0001193125-13-207223.txt : 20130508 0001193125-13-207223.hdr.sgml : 20130508 20130508151501 ACCESSION NUMBER: 0001193125-13-207223 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130508 DATE AS OF CHANGE: 20130508 EFFECTIVENESS DATE: 20130508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: V F CORP CENTRAL INDEX KEY: 0000103379 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 231180120 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-188437 FILM NUMBER: 13824219 BUSINESS ADDRESS: STREET 1: 105 CORPORATE CENTER BOULEVARD CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: (336)424-6000 MAIL ADDRESS: STREET 1: P. O. BOX 21488 CITY: GREENSBORO STATE: NC ZIP: 27420 FORMER COMPANY: FORMER CONFORMED NAME: VF CORPORATION DATE OF NAME CHANGE: 19900621 FORMER COMPANY: FORMER CONFORMED NAME: VANITY FAIR MILLS INC DATE OF NAME CHANGE: 19690520 S-8 1 d532398ds8.htm FORM S-8 Form S-8

As filed with the Securities and Exchange Commission on May 8, 2013

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

V.F. CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   23-1180120

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

105 Corporate Center Blvd.

Greensboro, North Carolina 27408

(Address of Principal Executive Offices, including Zip Code)

 

 

VF CORPORATION RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES

VF CORPORATION RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES (formerly known as:

VF CORPORATION TAX-ADVANTAGED 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.

 

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 shares to be registered  

Amount

to be

registered (1)

 

Proposed

maximum

offering price

per share (2)

 

Proposed

maximum

aggregate

offering price

  Amount of
registration fee

Common Stock (no par value; stated capital $1.00 per share)

  2,000,000 (3)   $175.585   $351,170,000   $47,900

Common Stock (no par value; stated capital $1.00 per share)

  300,000 (4)   $175.585   $52,675,500   $7,185

Total

              $55,085

 

 

(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this registration statement also covers an indeterminate amount of: (a) interests to be offered or sold pursuant to the employee benefit plans described herein, and (b) additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the VF Corporation Retirement Savings Plan for Salaried Employees or the VF Corporation Retirement Savings Plan for Hourly Employees for any future stock split, stock dividend or similar adjustment of the outstanding Common Stock of the Registrant.
(2) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933. The price and fee are computed based upon $175.585, the average of the high and low prices for the Common Stock reported on the New York Stock Exchange on May 2, 2013.
(3) Reserved for issuance pursuant to the VF Corporation Retirement Savings Plan for Salaried Employees.
(4) Reserved for issuance pursuant to the VF Corporation Retirement Savings Plan for Hourly Employees.

 

 

 


Explanatory Note

Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed in order to register the following:

Two million additional shares of Common Stock, no par value, stated capital $1.00 per share, of V.F. Corporation (“V.F.” or the “Company”) with respect to two currently effective Registration Statements on Form S-8 of the Company relating to the VF Corporation Retirement Savings Plan for Salaried Employees (the “Salaried Plan”). The contents of Registration Statement on Form S-8 as filed on July 23, 1998, Registration No. 333-59727, as amended, and the contents of Registration Statement on Form S-8 as filed on November 6, 2006, Registration No. 333-138458 are incorporated by reference into this Registration Statement;

Three hundred thousand additional shares of Common Stock, no par value, stated capital $1.00 per share, of the Company with respect to a currently effective Registration Statement on Form S-8 of the Company relating to the VF Corporation Retirement Savings Plan for Hourly Employees (the “Hourly Plan”). The contents of Registration Statement on Form S-8 as filed on March 31, 1998, Registration No. 333-49023, is incorporated by reference into this Registration Statement; and

The Salaried Plan and the Hourly Plan are collectively referred to in this Registration Statement as the “Plans”.

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 28,884 shares of the Company’s 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 and amounts paid in settlement actually and reasonably incurred by him in connection with such

 

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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. In addition, 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.

The indemnification provided for under the BCL is not exclusive of any other rights of indemnification. 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 Company. 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 Company 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 be determined that such person is not entitled to be indemnified by the Company 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.

 

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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 director’s personal liability for monetary damages does not apply to a director’s 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 insured’s 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.

 

  5.1    Opinion of Laura C. Meagher, Esq.
23.1    Consent of PricewaterhouseCoopers LLP
23.2    Consent of Laura C. Meagher, Esq. (included in Exhibit 5.1)
24.1    Power of Attorney

 

* Incorporated by reference.

 

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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 May 8, 2013.

 

V.F. CORPORATION
By:  

/s/ Eric C. Wiseman

  Eric C. Wiseman
  President 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.

 

    

SIGNATURE

  

DATE

 

/s/ Eric C. Wiseman

   May 8, 2013
  Eric C. Wiseman   
  President and Chief Executive Officer   
 

/s/ Robert K. Shearer

   May 8, 2013
  Robert K. Shearer   
  Senior Vice President and   
  Chief Financial Officer   
 

/s/ Scott A. Roe

   May 8, 2013
  Scott A. Roe   
  Vice President — Controller   
  (Chief Accounting Officer)   

 

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DIRECTORS

 

Richard T. Carucci*      George Fellows*       Clarence Otis, Jr.*
Juliana L. Chugg*      Robert J. Hurst*       Raymond G. Viault *
Juan Ernesto de Bedout*      Laura Lang*       Eric C. Wiseman*
Ursula O. Fairbairn*      W. Alan McCollough *      
  *By:   

/s/ Laura C. Meagher

      Date: May 8, 2013
     Laura C. Meagher,      
     Attorney-In-Fact      

 

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EXHIBIT INDEX

 

  5.1    Opinion of Laura C. Meagher, Esq.
23.1    Consent of PricewaterhouseCoopers LLP
23.2    Consent of Laura C. Meagher, Esq. (included in Exhibit 5.1)
24.1    Power of Attorney
EX-5.1 2 d532398dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

May 8, 2013

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 (the “Company”), which has a principal place of business located in Greensboro, North Carolina. In that capacity, I have acted as counsel for the Company in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company, 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 an additional 2,000,000 shares of common stock, without par value, stated capital $1.00 per share (the “Shares”) of the Company pursuant to the VF Corporation Retirement Savings Plan for Salaried Employees (the “Salaried Plan”), and an additional 300,000 Shares of the Company pursuant to the VF Corporation Retirement Savings Plan for Hourly Employees (the “Hourly Plan”). The Salaried Plan and the Hourly Plan are collectively referred to as, the “Plans”.

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 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 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 Plans, 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 our 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.

 

Yours Very Truly

/s/ Laura C. Meagher

Laura C. Meagher
Vice President, General Counsel and Secretary
EX-23.1 3 d532398dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 27, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in V.F. Corporation’s Annual Report on Form 10-K for the year ended December 29, 2012.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Greensboro, NC

May 8, 2013

EX-24.1 4 d532398dex241.htm EX-24.1 EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned V.F. Corporation, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (“V.F.”), and the undersigned directors and officers of V.F. hereby constitute and appoint Eric C. Wiseman and Laura C. Meagher, and each of them, severally, his or her true and lawful attorneys and agents at any time and from time to time to do any and all acts and things and execute in his or her name (whether on behalf of V.F., or by attesting the seal of V.F. or otherwise), any and all instruments and documents which said attorneys and agents, or any of them, may deem necessary or advisable and may be required to enable V.F. to comply with the Securities Act of 1933 and any rules, regulations or requirements of the Securities and Exchange Commission (“Commission”) in respect thereof, in connection with the Plan and shares of Common Stock of V.F. offered pursuant to or in connection with the Plan, including specifically, but without limiting the generality of the foregoing, power of attorney to sign the name of V.F. and affix the corporate seal and to sign the names of the undersigned directors and officers to all registration statements, and all amendments and supplements thereto, on Form S-8 or S-8/S-3 or on any other appropriate Form, hereafter filed with the Commission and all instruments or documents filed as a part thereof or in connection therewith, and each of the undersigned hereby ratifies and confirms all that said attorneys, agents, or any of them, shall do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, each of the undersigned has subscribed to these presents as of the 23rd day of April, 2013.

 

/s/ Richard T. Carucci

    

/s/ Laura W. Lang

Richard T. Carucci, Director      Laura W. Lang, Director

/s/ Juliana Chugg

    

/s/ W. Alan McCollough

Juliana L. Chugg, Director      W. Alan McCollough, Director

/s/ Juan Ernesto de Bedout

    

/s/ Clarence Otis, Jr.

Juan Ernesto de Bedout, Director      Clarence Otis, Jr., Director

/s/ Ursula O. Fairbairn

    

 

Ursula O. Fairbairn, Director      Matthew J. Shattock, Director

/s/ George Fellows

    

/s/ Raymond G. Viault

George Fellows, Director      Raymond G. Viault, Director

/s/ Robert J. Hurst

    

/s/ Eric C. Wiseman

Robert J. Hurst, Director      Eric C. Wiseman, Director