Registration No. 333-188437
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
V.F. CORPORATION
(Exact
name of registrant as specified in its charter)
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Pennsylvania |
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23-1180120 |
(State or other jurisdiction
of incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
105 Corporate Center Blvd.
Greensboro, North Carolina 27408
(Address of Principal Executive Offices, including Zip Code)
VF 401k SAVINGS PLAN
(the survivor by merger of the V.F. Corporation Retirement Savings Plan for Salaried
Employees and the V.F. Corporation Retirement Savings Plan for Hourly Employees)
(Full title of the plan)
Laura C.
Meagher, Esq.
Vice President, General Counsel and Secretary
V.F. Corporation
P.O.
Box 21488
Greensboro, North Carolina 27420
(Name and address of agent for service)
(336)
424-6000
(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.
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Large accelerated filer |
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x |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
Explanatory Note
On May 8, 2013, V.F. Corporation (the Company) filed a Registration Statement on Form S-8 (Registration No. 333-188437,
herein the Registration Statement) to register 2,000,000 shares of Common Stock, no par value, stated capital $1.00 per share (Common Stock), of the Company for issuance pursuant to the V.F. Corporation Retirement Savings
Plan for Salaried Employees (the Salaried Plan) and 300,000 shares of Common Stock for issuance pursuant to the V.F. Corporation Retirement Savings Plan for Hourly Employees (the Hourly Plan). Both the number of shares
registered and the stated capital were subsequently adjusted in connection with the Companys four-for-one stock split in December 2013. This post-effective amendment constitutes post-effective amendment no. 1 to Registration
No. 333-188437, post-effective amendment no. 1 to Registration No. 333-59727, post-effective amendment no. 1 to Registration No. 333-138458, post-effective amendment no. 2 to Registration
No. 333-33621, post-effective amendment no. 2 to Registration No. 333-49023 and post-effective amendment no. 2 to Registration No. 2-99945.
Effective January 7, 2015, the Hourly Plan was merged into the Salaried Plan, the net assets available for benefits under the Hourly Plan
were transferred to the Salaried Plan, and the name of the Salaried Plan was changed to the VF 401k Savings Plan. Immediately prior to the merger, all assets for both the Salaried Plan and the Hourly Plan were held by the VF Corporation Retirement
Savings Plans Master Trust (VF Master Trust), and immediately after the merger, the VF Master Trust continued to hold all assets for the merged plan, now known as the VF 401k Savings Plan. As a result of the merger, the VF Master Trust
is now a single plan trust.
All shares of Common Stock previously registered under the Registration Statement and not yet sold thereunder
pursuant to the Salaried Plan or the Hourly Plan shall hereafter be issuable pursuant to the VF 401k Savings Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests Of Experts And Counsel.
As of the date of this Registration Statement, Laura C. Meagher, Vice President, General Counsel and Secretary of the Company, beneficially
owns 30,810 shares of the Companys common stock.
Item 6. Indemnification of Directors and Officers.
Section 1741 of the Pennsylvania Business Corporation Law, as amended (the BCL), provides that a business corporation shall
have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines
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and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith in a manner he reasonably believed to be in,
or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 1742 of the BCL provides that in the case of actions by or in
the right of the corporation, a corporation may indemnify any such persons only against expenses (including attorneys fees) actually and reasonably incurred in connection with the defense or settlement of such action and only if such person
acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, provided that no such indemnification is permitted in respect to any claim, issue or matter as to which such person is
adjudged liable for negligence or misconduct in the performance of his duty to the corporation, except to the extent that a court determines that indemnification is proper under the circumstances. The BCL further provides under Section 1743
that to the extent that such person has been successful on the merits or otherwise in defending any action (even one on behalf of the corporation), he is entitled to indemnification for expenses (including attorneys fees) actually and
reasonably incurred in connection with such action.
The indemnification provided for under the BCL is not exclusive of any other rights
of indemnification. In addition to the power to advance expenses under the BCL, Section 1745 provides that expenses incurred by an officer, director, employee or agent in defending a civil or criminal action, suit or proceeding may be paid by
the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified
by the corporation. Section 1746 permits a business corporation to create a fund, under the control of a trustee or otherwise, to secure or insure in any manner its indemnification obligations. Under Section 1747 of the BCL a corporation
may maintain insurance on behalf of any of the persons referred to above against liability asserted against any of them and incurred in or arising out of any capacity referred to above, whether or not the corporation would have the power to
indemnify against such liabilities under the BCL. Nevertheless, in accordance with Section 1746, indemnification shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court
to have constituted willful misconduct or recklessness.
V.F.s By-Laws provide that any person made a party to any lawsuit by reason
of the fact that such person is or was a director or officer of V.F. shall be indemnified by V.F., to the fullest extent permitted by Pennsylvania law, against the reasonable expenses, including attorneys fees, incurred by the director or
officer in connection with the defense of such lawsuit, whether or not the lawsuit is by or in the right of the Corporation. The determination of whether a director or officer has met the requisite legal standard under applicable law to be entitled
to indemnification will be made by disinterested directors or independent legal counsel, as provided in the By-Laws.
Pursuant to the
By-Laws, expenses incurred by a director or officer in defending (or acting as a witness in) a lawsuit to which the indemnification provisions apply shall be paid by the Corporation in advance of the final disposition of such lawsuit, upon receipt
of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately
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be determined that such person is not entitled to be indemnified by the Corporation under applicable law. The determination of whether to advance expenses will be made by disinterested directors
or independent legal counsel, as provided in the By-Laws.
The By-Laws further provide that a director of V.F. shall not be personally
liable for monetary damages arising from any action taken or any failure to act by the director unless (a) the director has breached or failed to perform the duties of a director under Section 1712 of the BCL, and (b) the breach of
duty constituted self-dealing, willful misconduct or recklessness. The limitation on a directors personal liability for monetary damages does not apply to a directors criminal liability or liability for taxes.
V.F. maintains directors and officers liability insurance for expenses for which indemnification is permitted by the BCL. These
insurance policies insure V.F. against amounts which it may become obligated to pay as indemnification to directors and officers and insures its directors and officers against losses (except fines, penalties and other matters uninsurable under law)
arising from any claim made against them on account of any alleged wrongful act in their official capacity. A wrongful act is defined as any breach of any duty, neglect, error, misstatement, misleading statement, omission or other
act done or wrongfully attempted by the directors and officers or . . . so alleged by any claimant on any matter claimed against them solely by reason of their being such directors or officers, subject to certain exclusions. Directors and
officers are also insured against losses (except fines, penalties and other matters uninsurable under law) arising out of the insureds breach of fiduciary duty, subject to certain exclusions.
The Company has also entered into an indemnification agreement with each of its non-employee directors providing for the indemnification
described above.
Item 8. Exhibits.
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5.1 |
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Opinion of Laura C. Meagher, Esq. |
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23.1 |
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Consent of PricewaterhouseCoopers LLP |
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23.2 |
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Consent of Laura C. Meagher, Esq. (included in Exhibit 5.1) |
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*24.1 |
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Power of Attorney |
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SIGNATURES
The Registrant. 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 Greensboro, North Carolina, on March 2, 2016.
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V.F. CORPORATION |
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By: |
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/s/ Eric C. Wiseman |
Eric C. Wiseman |
Chairman and 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.
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SIGNATURE |
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DATE |
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/s/ Eric C. Wiseman |
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March 2, 2016 |
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Eric C. Wiseman |
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Chairman and Chief Executive Officer |
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/s/ Scott A. Roe |
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March 2, 2016 |
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Scott A. Roe |
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Vice President and |
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Chief Financial Officer |
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/s/ Bryan H. McNeill |
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March 2, 2016 |
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Bryan H. McNeill |
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Vice President Controller |
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(Chief Accounting Officer) |
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DIRECTORS
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Richard T. Carucci* |
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Robert J. Hurst* |
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Clarence Otis, Jr.* |
Juliana L. Chugg* |
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Laura Lang* |
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Raymond G. Viault* |
Juan Ernesto de Bedout* |
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W. Alan McCollough * |
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Eric C. Wiseman* |
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*By: |
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/s/ Laura C. Meagher |
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Date: March 2, 2016 |
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Laura C. Meagher, |
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Attorney-In-Fact |
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EXHIBIT INDEX
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5.1 |
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Opinion of Laura C. Meagher, Esq. |
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23.1 |
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Consent of PricewaterhouseCoopers LLP |
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23.2 |
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Consent of Laura C. Meagher, Esq. (included in Exhibit 5.1) |
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*24.1 |
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Power of Attorney |
Exhibit 5.1
March 2, 2016
V.F. Corporation
105 Corporate Center Blvd.
Greensboro, North Carolina 27408
Ladies and Gentlemen:
I am the Vice President
and General Counsel and the Secretary of V.F. Corporation, a Pennsylvania corporation (V.F.) which has a principal place of business located in Greensboro, North Carolina. In that capacity, I have acted as counsel for V.F. in connection
with Post-Effective Amendment No. 1 to Registration Statement No. 333-188437 on Form S-8 (the Registration Statement) of V.F., to be filed with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933 (the Act). The Registration Statement relates to the offering and sale by the Company of shares of common stock, without par value, stated capital $.25 per share (the Shares) of the Company pursuant to
the VF 401k Savings Plan (the VF 401k Savings Plan).
Effective January 7, 2015, the V.F. Corporation Retirement Savings
Plan for Hourly Employees (the Hourly Plan) was merged into the V.F. Corporation Retirement Savings Plan for Salaried Employees (the Salaried Plan) and the name of the Salaried Plan was changed to the VF 401k Savings Plan.
The merger of the Hourly Plan and the Salaried Plan is herein referred to as the Merger.
My opinion expressed herein is based
exclusively on the applicable provisions of the Pennsylvania Business Corporation Law and federal securities laws as in effect on the date hereof. In connection with this offering, I have examined the Registration Statement, including the exhibits
thereto, the originals or copies, certified or otherwise identified to my satisfaction, of the plan documents for the Salaried Plan and the Hourly Plan, certain amendments to the Salaried Plan and the Hourly Plan, resolutions of the VF Corporation
Pension Plan Committee (recently renamed the VF Retirements Plans Committee), resolutions of Authorized Officers of the Company, the Articles of Incorporation and the By-Laws of the Company as amended to date, and such other documents and corporate
records relating to the Company and the Merger as I have deemed appropriate for the purpose of rendering the opinion expressed herein.
On
the basis of the foregoing, I am of the opinion that the Shares, when issued pursuant to and in accordance with the VF 401k Savings Plan, will be legally issued, fully paid and non-assessable.
This opinion is being furnished to you solely for submission to the Securities and Exchange Commission as an exhibit to the Registration
Statement and, accordingly, may not be relied upon, quoted in any manner to, or delivered to any other person or entity, without in each instance my prior written consent. This opinion is rendered as of the date hereof and I assume no obligation to
modify, update or supplement this opinion to reflect any facts or circumstances which may hereafter come to my attention, or any changes in laws which may hereafter occur.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. By
providing such consent, I do not admit that I come within the categories of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
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Yours very truly, |
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/s/ Laura C. Meagher |
Vice President, General Counsel and Secretary |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 of our report dated
March 2, 2016 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in V.F Corporations Annual Report on Form 10-K for the year ended
January 2, 2016.
/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
March 2, 2016
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