As filed with the Securities and Exchange Commission on June 6, 2003
Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Saucony, Inc.
(Exact Name Of Registrant As Specified In Its Charter)
Massachusetts 04-1465840
(State Or Other Jurisdiction (I.R.S. Employer Identification No.)
Of Incorporation Or Organization)
13 Centennial Drive, Peabody, Massachusetts 01960
(Address Of Principal Executive Offices) (Zip Code)
2003 Stock Incentive Plan
(Full Title Of The Plan)
Michael Umana
Chief Operating Officer, Senior Vice President,
Finance and Chief Financial Officer
13 Centennial Drive
Peabody, Ma 01960
(Name And Address Of Agent For Service)
(978) 532-9000
(Telephone Number, Including Area Code, Of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered(1) Share Price Registration Fee
- -------------------------- -------------------- ---------------------- ---------------------- ----------------------
Class A Common Stock,
$.33-1/3 par value per
share 250,000 shares $11.35 (2) $2,837,500 (2) $230.00
Class B Common Stock,
$.33-1/3 par value per
share 1,750,000 shares $11.45 (2) $20,037,500 (2) $1,622.00
- -------------------------- -------------------- ---------------------- ---------------------- ----------------------
Total: 2,000,000 shares -- $22,875,000 $1,852.00
========================== ==================== ====================== ====================== ======================
(1) In accordance with Rule 416 under the Securities Act of 1933, as amended,
this registration statement shall be deemed to cover any additional
securities that may from time to time be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, and based upon the average of the high and low sale prices of the
Registrant's Class A Common Stock and Class B Common Stock, as the case may
be, as reported on The NASDAQ National Market on June 3, 2003.
EXPLANATORY NOTE
At the 2003 Annual Meeting of Stockholders of Saucony, Inc., a
Massachusetts corporation (the "Registrant"), the stockholders of the Registrant
approved the Registrant's 2003 Stock Incentive Plan (the "Plan"), authorizing an
aggregate of 1,750,000 shares, which may be either shares of the Registrant's
Class A common stock, $.33-1/3 par value per share (the "Class A Common Stock");
or Class B common stock, $.33-1/3 par value per share (the "Class B Common
Stock"), for issuance under the Plan. This Registration Statement has been
prepared in accordance with the requirements of Form S-8 under the Securities
Act to register 250,000 shares of Class A Common Stock and 1,750,000 shares of
Class B Common Stock under the Plan. Because the Plan, as approved by the
Registrant's stockholders, contemplates that either Class A Common Stock or
Class B Common Stock may be issued, this Registration Statement covers an
aggregate of 2,000,000 shares (250,000 shares more than the shares approved for
issuance under the Plan) in order to provide the Registrant with flexibility in
allocating grants under the Plan among Class A Common Stock-based grants and
Class B Common Stock-based grants. The Registrant will not issue more than an
aggregate of 1,750,000 of the shares registered hereby unless stockholder and
corporate approvals authorizing the issuance of additional shares under the
Plan, to the extent required under applicable laws and regulations, are first
obtained.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Item 2. Registrant Information and Employee Plan Annual Information.
The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:
(a) The Registrant's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.
(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 document referred to in
(a) above.
(c) The description of the securities contained in the Registrant's
registration statement on Form 8-A filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
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 which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any 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.
Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement. David E. Redlick, a partner of Hale and
Dorr LLP, serves as Clerk to the Registrant.
Item 6. Indemnification of Directors and Officers.
Consistent with applicable provisions of Chapter 156B of the Massachusetts
General Laws, the Registrant's Restated Articles of Organization, as amended
(the "Articles of Organization"), provide that the Registrant's directors and
officers may be indemnified by the Registrant from and against any claims,
liabilities and expenses to which they may become subject by reason of being a
director or officer, except with respect to any matter as to which such director
or officer shall have been adjudicated by a court of competent jurisdiction not
to have acted in good faith in the reasonable belief that his or her action was
in the best interests of the Registrant.
Generally, Article 6 of the Articles of Organization provides for the
indemnification of directors and officers of the Registrant against liabilities
and expenses arising out of legal proceedings brought against them by reason of
their status of service as directors or officers or by reason of their agreeing
to serve, at the request of the Registrant, as a director or officer of, or in a
similar capacity with, another organization or in any capacity with respect to
any employee benefit plan of the Registrant. Under Article 6, a director or
officer of the Registrant will be indemnified by the Registrant for all
expenses, judgments, fines and amounts paid in settlement of such proceedings,
even if he or she is not successful on the merits, if he or she acted in good
faith and in a manner he or she reasonably believed to be in the best interests
of the Registrant.
The Articles of Organization establish the presumption that the director or
officer has met the applicable standard of conduct required for indemnification.
The indemnification above will be made unless the Registrant determines, by
clear and convincing evidence, that the applicable standard of conduct has not
been met. Such a determination would be made by a majority of a quorum of the
directors, independent legal counsel, the stockholders or a court of competent
jurisdiction. The Board of Directors can authorize advancing litigation expenses
to a director or officer at his request upon receipt of an undertaking by such
director or officer to repay such expenses if it is ultimately determined that
he or she is not entitled to indemnification for such expenses.
The Articles of Organization also provide that, in the event of a
determination by the Registrant that a director or officer did not meet the
standard of conduct required for indemnification, or if the Registrant fails to
make an indemnification payment or an advance of expenses within 60 days after
such payment is claimed by a director or officer, such director or officer can
petition the court to make an independent determination of whether such director
or officer is entitled to indemnification. The Articles of Organization
explicitly provide for partial indemnification of costs and expenses in the
event that a director or officer is not entitled to full indemnification.
The Registrant has purchased and maintains insurance coverage under a
policy insuring directors and officers of the Registrant against certain
liabilities which they may incur as directors or officers of the Registrant,
which may include coverage for liabilities arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Item 9. Undertakings.
1. Item 512(a) of Regulation S-K. 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
(i) and (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
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.
2. Item 512(b) of Regulation S-K. 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 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.
3. Item 512(h) of Regulation S-K. 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.
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 Peabody, Massachusetts, on this 6th day of June, 2003.
SAUCONY, INC.
By: /s/ Michael Umana
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Michael Umana
Chief Operating Officer,
Senior Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Saucony, Inc., hereby
severally constitute and appoint John H. Fisher, Michael Umana and David E.
Redlick, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable Saucony, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ John H. Fisher Chairman of the Board, June 6, 2003
John H. Fisher President and Chief Executive
Officer (Principal Executive
Officer)
/s/ Charles A. Gottesman Vice Chairman of the Board, June 6, 2003
Charles A. Gottesman Executive Vice President,
Business Development
/s/ Michael Umana Chief Operating Officer, June 6, 2003
Michael Umana Senior Vice President, Finance
and Chief Financial Officer
(Principal Financial Officer)
/s/ Roger P. Deschenes Vice President, Controller and June 6, 2003
Roger P. Deschenes Chief Accounting Officer
(Principal Accounting Officer)
/s/ Jonathan O. Lee Director June 6, 2003
Jonathan O. Lee
/s/ Robert J. Lefort, Jr. Director June 6, 2003
Robert J. Lefort, Jr.
/s/ John J. Neuhauser Director June 6, 2003
John J. Neuhauser
INDEX TO EXHIBITS
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Number Description
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4.1 Restated Articles of Organization, as amended, of the Registrant was
previously filed with the Securities and Exchange Commission as an
Exhibit to the Registrant's Current Report on Form 8-K, dated May 21,
1998, and is incorporated in this registration statement by reference.
4.2 By-Laws, as amended, of the Registrant were previously filed with the
Securities and Exchange Commission as an Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 3, 2003
and are incorporated in this registration statement by reference.
5.1 Opinion of Hale and Dorr LLP, counsel to the Registrant.
23.1 Consent of Hale and Dorr LLP is included in Exhibit 5.1 filed with
this registration statement.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24.1 Power of attorney is included on the signature pages of this
registration statement.
99.1 2003 Stock Incentive Plan.