KATE Kate Spade & Company

LIZ CLAIBORNE, INC. 1981 STOCK OPTION PLAN

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.  (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

---

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (the “ Post-Effective Amendments ”) are being filed by Kate Spade & Company, a Delaware corporation (the “ Registrant ”), to withdraw and remove from registration all shares of the Registrant’s common stock, $1.00 par value per share (the “ Shares ”) remaining unissued and unsold under the following Registration Statements on Form S-8, in each case as amended by any post-effective amendments thereto (each, a “ Registration Statement ”, and collectively, the “ Registration Statements ”) filed by the Registrant with the Securities and Exchange Commission (the “ SEC ”):

·

Registration Statement No. 2-77590, filed on May 19, 1982, registering the offer and sale of 200,000 of the Registrant’s Shares, issuable pursuant to the Liz Claiborne, Inc. 1981 Stock Option Plan;

·

Registration Statement No. 2-95258, filed on January 11, 1985, registering the offer and sale of 414,507 of the Registrant’s Shares and 10,000,000 participation interests in the Liz Claiborne Savings Plan, issuable pursuant to the Liz Claiborne Savings Plan;

·

Registration Statement No. 033-00661, filed on October 4, 1985, registering the offer and sale of 1,000,000 of the Registrant’s Shares, issuable pursuant to the Liz Claiborne, Inc. 1984 Stock Option Plan;

·

Registration Statement No. 333-54560, filed on January 29, 2001, registering the offer and sale of 5,000,000 of the Registrant’s Shares, issuable pursuant to the Liz Claiborne, Inc. 2000 Stock Incentive Plan;

·

Registration Statement No. 333-105527, filed on May 23, 2003, registering the offer and sale of 9,000,000 of the Registrant’s Shares, issuable pursuant to the Liz Claiborne, Inc. 2002 Stock Incentive Plan;

·

Registration Statement No. 333-130382, filed on December 16, 2005, registering the offer and sale of 5,000,000 of the Registrant’s Shares, issuable pursuant to the Liz Claiborne, Inc. 2005 Stock Incentive Plan;

·

Registration Statement No. 333-174783, filed on June 8, 2011, registering the offer and sale of 3,000,000 of the Registrant’s Shares, issuable pursuant to the Liz Claiborne, Inc. 2011 Stock Incentive Plan (the “2011 Plan”), as amended by the Post-Effective Amendment No. 1, filed on June 21, 2013 (File no. 333-186094); and

·

Registration Statement No. 333-189384, filed on June 17, 2013, registering the offer and sale of an aggregate of 9,737,787 of the Registrant’s Shares, issuable pursuant to the Fifth & Pacific Companies, Inc. 2013 Stock Incentive Plan.

On May 7, 2017, the Registrant entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Coach, Inc., a Maryland corporation (“ Parent ”), and Chelsea Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Purchaser ”).

Pursuant to the Merger Agreement, Purchaser commenced a tender offer (the “ Offer ”) on May 26, 2017 to acquire any and all of the Registrant’s Shares for $18.50 per Share, net to the seller in cash, without interest thereon (the “ Offer Price ”) and less any applicable withholding taxes. The Offer expired at 5:00 p.m. New York City time on July 10, 2017 (the “ Expiration Time ”) and all conditions were satisfied. Broadridge Corporate Issuer Solutions, Inc., in its capacity as depositary and paying agent for the Offer, advised the Registrant and Purchaser that, as of the Expiration Time, 74.92% of the outstanding Shares was validly tendered and not properly withdrawn pursuant to the Offer. On July 11, 2017, Purchaser accepted for purchase and payment all such Shares validly tendered and not properly withdrawn pursuant to the Offer prior to the Expiration Time and made payment for such Shares.

On July 11, 2017, as a result of its acceptance of, and payment for, the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the merger of Purchaser with and into the Registrant (the “ Merger ”) without a vote of the stockholders of the Registrant pursuant to Section 251(h) of the Delaware General Corporation Law (the “ DGCL ”). Accordingly, following the consummation of the Offer, Parent and Purchaser effected the Merger pursuant to Section 251(h) of the DGCL with the Registrant continuing as the surviving corporation in the Merger and thereby becoming a wholly-owned subsidiary of Parent. At the effective time of the Merger, each Share (other than Shares owned by (i) Parent, the Registrant (including Shares held in treasury) or any of their wholly-owned subsidiaries, which Shares were cancelled and ceased to exist or (ii) any person who is entitled to and properly demands statutory appraisal of his, her or its Shares under Delaware law) was converted into the right to receive an amount in cash equal to the Offer Price, less any applicable withholding taxes.

In addition, on July 12, 2017, the New York Stock Exchange intends to file Form 25 to delist the Registrant’s Shares.  The Registrant intends to file Form 15 to terminate registration under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and its duty to file reports under Sections 13 and 15(d) of the Exchange Act.

As a result of the Merger, the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Registrant hereby terminates the effectiveness of each Registration Statement and, in accordance with an undertaking made by the Registrant in Part II of each Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Registrant registered but unsold under the Registration Statements as of the effective time of the Merger.