Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WOLVERINE WORLD WIDE, INC.
(Exact Name of Registrant as Specified in Its Charter)
__________________
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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38-1185150
(I.R.S. Employer
Identification Number)
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9341 Courtland Drive, Rockford, Michigan
(Address of Principal Executive Offices)
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49351
(Zip Code)
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WOLVERINE WORLD WIDE, INC.
1999 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Stephen L. Gulis, Jr.
Executive Vice President, Chief Financial
Officer and Treasurer
Wolverine World Wide, Inc.
9341 Courtland Drive
Rockford, Michigan 49351
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Copies to:
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Jeffrey A. Ott
Warner Norcross & Judd LLP
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
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(Name and Address of Agent for Service)
(616) 866-5500
(Telephone Number, Including Area Code, of Agent for
Service)
CALCULATION OF REGISTRATION FEE
Title of
Securities to be
Registered |
Amount to be
Registered |
Proposed Maximum
Offering Price
Per Share (3)(4) |
Proposed Maximum
Aggregate
Offering Price(3)(4) |
Amount of
Registration Fee |
Common Stock,
$1 Par Value(1) |
2,000,000 shares(2) |
$10.16 |
$20,320,000 |
$5,364.48
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| (1) |
Includes the Series B Preferred
Stock Purchase Rights (ARights@)
attached to each share of Common Stock. Until the occurrence of certain
prescribed events, the Rights are not exercisable, are evidenced by the
certificate representing the Wolverine World Wide, Inc. Common Stock, and
may be transferred only with such shares of Common Stock. |
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| (2) |
Pursuant to Rule 416, this registration
statement also includes an indeterminate number of additional shares as
may be required to be issued in the event of an adjustment as a result
of an increase in the number of issued shares of Common Stock resulting
from a subdivision of such shares, the payment of stock dividends or certain
other capital adjustments. |
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| (3) |
Estimated solely for the purpose
of calculating the registration fee. |
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| (4) |
On December 17, 1999, the average
of the high and low prices of Common Stock of Wolverine World Wide, Inc.
on the New York Stock Exchange was $10.16 per share. The registration fee
is computed in accordance with Rule 457(h) and (c). |
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference. |
The following documents filed by Wolverine World Wide, Inc. (the ACompany@
or the ARegistrant@)
with the Securities and Exchange Commission are incorporated in this registration
statement by reference:
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(a) The Registrant's
latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the AExchange
Act@). |
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(b) All other reports
filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the annual report referred to in (a)
above. |
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(c) The description
of the Registrant's Common Stock,
$1 par value, which is contained in the Registrant's
Registration Statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description. |
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All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment that indicates that all securities offered have
been sold or that deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and
to be a part of this registration statement from the date of filing of
such documents.
| Item 4. |
Description of Securities. |
Not applicable.
| Item 5. |
Interest of Named Experts and Counsel. |
Not applicable.
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| Item 6. |
Indemnification of Directors and Officers. |
Under Section 145 of the Delaware General Corporation Law, the Company
is permitted to indemnify its directors and officers (among others) against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such persons in connection with actions, suits or
proceedings arising out of that person's
acting in a corporate capacity or at the request of the Company if such
person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company. That section
also requires that such indemnification be made to the extent that such
person has been successful on the merits or otherwise in defense of any
such action, suit or proceeding.
Similarly, Article Nine of the Company's
amended Certificate of Incorporation requires the Company to indemnify
a present or former director, officer, employee or agent of the Company
against any and all expenses, judgments, fines and amounts reasonably incurred
in connection with any pending or threatened action, suit or proceeding,
civil or criminal, in which such person may become involved by reason of
his or her being or having been a director, officer, employee or agent
of the Company or any firm, corporation or organization which he or she
served in any capacity at the request of the Company. It is a condition
to indemnification in connection with any such action, suit, or proceeding
that such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company and,
in criminal proceedings, had no reasonable cause to believe his or her
conduct was unlawful. Furthermore, where such action, suit or proceeding
is by or in the right of the Company, indemnification is not permitted
unless and then only to the extent that the Court of Chancery of the State
of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability
but in view of all of the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses.
Termination of an action, suit or proceeding, civil or criminal, by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent does not, of itself, create a presumption that such person did
not meet the required standard of conduct. The determination that a person
has or has not met the standard of conduct required for indemnification
may only be made by (i) the Board of Directors by a majority of a quorum
consisting of the directors who were not party to such action, suit or
proceeding, (ii) by written opinion of independent legal counsel who may
be the regular counsel of the Company, or (iii) by the stockholders of
the Company. These indemnification rights are expressly declared to be
additional to such other rights to which any officer or director may be
entitled by contract or as a matter or law. The Company also maintains
in force a policy of directors and officers liability insurance.
Article Ten of the Company's
amended Certificate of Incorporation provides that no director of the Company
will be personally liable to the Company or to the stockholders for any
breach of fiduciary duty. Article Ten does not affect the liability of
a
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director for any breach of his or her duty of loyalty, for acts or omissions
not in good faith or that involve intentional misconduct, for any conduct
proscribed under Section 174 of the Delaware General Corporation Law, or
for any transaction from which the director derived an improper personal
benefit.
In addition, the Company has entered into indemnity agreements with each
director and officer of the Company. The indemnity agreements indemnify
each director and officer against all expenses incurred in connection with
any actions or investigation involving the director or officer by reason
of his or her position with the Company (or with another entity at the
Company's request). The directors
and officers will also be indemnified for costs, including judgments, fines
and penalties, indemnifiable under Delaware law or under the terms of any
current or future liability insurance policy maintained by the Company
that covers the directors and officers. A director or officer involved
in a derivative suit will be indemnified for expenses and amounts paid
in settlement. Indemnification is dependent in every instance on the director
or officer meeting the standards of conduct set forth in the indemnity
agreements. If a potential change in control occurs, the Company will fund
a trust to satisfy its anticipated indemnification obligations.
| Item 7. |
Exemption from Registration Claimed. |
Not applicable.
The following exhibits have been filed or incorporated by reference as
part of this registration statement:
Exhibit
Number |
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Document |
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| 4.1 |
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The Company's Certificate of Incorporation as
amended, previously filed as Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the period ended June 14, 1997, is incorporated
herein by reference. |
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| 4.2 |
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The Company's Amended and Restated Bylaws, previously
filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended January 2, 1999, are incorporated herein by reference. |
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| 4.3 |
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The Rights Agreement dated as of April 17, 1997,
previously filed as an exhibit to the Company's
Form 8-A registration statement filed on April 12, 1997, is incorporated
herein by reference. |
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| 5.1 |
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Opinion Regarding Legality of Securities Offered. |
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| 23.1 |
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Consent of Warner Norcross & Judd LLP--Included
in Exhibit 5.1 and incorporated herein by reference. |
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| 23.2 |
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Consent of Ernst & Young LLP. |
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| 24 |
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Powers of Attorney. |
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(a) The undersigned
Registrant hereby undertakes: |
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(1) To file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement to: |
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(i) include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities
Act"); |
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(ii) 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 |
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(iii) 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; |
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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 periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in the registration statement. |
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(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. |
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(3) To remove
from registration by means of a post-effective amendment any of the securities
being registered that remain unsold at the termination of the offering. |
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(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 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. |
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(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 Securities and Exchange 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. |
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SIGNATURES
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 the City of Rockford, State of Michigan, on this 23rd day
of December, 1999.
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WOLVERINE WORLD WIDE, INC.
By /s/Stephen L. Gulis, Jr.
Stephen L. Gulis, Jr.
Executive Vice President, Chief Financial
Officer and Treasurer (Principal Financial
and Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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Geoffrey B. Bloom |
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Chief Executive Officer and
Chairman of the Board of
Directors (Principal Executive
Officer) |
December 23, 1999 |
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Timothy J. O'Donovan |
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President and Director |
December 23, 1999 |
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/s/Stephen L. Gulis, Jr.
Stephen L. Gulis, Jr. |
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Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and
Accounting Officer) |
December 23, 1999 |
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*
Daniel T. Carroll |
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Director |
December 23, 1999 |
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Signature
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Title
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Date
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Donald V. Fites |
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Director |
December 23, 1999 |
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Alberto L. Grimoldi |
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Director |
December 23, 1999 |
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David T. Kollat |
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Director |
December 23, 1999 |
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Phillip D. Matthews |
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Director |
December 23, 1999 |
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David P. Mehney |
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Director |
December 23, 1999 |
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Joseph A. Parini |
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Director |
December 23, 1999 |
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Joan Parker |
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Director |
December 23, 1999 |
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Elizabeth A. Sanders |
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Director |
December 23, 1999 |
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Paul D. Schrage |
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Director |
December 23, 1999 |
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*By /s/Stephen L. Gulis, Jr.
Stephen L. Gulis, Jr.
Attorney-in-Fact |
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December 23, 1999 |
8
EXHIBIT INDEX
Exhibit
Number |
Document |
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| 4.1 |
The Company's Certificate of Incorporation as
amended, previously filed as Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the period ended June 14, 1997, is incorporated
herein by reference. |
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| 4.2 |
The Company's Amended and Restated Bylaws, previously
filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended January 2, 1999, are incorporated herein by reference. |
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| 4.3 |
The Rights Agreement dated as of April 17, 1997,
previously filed as an exhibit to the Company's
Form 8-A registration statement filed on April 12, 1997, is incorporated
herein by reference. |
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| 5.1 |
Opinion Regarding Legality of Securities Offered. |
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| 23.1 |
Consent of Warner Norcross & Judd LLP--Included
in Exhibit 5.1 and incorporated herein by reference. |
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| 23.2 |
Consent of Ernst & Young LLP. |
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| 24 |
Powers of Attorney. |
9
