As filed with the Securities and Exchange Commission on January 31, 2014

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ASCENA RETAIL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		30-0641353
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
30 Dunnigan Drive Suffern, New York		10901
(Address of Principal Executive Offices)		(Zip Code)

 

 

Ascena Retail Group, Inc. 2010 Stock Incentive Plan

(Amended and Restated Effective December 11, 2012)

(Full Title of the Plan)

 

 

Copies to:

David Jaffe President and Chief Executive Officer Ascena Retail Group, Inc. 30 Dunnigan Drive Suffern, New York 10901		Steven L. Kirshenbaum, Esq. Julie M. Allen, Esq. Proskauer Rose LLP Eleven Times Square New York, New York 10036 (212) 969-3000
(Name and Address of Agent for Service)

(845) 369-4500

(Telephone Number, Including Area Code, of Agent For Service)

 

 

Indicate by 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.

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title Of Each Class Of Securities To Be Registered		Amount To Be Registered(1)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount Of Registration Fee
Common Stock, par value $0.01 per share		15,000,000		$18.94(2)		$284,100,000 (2)		$36,592.08 (3)

 

(1)	Represents the additional number of shares of common stock, par value $0.01 per share (“Common Stock”) of Ascena Retail Group, Inc. (the “Registrant”) that may be granted under the Ascena Retail Group, Inc. 2010 Stock Incentive Plan (amended and restated effective December 11, 2012) (the “Plan”).

(2)	Calculated solely for purposes of this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended (the “Securities Act”), on the basis of the average of the high and low selling prices per share of Common Stock on January 29, 2014, as reported on the NASDAQ Stock Market.

(3)

Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of an additional 15,000,000 shares of Common Stock under the Plan. Prior registration statements on Form S-8 were previously filed by the Registrant’s predecessor The Dress Barn, Inc. (the “Predecessor Registrant”) on November 8, 2006 (Registration No. 333-138506) (the “Initial Registration Statement”) and the Registrant on July 21, 2011 (Registration No. 333-175693) for the existing securities under the Plan. The Registrant, as the successor registrant to the Predecessor Registrant, adopted the Initial Registration Statement as its own registration statement in accordance with Paragraph (d) of Rule 414 of the Securities Act under Post-Effective Amendment No. 1 to the Initial Registration Statement, filed on January 14, 2011 (Registration No. 333-138506-99).

 

 

 

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Explanatory Note

Pursuant to General Instruction E of Form S-8, the Registrant hereby makes the following statement:

This Registration Statement on Form S-8 is filed by Ascena Retail Group, Inc. (the “Registrant”) to register an additional 15,000,000 shares (the “Additional Shares”) of the Registrant’s common stock, par value $0.01 per share (“Common Stock”) which may be awarded pursuant to the Ascena Retail Group, Inc. 2010 Stock Incentive Plan (amended and restated effective December 11, 2012) (the “Plan”). The Plan was formerly known as The Dress Barn, Inc. 2010 Stock Incentive Plan, which was an amendment and restatement of The Dress Barn, Inc. 2001 Stock Incentive Plan that was approved by the Board of Directors of The Dress Barn, Inc. (the “Predecessor Registrant”).

The Additional Shares are in addition to the 36,000,000 shares of the Common Stock previously registered with respect to the Plan, of which 24,000,000 shares were registered by the Predecessor Registrant pursuant to the Registration Statement on Form S-8 (Registration No. 333-138506) filed by the Predecessor Registrant on November 8, 2006 (the “Initial Registration Statement”) and 12,000,000 shares were registered by the Company pursuant to the Registration Statement on Form S-8 (Registration No. 333-175693) filed by the Company on July 21, 2011 (the “Second Registration Statement”). The numbers of shares of Common Stock set forth in the prior sentence reflect adjustments that in each case give effect to the Registrant’s two-for-one stock split on April 3, 2012. The Initial Registration Statement was adopted by the Registrant as its own registration statement in accordance with Paragraph (d) of Rule 414 of the Securities Act of 1933, as amended (the “Securities Act”) under Post-Effective Amendment No. 1 to the Initial Registration Statement (Registration No. 333-138506-99), filed on January 14, 2011 (the “Post-Effective Amendment”). The Additional Shares increase the aggregate number of shares of Registrant Common Stock that may be subject to awards under the Plan from 36,000,000 to 51,000,000. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement, as amended by the Post-Effective Amendment, and the Second Registration Statement are hereby incorporated by reference herein.

 

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The following documents, as originally filed with the Securities and Exchange Commission (the “Commission”) by the Registrant or the Predecessor Registrant are hereby incorporated herein by reference:

 

(a)	the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 27, 2013, filed with the Commission on September 24, 2013;

 

(b)	the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 26, 2013, filed with the Commission on December 2, 2013;

 

(c)	the Registrant’s Current Reports on Form 8-K, filed with the Commission on October 25, 2013 and December 13, 2013; and

 

(d)	the description of the Registrant’s common stock set forth in the Registrant’s Registration Statement on Form S-4/A, filed November 10, 2010.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. In no event, however, will any information that the Registrant discloses under Item 2.02 or Item 7.01 of any Current Report on Form 8-K that the Registrant may from time to time furnish to the Commission be incorporated by reference into, or otherwise become a part of, this Registration Statement. Any statement contained in any 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 also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

 

Item 8.

Exhibits.

 

Exhibit No.		Description
4.1		Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Annex II to the proxy statement/prospectus included in the Registrant’s Registration Statement on Form S-4/A, filed with the Commission on November 10, 2010).
4.2		Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K of the Registrant, filed with the Commission on January 3, 2011).
4.3		Bylaws of the Registrant (incorporated by reference to Annex III to the proxy statement/prospectus included in the Registrant’s Registration Statement on S-4/A, filed with the Commission on November 10, 2010).
5.1		Opinion of Proskauer Rose LLP.*
23.1		Consent of Deloitte & Touche LLP.*
23.2		Consent of Proskauer Rose LLP (included in Exhibit 5.1).*
24.1		Power of Attorney (included on signature page).

 

*	Filed herewith.

 

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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 Suffern, State of New York on this January 31, 2014.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints David Jaffe and Dirk A. Montgomery and each of them, acting singly his or her attorney-in-fact and agent, with full power of substitution and resubstitution, for and in such person’s name, place and stead, in the capacities indicated below, to sign a Registration Statement on Form S-8 of Ascena Retail Group, Inc. and any and all amendments (including post-effective amendments) thereto, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might, or could, do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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 date indicated.

 

Signature		Title		Date
/s/ Elliot S. Jaffe Elliot S. Jaffe		Non-Executive Chairman of the Board		January 31, 2014
/s/ David Jaffe David Jaffe		Director, President and Chief Executive Officer (Principal Executive Officer)		January 31, 2014
/s/ Dirk A. Montgomery Dirk A. Montgomery		Chief Financial Officer (Principal Financial Officer)		January 31, 2014
/s/ Klaus Eppler Klaus Eppler		Director		January 31, 2014
/s/ Randy L. Pearce Randy L. Pearce		Director		January 31, 2014

 

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Signature		Title		Date
/s/ John Usdan John Usdan		Director		January 31, 2014
/s/ Kate Buggeln Kate Buggeln		Director		January 31, 2014
/s/ Michael W. Rayden Michael W. Rayden		Director		January 31, 2014

 

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EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Annex II to the proxy statement/prospectus included in the Registrant’s Registration Statement on Form S-4/A, filed with the Commission on November 10, 2010).
4.2		Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K of the Registrant, filed with the Commission on January 3, 2011).
4.3		Bylaws of the Registrant (incorporated by reference to Annex III to the proxy statement/prospectus included in the Registrant’s Registration Statement on Form S-4/A, filed with the Commission on November 10, 2010).
5.1		Opinion of Proskauer Rose LLP.*
23.1		Consent of Deloitte & Touche.*
23.2		Consent of Proskauer Rose LLP (included in Exhibit 5.1).*
24.1		Power of Attorney (included on signature page).

 

*	Filed herewith.

 

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