UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
-----------------------
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: May 23, 2005
TIFFANY & CO.
(Exact name of Registrant as specified in its charter)
Delaware 1-9494 13-3228013
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
727 Fifth Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 755-8000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Registrant makes various grants and awards of cash, stock and stock units, and
provides various benefits, to its directors, executive officers and other
management employees pursuant to its 1998 Directors Option Plan and the 1998 and
2005 Employee Incentive Plans and pursuant to various retirement plans, formal
agreements and informal agreements. The Compensation Committee of Registrant's
Board of Directors made various changes to date in fiscal 2005. Forms of changed
awards, terms and agreements subject to such changes made to date in fiscal 2005
are attached as exhibits hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
4.3 Amended and Restated 1998 Employee Incentive Plan
effective May 19, 2005.
10.49a Form of Indemnity Agreement, approved by the Board of
Directors on March 11, 2005 for use with all directors
and executive officers. Corrected version.
10.140a Form of Terms of Performance-Based Restricted Stock Unit
Grants to Executive Officers under Registrant's 1998
Employee Incentive Plan and 2005 Employee Incentive Plan.
10.141a Form of Non-Competition and Confidentiality Covenants for
use in connection with Performance-Based Restricted Stock
Unit Grants to Registrant's Executive Officers and
Time-Vested Restricted Unit Awards made to other officers
of Registrant's affiliated companies pursuant to the
Registrant's 1998 Employee Incentive Plan and pursuant to
the Tiffany and Company Un-funded Retirement Income Plan
to Recognize Compensation in Excess of Internal Revenue
Code Limits.
10.143a Terms of Stock Option Award (Standard Non-Qualified
Option) under Registrant's 1998 Employee Incentive Plan
as revised May 19, 2005.
10.144a Terms of Stock Option Award (Transfereable Non-Qualified
Option)under Registrant's 1998 Employee Incentive Plan as
revised May 19, 2005(form used for Executive Officers).
10.145 2005 Employee Incentive Plan as adopted May 19, 2005.
10.146 Form of Terms of Time-Vested Restricted Stock Unit Grants
under Registrant's 1998 Employee Incentive Plan and 2005
Employee Incentive Plan.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TIFFANY & CO.
BY: /s/ Patrick B. Dorsey
______________________________________
Patrick B. Dorsey
Senior Vice President, General Counsel
and Secretary
Date: May 23, 2005
EXHIBIT INDEX
Exhibit No. Description
4.3 Amended and Restated 1998 Employee Incentive Plan
effective May 19, 2005.
10.49a Form of Indemnity Agreement, approved by the Board of
Directors on March 11, 2005 for use with all directors
and executive officers. Corrected version.
10.140a Form of Terms of Performance-Based Restricted Stock Unit
Grants to Executive Officers under Registrant's 1998
Employee Incentive Plan and 2005 Employee Incentive Plan.
10.141a Form of Non-Competition and Confidentiality Covenants for
use in connection with Performance-Based Restricted Stock
Unit Grants to Registrant's Executive Officers and
Time-Vested Restricted Unit Awards made to other officers
of Registrant's affiliated companies pursuant to the
Registrant's 1998 Employee Incentive Plan and pursuant to
the Tiffany and Company Un-funded Retirement Income Plan
to Recognize Compensation in Excess of Internal Revenue
Code Limits.
10.143a Terms of Stock Option Award (Standard Non-Qualified
Option) under Registrant's 1998 Employee Incentive Plan
as revised May 19, 2005.
10.144a Terms of Stock Option Award (Transfereable Non-Qualified
Option)under Registrant's 1998 Employee Incentive Plan as
revised May 19, 2005(form used for Executive Officers).
10.145 2005 Employee Incentive Plan as adopted May 19, 2005.
10.146 Form of Terms of Time-Vested Restricted Stock Unit Grants
under Registrant's 1998 Employee Incentive Plan and 2005
Employee Incentive Plan.