0001214659-12-001376.txt : 20120329 0001214659-12-001376.hdr.sgml : 20120329 20120329210027 ACCESSION NUMBER: 0001214659-12-001376 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120319 FILED AS OF DATE: 20120329 DATE AS OF CHANGE: 20120329 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FITZGERALD DEIRDRE CENTRAL INDEX KEY: 0001545346 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12552 FILM NUMBER: 12725746 MAIL ADDRESS: STREET 1: C/O THE TALBOTS, INC. STREET 2: ONE TALBOTS DRIVE CITY: HINGHAM STATE: MA ZIP: 02043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TALBOTS INC CENTRAL INDEX KEY: 0000912263 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 411111318 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 BUSINESS ADDRESS: STREET 1: ONE TALBOTS DRIVE CITY: HINGHAM STATE: MA ZIP: 02043 BUSINESS PHONE: 7817497600 MAIL ADDRESS: STREET 1: ONE TALBOTS DRIVE CITY: HINGHAM STATE: MA ZIP: 02043 3 1 c329121f3.xml X0205 3 2012-03-19 0 0000912263 TALBOTS INC TLB 0001545346 FITZGERALD DEIRDRE C/O THE TALBOTS, INC. ONE TALBOTS DRIVE HINGHAM MA 02043 0 1 0 0 EVP, Gen Merchandise Manager Common Stock, par value $0.01 per share 17375 D Executive Stock Options (Right to Buy) 26.64 2014-08-09 Common Stock 2000 D Executive Stock Options (Right to Buy) 31.62 2015-03-11 Common Stock 2000 D Executive Stock Options (Right to Buy) 25.56 2016-03-03 Common Stock 2000 D Executive Stock Options (Right to Buy) 24.91 2017-03-09 Common Stock 2000 D Executive Stock Options (Right to Buy) 2.36 2019-04-30 Common Stock 8500 D Executive Stock Options (Right to Buy) 5.83 2021-04-04 Common Stock 12097 D Includes 10,984 shares of unvested restricted stock, granted pursuant to The Talbots, Inc. 2003 Executive Stock Based Incentive Plan, as amended, a Rule 16b-3 plan (the "Plan"), which vest as follows: 2,667 restricted shares granted on February 26, 2010 are scheduled to vest on February 26, 2013; 2,667 restricted shares granted on November 9, 2010 are scheduled to vest in 50% increments on November 9, 2012 and November 9, 2013; and 5,650 restricted shares granted on April 4, 2011 are scheduled to vest in one-third increments on April 4, 2012, April 4, 2013 and April 4, 2014. Granted as non-qualified options pursuant to the Plan. All options are currently exercisable. Of these options, 4,250 are currently exercisable, and the remaining 4,250 are scheduled to vest and become exercisable on April 30, 2012. Options are scheduled to vest and become exercisable in one-third increments on April 4, 2012, April 4, 2013, and April 4, 2014. Exhibit 24 - Power of Attorney /s/ Warren J. Casey, Attorney-in-Fact 2012-03-29 EX-24 2 ex24.htm Unassociated Document
Exhibit 24
 
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Richard T. O’Connell, Jr., John L. Florio, Mara D. Calame, Matthew Benson and the following attorneys at Day Pitney LLP: Warren J. Casey and Ellen S. Knarr, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer of The Talbots, Inc. (the “Company”), a Form ID, Forms 3, 4 and 5 and any other documents necessary to facilitate the filing of reports in accordance with Section 16(a) of the Securities Exchange Act and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID or Forms 3, 4 or 5, complete and execute any amendment or amendments thereto, and file such forms with the SEC and any stock exchange or similar authority; and

(3) take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such  capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of March, 2012.



/s/ Deirdre FitzGerald
  
Signature
  
   
Deirdre FitzGerald
  
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