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As Of Filer Filing For·On·As Docs:Size 5/28/21 Gap Inc. S-8 5/28/21 4:118K |
Document/Exhibit Description Pages Size 1: S-8 Registration Statement - Securities for an HTML 52K Employee Benefit Plan 2: EX-5.1 Opinion of Counsel re: Legality HTML 10K 3: EX-23.1 Consent of Expert or Counsel HTML 5K 4: EX-24.1 Power of Attorney HTML 10K
Document |
As filed with the Securities and Exchange Commission on May 28, 2021 Registration No. 333- |
Delaware (State or other jurisdiction of incorporation or organization) | 94-1697231 (I.R.S.
Employer Identification No.) |
Two Folsom Street | 94105 | ||||
(Address of Principal Executive Offices) | (Zip Code) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ý | Accelerated
filer ¨ | |||||||
Non-accelerated filer ¨ | Smaller reporting company ¨ | |||||||
Emerging growth company ¨ |
Title 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, $0.05 par value (the “Common Stock”) | ||||||||||||||
Authorized for issuance under The Gap, Inc. 2016 Long-Term Incentive Plan (the “LTIP”) | 35,000,000(2) | $32.51(3) | $1,137,850,000(3) | $124,139.43 | ||||||||||
Authorized for issuance under The Gap, Inc. Employee Stock Purchase Plan (the “ESPP”) | 12,000,000(2) | $27.63(4) | $331,560,000(4) | $36,173.20 | ||||||||||
Total | 47,000,000 | N/A | $1,469,410,000 | $160,312.63 |
(a) | The
Registrant’s Annual Report on Form 10-K for the fiscal year ended January 30, 2021, filed with the Commission on March 16, 2021; | ||||
(b) | All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the annual report referred to in clause
(a) above (other than any portions thereof not deemed to be filed); and | ||||
(c) | The description of the Registrant’s Common Stock set forth in the Company’s registration statement on Form 8‑A, filed with the Commission on June 10, 1976, including any amendment or report filed for the purpose of updating such description. |
Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||||||||||||||||||||
Opinion of Orrick, Herrington & Sutcliffe LLP | X | |||||||||||||||||||||||||||||||||||||
Consent of Independent Registered Public Accounting Firm | X | |||||||||||||||||||||||||||||||||||||
Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1) | X | |||||||||||||||||||||||||||||||||||||
Power of Attorney of Directors | X | |||||||||||||||||||||||||||||||||||||
The Gap, Inc. 2016 Long-Term Incentive Plan (as amended and restated effective May 11, 2021) | DEF 14A | 1-7562 | App. B | March 30, 2021 | ||||||||||||||||||||||||||||||||||
The Gap, Inc. Employee Stock Purchase Plan (as amended and restated effective May 11, 2021) | DEF 14A | 1-7562 | App. A | March 30, 2021 |
(a) | The undersigned Registrant hereby undertakes: | ||||||||||
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: | ||||||||||
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; | ||||||||||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and | ||||||||||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; | ||||||||||
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. | |||||||||||
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||||||||||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | ||||||||||
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||||||||||
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
THE GAP, INC. | ||||||||
(Registrant) | ||||||||
By: | /s/ Sonia Syngal | |||||||
Sonia Syngal | ||||||||
Chief Executive Officer |
Signature | Title | Date | ||||||||||||
/s/ Sonia Syngal | Chief Executive Officer and Director | May 28, 2021 | ||||||||||||
(Principal Executive Officer) | ||||||||||||||
/s/ Katrina O’Connell | Executive Vice President and Chief Financial Officer | May 28, 2021 | ||||||||||||
(Principal Financial and Accounting Officer) | ||||||||||||||
* | Director | May 28, 2021 | ||||||||||||
John J. Fisher | ||||||||||||||
* | Director | May 28, 2021 | ||||||||||||
Robert J. Fisher | ||||||||||||||
* | Director | May 28, 2021 | ||||||||||||
William S. Fisher | ||||||||||||||
* | Director | May 28, 2021 | ||||||||||||
Tracy Gardner | ||||||||||||||
* | Director | May 28, 2021 | ||||||||||||
Isabella D. Goren | ||||||||||||||
* | Director | May 28, 2021 | ||||||||||||
Bob L. Martin | ||||||||||||||
* | Director | May 28, 2021 | ||||||||||||
Amy Miles | ||||||||||||||
* | Director | May 28, 2021 | ||||||||||||
Jorge P. Montoya | ||||||||||||||
* | Director | May 28, 2021 | ||||||||||||
Chris O’Neill | ||||||||||||||
* | Director | May 28, 2021 | ||||||||||||
Mayo A. Shattuck III | ||||||||||||||
* | Director | May 28, 2021 | ||||||||||||
Elizabeth A. Smith | ||||||||||||||
* | Director | May 28, 2021 | ||||||||||||
Salaam Coleman Smith |
*By: | /s/ Julie Gruber | ||||
Julie Gruber | |||||
Attorney-in-Fact** |
This ‘S-8’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 5/28/21 | 10-Q, SD | ||
5/24/21 | ||||
5/11/21 | 8-K, DEF 14A | |||
3/30/21 | 4, DEF 14A, DEFA14A | |||
3/16/21 | 10-K, 4 | |||
1/30/21 | 10-K, 5 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/30/21 Gap Inc. DEF 14A 5/11/21 1:9.9M 3/16/21 Gap Inc. 10-K 1/30/21 118:11M |