REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE STRIDE RITE CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 04-1399290
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
191 Spring Street
Lexington, Massachusetts 02173-9191
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(Address of Principal Executive Offices) (Zip Code)
THE STRIDE RITE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
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(Full title of Plan)
Karen K. Crider, Esq.
The Stride Rite Corporation
191 Spring Street
Lexington, Massachusetts 02173-9191
(617) 824-6036
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(Name, address, and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered share(1) price(1) fee
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The Stride Rite
Corporation Common 694,719 $8.125 $5,645,000 $1,710.60
Stock (par value
$.25 per share)
1. Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, the
proposed maximum offering price per share and the registration fee are based on
the reported average of the high and low prices for the Registrant's Common
Stock, par value $.25 per share, on the New York Stock Exchange on October 24,
1996.
This Registration Statement, including all exhibits and attachments, contains
159 pages. The exhibit index may be found on page 8.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
are incorporated by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K for its fiscal year
ended December 1, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the annual report referred to in paragraph (a)
above; and
(c) The description of Common Stock of the Company and the rights of
holders thereof contained in the Company's registration statement on Form 10
under the Exchange Act dated November 25, 1960 filed with the Commission.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act prior to the filing of a post-effective
amendment which indicates that all securities offered 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 their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however that the documents enumerated above or subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
in each year during which the offering made by this Registration Statement is in
effect prior to the filing with the Commission of the Company's Annual Report on
Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this Registration Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K. Any statement
contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document 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
Inapplicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares to be offered hereby will be passed upon for the
Company by Goodwin, Procter & Hoar LLP, Boston, Massachusetts.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Articles of Organization provide that each person
who serves or has served as a director or in any other office filled by election
or appointment by the Stockholders or the Board of Directors or, in the case of
an organization other than a corporation, by an equivalent body (an "Officer")
of the Company (and his heirs or personal representatives) shall be indemnified
by the Company against all liability fixed by a judgment, order, decree, or
award in any action, suit or proceeding, civil or criminal, brought or
threatened in or before any court, tribunal, administrative or legislative body
or agency (a "Proceeding"), any amount reasonably paid in settlement of a
Proceeding and any professional fees and other disbursements reasonably incurred
in a Proceeding ("Expenses") incurred by him in connection with a Proceeding in
which he is involved as a result of his serving or having served as an Officer
of the Company or, at the request of the Company, as an Officer of any other
organization in which the Company owns shares or of which it is a creditor,
except with respect to a matter as to which it shall have been adjudicated in
any Proceeding that he did not act in good faith in the reasonable belief that
his action was in the best interests of the Company. In the event that a
Proceeding is compromised or settled so as to impose any liability or obligation
upon an Officer or the Company, no indemnification shall be provided to the
Officer with respect to a matter if the Company has obtained an opinion of
counsel that with respect to that matter the Officer did not act in good faith
in the reasonable belief that his action was in the best interests of the
Company.
In addition, the Restated Articles of Organization provide that a director
of the Company shall not be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted
under the Massachusetts Business Corporation Law.
As permitted by Massachusetts law, the Company has purchased directors' and
officers' liability insurance, which insures against certain losses arising from
claims against directors or officers of the Company by reason of certain acts,
including a breach of duty, neglect, error, misstatement misleading statement,
omission or other act done or wrongfully attempted or any of the foregoing so
alleged by any claimant or any claim against an officer or director of the
Company solely by reason of his or her being such officer or director.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
Item 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
4 (i) Restated Articles of Organization of the Registrant with
amendments thereto.
4
(ii) Rights Agreement dated July 2, 1987, as amended on May 1, 1989,
between the Registrant and The First National Bank of Boston.
(iii) The Stride Rite Corporation Employee Stock Purchase Plan.
5 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the securities being registered.
23 (i) The consent of Goodwin, Procter & Hoar LLP is contained in the
opinion filed as Exhibit 5 to this Registration Statement.
(ii) Consent of Coopers & Lybrand LLP
Item 9. UNDERTAKINGS
(a) 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 of 1933;
(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.
Notwithstanding the foregoing, any increase or decrease in volume in securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(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 (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and 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 Securities Exchange Act of 1934 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 of 1933, 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 securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 of 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
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933
(as amended), 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 Town of Lexington, Commonwealth of
Massachusetts, on October 17, 1996.
THE STRIDE RITE CORPORATION THE STRIDE RITE CORPORATION
By: /s/ John M. Kelliher By: /s/ Robert C. Siegel
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John M. Kelliher, Vice Robert C. Siegel, Chairman
President, Finance of the Board, President and
Treasurer and Controller Chief Executive Officer
(Principal Accounting Officer)
Date: October 17, 1996 Date: October 17, 1996
Pursuant to the requirements of the Securities Act of 1933 (as amended),
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Robert C. Siegel /s/ Donald R. Gant
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Robert C. Siegel, Chairman of Donald R. Gant, Director
the Board of Directors, President
and Chief Executive Officer
Date: October 17, 1996 Date: October 17, 1996
/s/ Margaret A. McKenna /s/ Frank R. Mori
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Margaret A. McKenna, Director Frank R. Mori, Director
Date: October 17, 1996 Date: October 17, 1996
/s/ Myles J. Slosberg /s/ W. Paul Tippett, Jr.
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Myles J. Slosberg, Director W. Paul Tippett, Director
Date: October 17, 1996 Date: October 17, 1996
/s/ Robert Seelert /s/ Jeanette S. Wagner
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Robert Seelert, Director Jeanette S. Wagner, Director
Date: October 17, 1996 Date: October 17, 1996
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Exhibit Index
Exhibit Number Exhibit Name Page Number
4 (i) Restated Articles of Organization 9
of the Registrant with amendments
thereto.
(ii) Rights Agreement dated July 2, 1987, 64
as amended on May 1, 1989, between
the Registrant and The First National
Bank of Boston.
(iii) The Stride Rite Corporation Employee 153
Stock Purchase Plan.
5 Opinion of Goodwin, Procter & 157
Hoar LLP as to the legality of the
securities being registered
23 (i) Consent of Goodwin, Procter & --
Hoar is contained in Exhibit 5
to this Registration Statement
(ii) Consent of Coopers & Lybrand 159
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