December 17, 2003, registering 4,000,000 shares of Common Stock under Registrant’s 1998 Employee Incentive Plan; |
8. | Registration Statement on Form S-8 (File No. 333-43978), originally filed with the SEC on August 17, 2000, registering 884,218 shares of Common Stock under Registrant’s 1998 Employee Incentive Plan; |
9. | Registration Statement on Form S-8 (File No. 333-85201), originally filed with the SEC on August 13, 1999, registering 1,557,891 shares of Common Stock under Registrant’s 1998 Employee Incentive Plan; |
10. | Registration Statement on Form S-8 (File No. 333-85199), originally filed with the SEC on August 13, 1999, registering 250,000 shares of Common Stock under Registrant’s 1998 Directors Option Plan; |
11. | Registration Statement on Form S-8 (File No. 333-85197), originally filed with the SEC on August 13, 1999, registering 96,632 shares of Common Stock under Registrant’s 1988 Directors Option Plan; |
12. | Registration Statement on Form S-8 (File No. 333-85195), originally filed with the SEC on August 13, 1999, registering 1,691,848 shares of Common Stock under Registrant’s 1986 Employee Stock Option Plan; |
13. | Registration Statement on Form S-8 (File No. 333-67725), originally filed with the SEC on November 23, 1998, registering 250,000 shares of Common Stock under Registrant’s 1998 Directors Option Plan; |
14. | Registration Statement on Form S-8 (File No. 333-67723), originally filed with the SEC on November 23, 1998, registering 1,750,000 shares of Common Stock under Registrant’s 1998 Employee Incentive Plan; |
15. | Registration Statement on Form S-8 (File No. 333-33171), originally filed with the SEC on August 8, 1997, registering 1,000,000 shares of Common Stock under Registrant’s 1986 Stock Option Plan; |
16. | Registration Statement on Form S-8 (File No. 033-61811), originally filed with the SEC on August 14, 1995, registering 500,000 shares of Common Stock under Registrant’s 1986 Stock Option Plan; |
17. | Registration Statement on Form S-8 (File No. 033-54847), originally filed with the SEC on August 1, 1994, registering 30,000 shares of Common Stock under Registrant’s Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan; |
18. | Registration Statement on Form S-8 (File No. 033-73262), originally filed with the SEC on December 21, 1993, registering 500,000 shares of Common Stock under Registrant’s 1986 Stock Option Plan; |
19. | Registration Statement on Form S-8 (File No. 033-38607), originally filed with the SEC on January 10, 1991, registering 500,000 shares of Common Stock under Registrant’s 1986 Stock Option Plan; |
20. | Registration Statement on Form S-8 (File No. 033-23651), originally filed with the SEC on August 11, 1988, registering 300,000 shares of Common Stock under Registrant’s 1985 Stock Option Plan, 1986 Stock Option Plan and 1988 Directors Option Plan; and |
21. | Registration Statement on Form S-8 (File No. 033-17297), originally filed with the SEC on September 17, 1987, registering 846,000 shares of Common Stock under Registrant’s 1985 Stock Option Plan and 1986 Stock Option Plan. |
On January 7, 2021, pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of October 28, 2020 by and among Registrant, LVMH Moët Hennessy-Louis Vuitton SE, a societas Europaea (European company) organized under the laws of France (“Parent”), Breakfast Holdings Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Holding”), and Breakfast Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Holding (“Merger Sub”), Merger Sub merged with and into Registrant (the “Merger”), with Registrant continuing as the surviving corporation in the Merger and an indirect wholly owned subsidiary of Parent.
As a result of the Merger, Registrant has terminated any and all offerings of Registrant’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold or unissued at the termination of the offering, Registrant hereby removes from registration all such securities of Registrant registered pursuant to the Registration Statements that remain unsold or unissued as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 7, 2021.
TIFFANY & CO. |
(Registrant) |
/S/ Leigh M. Harlan |
Name: Leigh M. Harlan |
Title: Senior Vice President, Secretary and General Counsel |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.