Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
JOHNSON WORLDWIDE ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1536083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1326 Willow Road 53177
Sturtevant, Wisconsin (Zip Code)
(Address of principal executive
offices)
Johnson Worldwide Associates Retirement and Savings Plan
(Full title of the plan)
John D. Crabb Copy to:
President and Chief Executive Officer
Johnson Worldwide Associates, Inc. Benjamin F. Garmer, III
1326 Willow Road Foley & Lardner
Sturtevant, Wisconsin 53177 777 East Wisconsin Avenue
(Name, address and telephone number, Milwaukee, Wisconsin 53202
including area code, of agent for
service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities to Amount Offering Aggregate Amount of
be to be Price Offering Registration
Registered Registered Per Share Price Fee
Class A
Common Stock, 10,000 $24.125(1) $241,250(1) $100.00
$.05 par value shares
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on
the average of the high and low prices of the Class A Common Stock as
reported by the Nasdaq National Market on July 21, 1995.
_________________________________
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by Johnson
Worldwide Associates, Inc. (the "Company") or the Johnson Worldwide
Associates Retirement and Savings Plan (the "Plan") with the Commission
and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
September 30, 1994, which includes certified financial statements as of
and for the year ended September 30, 1994.
(b) The Plan's Annual Report on Form 11-K for the year ended
September 30, 1994.
(c) All other reports filed by the Company or the Plan pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since September 30, 1994.
(d) The description of the Company's capital stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, filed
September 25, 1987 with the Securities and Exchange Commission, and any
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of filing of this Registration Statement and prior to such time
as the Company files a post-effective amendment to this Registration
Statement 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 a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his duties to
the Company and such breach or failure constituted: (a) a willful failure
to deal fairly with the Company or its shareholders in connection with a
matter in which the director or officer had a material conflict of
interest; (b) a violation of the criminal law unless the director or
officer had reasonable cause to believe his or her conduct was lawful or
had no reasonable cause to believe his or her conduct was unlawful; (c) a
transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. It should be noted that the
Wisconsin Business Corporation Law specifically states that it is the
public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Company are not subject to personal liability to the Company, its
shareholders or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their
status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled.
In 1987, the Company entered into individual indemnity
agreements with certain of its directors and officers. Such agreements
generally expand the indemnification rights of such directors and officers
beyond the current provisions of the Wisconsin Business Corporation Law
and Article Ten of the Company's By-Laws. Generally, the agreements state
that the director or officer who is a party thereto shall be indemnified
against expenses, amounts paid in settlement and judgments, fines,
penalties and/or other amounts incurred with respect to any threatened,
pending or completed proceeding (including, without limitation,
proceedings brought under and/or predicated upon the Securities Act of
1933 and/or the Securities Exchange Act of 1934); provided that such
indemnification is not available with respect to (i) acts or omissions to
act of such director or officer finally adjudicated to have been in bad
faith or to involve intentional misconduct or knowing violation of law;
(ii) the recovery of remuneration paid to or other personal benefits
received by such director or officer from the Company or its affiliates,
the receipt of which shall be finally adjudicated to have been in
violation of applicable law; or (iii) the recovery of profits pursuant to
Section 16(b) of the Securities Exchange Act of 1934 made by such officer
or director from a purchase and sale of securities of the Company. In
addition, the Company is not liable for indemnification of settlement
amounts unless it has consented in writing to such settlement.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4) Johnson Worldwide Associates Retirement and Savings
Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG Peat Marwick LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this
Registration Statement)
The Registrant hereby undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code.
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 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.
(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 herein, 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.
(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 this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. 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 Sturtevant, and
State of Wisconsin, on this 30th day of June, 1995.
JOHNSON WORLDWIDE ASSOCIATES,
INC.
By: /s/ John D. Crabb
John D. Crabb
President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints John D. Crabb, Robert L. Inslee and
Carl G. Schmidt, and each of them individually, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
revocation, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
/s/ John D. Crabb President, Chief Executive June 30, 1995
John D. Crabb Officer and Director
(Principal Executive Officer)
/s/ Carl G. Schmidt Senior Vice President, Chief June 30, 1995
Carl G. Schmidt Financial Officer, Secretary
and Treasurer (Chief Financial
Officer and Principal
Accounting Officer)
/s/ Samuel C. Johnson Director June 30, 1995
Samuel C. Johnson
/s/ Raymond F. Farley Director June 30, 1995
Raymond F. Farley
___________________ Director June __, 1995
Thomas F. Pyle, Jr.
____________________ Director June __, 1995
Donald W. Brinckman
/s/ Helen P. Johnson- Director June 30, 1995
Leipold
Helen P. Johnson-
Leipold
The Plan. Pursuant to the requirements of the Securities Act of
1933, the members of the Johnson Worldwide Associates Retirement and
Savings Plan Administrative Committee, who administer the Plan, have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sturtevant, and
State of Wisconsin, on this 30th day of June, 1995.
JOHNSON WORLDWIDE ASSOCIATES
RETIREMENT AND SAVINGS PLAN
By: /s/ Robert L. Inslee
Robert L. Inslee
By: /s/ Carl G. Schmidt
Carl G. Schmidt
By: /s/ Margaret C. Hebeler
Margaret C. Hebeler
By: _________________________________
Martha MacMillen
Members of the Johnson Worldwide
Associates Retirement and Savings Plan
EXHIBIT INDEX
JOHNSON WORLDWIDE ASSOCIATES, INC.
RETIREMENT AND SAVINGS PLAN
Exhibit No. Exhibit
(4) Johnson Worldwide Associates Retirement and
Savings Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG Peat Marwick LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit
5 hereto)
(24) Power of Attorney relating to subsequent
amendments (included on the signature page to
this Registration Statement)