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As filed with the Securities and Exchange Commission on June 15, 2017
Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

____________________________________________

Abercrombie & Fitch Co.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
31-1469076
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer Identification No.)
6301 Fitch Path, New Albany, Ohio 43054
(Address of Principal Executive Offices) (Zip Code)
Abercrombie & Fitch Co.
2016 Long-Term Incentive Plan for Associates,
as amended effective June 15, 2017
(Full Title of the Plan)

Robert E. Bostrom
Senior Vice President, General Counsel and Corporate Secretary
Abercrombie & Fitch Co.
6301 Fitch Path
New Albany, Ohio 43054
____________________________(614) 283-6500____________________________
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

With Copy To:
Elizabeth Turrell Farrar, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
______________________ (614) 464-5607 ______________________

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
x
Accelerated filer
o
Non-accelerated filer
o (Do not check if a smaller reporting company)
Smaller reporting company
Emerging growth company
o
o
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. o

____________________________________________

CALCULATION OF REGISTRATION FEE



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
Class A Common Stock, par value $0.01 per share
1,200,000 shares
$12.70 (2)
$15,240,000
$1,766.32

(1)
In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also covers an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance and delivery pursuant to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates (as amended, the “Plan”) in accordance with the anti-dilution provisions of the Plan as the result of a stock split, reverse stock split, stock dividend, recapitalization or other similar transaction or adjustment affecting the Class A Common Stock of Abercrombie & Fitch Co. (the “Registrant”) as specified in such anti-dilution provisions.

(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act and computed on the basis of the average of the high and low sales prices for a share of Class A Common Stock as reported on the New York Stock Exchange on June 12, 2017.




TABLE OF CONTENTS
Page

Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
1

Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
1

Item 3. Incorporation of Documents by Reference
1

Item 4. Description of Securities
2

Item 5. Interests of Named Experts and Counsel
2

Item 6. Indemnification of Directors and Officers
2

Item 7. Exemption from Registration Claimed
4

Item 8. Exhibits
4

Item 9. Undertakings
5

SIGNATURES
7

EXHIBIT INDEX
9





Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates (as amended effective as of June 15, 2017, the “Plan”) as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement on Form S-8 (this “Registration Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.


Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been previously filed by Abercrombie & Fitch Co. (the “Registrant” or the “Company”) with the Commission, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof:

(i)
the Annual Report on Form 10-K of the Registrant for the fiscal year ended January 28, 2017, filed with the Commission on March 27, 2017;

(ii)
the Quarterly Report on Form 10-Q of the Registrant for the quarterly period ended April 29, 2017, filed with the Commission on June 5, 2017, as amended by the Quarterly Report on Form 10-Q/A (Amendment No. 1) of the Registrant for the quarterly period ended April 29, 2017, filed with the Commission on June 6, 2017;

(iii)
the Current Reports on Form 8-K (excluding any information furnished under Item 2.02 or Item 7.01 thereof) of the Registrant filed with the Commission on February 1, 2017, February 16, 2017, February 21, 2017, March 31, 2017, May 12, 2017, and May 23, 2017; and

(iv)
the description of the Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of the Registrant contained in the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 3, 2002, filed with the Commission on September 16, 2002, as amended by the description of the Class A Common Stock contained in the Current Report on Form 8-K filed by the Registrant with the Commission on June 16, 2009, the Current Report on Form 8-K filed by the Registrant with the Commission on June 17, 2011, the Current Report on Form 8‑K filed by the Registrant with the Commission on November 21, 2011 and the Current Report on Form 8‑K filed by the Registrant with the Commission on January 28, 2014, together with any subsequent amendments or reports filed for the purpose of updating such description.

All documents which may be filed by the Registrant with the Commission pursuant to Section 13(a), Section 13(c), Section 14 or Section 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference in this Registration Statement and to be made a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated herein by reference, or contained in this Registration Statement, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is or is

1



deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

On behalf of the Registrant, the law firm of Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio 43215, will pass upon the validity of the issuance of the securities being registered on this Registration Statement. As of June 13, 2017, members of Vorys, Sater, Seymour and Pease LLP, and attorneys employed thereby or of counsel thereto, together with members of their immediate families, owned an aggregate of 11,310 shares of Class A Common Stock of the Registrant.

Item 6. Indemnification of Directors and Officers.

Delaware General Corporation Law

Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation may 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, by reason of the fact that the person is or was a director or officer of the corporation or is or was serving at the corporation’s request as a director, officer, employee or agent of another entity, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe the person’s conduct was unlawful. In the case of an action by or in the right of the corporation, however, such indemnification may only apply to expenses actually and reasonably incurred in connection with the defense or settlement of the action or suit and no such indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that an appropriate court determines that such person is fairly and reasonably entitled to indemnification for such expenses the court deems proper. To the extent that such person has been successful on the merits or otherwise in defending any action, suit or proceeding referred to above or any claim, issue or matter therein, the corporation must indemnify such person against the expenses actually and reasonably incurred by such person in connection therewith.

Amended and Restated Bylaws

Article V of the Registrant’s Amended and Restated Bylaws provides as follows:

Section 5.01. Indemnification . (a) The corporation shall indemnify and hold harmless any person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, his testator, or intestate is or was a director or officer 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, or as a member of any committee or similar

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Abercrombie & Fitch Co. Reports QUARTER RESULTS - Nov. 20, 2017
Abercrombie & Fitch Co. Reports Declaration Of Quarterly Cash Dividend Of $0.20 Per Share - Nov. 15, 2017

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