Commission No. 33-___________
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 issuer as specified in its charter)
Delaware 38-1185150
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
9341 Courtland Drive, Rockford, Michigan 49351
(Address of principal executive offices)
WOLVERINE WORLD WIDE, INC. 1995 STOCK INCENTIVE PLAN
(Full Title of Plan)
Blake W. Krueger
Secretary and General Counsel
9341 Courtland Drive
Rockford, Michigan 49351
(Name and address of agent for service)
(616) 866-5500
(Telephone Number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered Per Share <FN3> Price <FN3> Fee
Common Stock
$1.00 Par Value 750,000(1) $30.0625(2) $22,546,875(2) $7,774.78
<FN>
<FN1> Plus such 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 a stock dividend or certain
other capital adjustments. As adopted by the Board of Directors on
March 10, 1995, and approved by the stockholders on March 27, 1995,
the maximum number of shares available under the 1995 Stock Incentive
Plan was 500,000. Since stockholder approval, the Company's Board of
Directors declared a three-for-two stock split announced on April 19,
1995 for stockholders of record on May 1, 1995. The stock split
increased the maximum number of shares to be available under the 1995
Stock Incentive Plan as of the filing of this Registration Statement
to 750,000 shares.
<FN2> Estimated solely for the purpose of calculating the registration fee.
<FN3> The shares that are to be offered on an incentive stock option basis
will be offered at a price of not less than 100% of the fair market
value of the shares of Common Stock of Wolverine World Wide, Inc. (the
"Company"), at the date of the grant of the option. On October 23,
1995, the mean between the high and low sales prices of the
Corporation's Common Stock on the New York Stock Exchange was $30.0625.
</FN>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
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 Securities Exchange Act of
1934 (the "Exchange Act").
(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.
(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.
All documents subsequently filed by the Registrant (also referred
to as the "Corporation") 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
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. Interests of Named Experts and Counsel.
Blake W. Krueger, Secretary and General Counsel of the
Corporation, is also a partner of Warner Norcross & Judd LLP, the
general counsel for the Corporation.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, the
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Corporation 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 Corporation if such person acted in good faith and
in a matter he or she reasonably believed to be in or not opposed
to the best interests of the Corporation. 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 Corporation's Certificate of
Incorporation requires the Corporation to indemnify a present or
former director, officer, employee, or agent of the Corporation
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
Corporation or any firm, corporation, or organization which he or
she served in any capacity at the request of the Corporation. 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 Corporation 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 Corporation, no
indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be
liable to the Corporation, unless and 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 Corporation, or
(iii) by the stockholders of the Corporation. These
indemnification rights are expressly declared to be additional to
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such other rights to which any officer or director may be
entitled by contract or as a matter of law. The Corporation also
maintains in force a policy of directors and officers liability
insurance.
Wolverine's amended Certificate of Incorporation provides that no
director of the Corporation will be personally liable to the
Corporation or to the stockholders for any breach of fiduciary
duty. The amendment does not affect the liability of a 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
Delaware's General Corporation Law, or for any transaction from
which the director derived an improper personal benefit.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits have been filed as part of this
registration statement:
Exhibit
Number Document
4.1 The Company's Certificate of Incorporation, as
amended, filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended
June 18, 1994, is incorporated herein by
reference.
4.2 The Company's Amended and Restated Bylaws, filed
as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended January 1,
1994, are incorporated herein by reference.
4.3 Wolverine World Wide, Inc. 1995 Stock Incentive
Plan
5 Opinion Regarding Legality of Securities Offered--
Included in Exhibit 23.1 and incorporated herein
by reference.
23.1 Consent of Warner Norcross & Judd LLP.
23.2 Consent of Ernst & Young LLP.
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24 Powers of Attorney.
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 (the "1933
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 thereto) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the 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)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability
under the 1933 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
that remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the 1933 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
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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.
(h) Insofar as indemnification for liabilities arising
under the 1933 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 1933
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 1933 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 26th day of October, 1995.
WOLVERINE WORLD WIDE, INC.
By /s/Blake W. Krueger
Blake W. Krueger
Secretary and General Counsel
Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated:
Signature Title Date
Geoffrey B. Bloom* President, Chief Executive Officer, October 26, 1995
Geoffrey B. Bloom and Director
Daniel T. Carroll* Director October 26, 1995
Daniel T. Carroll
Thomas D. Gleason* Director October 26, 1995
Thomas D. Gleason
Alberto L. Grimoldi* Director October 26, 1995
Alberto L. Grimoldi
David T. Kollat* Director October 26, 1995
David T. Kollat
Phillip D. Matthews* Director October 26, 1995
Phillip D. Matthews
David P. Mehney* Director October 26, 1995
David P. Mehney
Stuart J. Northrop* Director October 26, 1995
Stuart J. Northrop
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Signature Title Date
Timothy J. O'Donovan* Executive Vice President and October 26, 1995
Timothy J. O'Donovan Director
Joseph A. Parini* Director October 26, 1995
Joseph A. Parini
Joan Parker* Director October 26, 1995
Joan Parker
Elizabeth A. Sanders* Director October 26, 1995
Elizabeth A. Sanders
Stephen L. Gulis, Jr.* Vice President and Chief October 26, 1995
Stephen L. Gulis, Jr. Financial Officer
(Principal Financial and
Accounting Officer)
*By /s/Blake W. Krueger
Blake W. Krueger, Secretary and General Counsel
Attorney-in-Fact
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Commission No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
WOLVERINE WORLD WIDE, INC.
9341 Courtland Drive
Rockford, Michigan 49351
(616) 866-5500
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EXHIBIT INDEX
Exhibit Page
Number Document Number
4.1 The Company's Certificate of Incorporation, as *
amended, filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended
June 18, 1994, is incorporated herein by
reference.
4.2 The Company's Amended and Restated Bylaws, filed *
as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended
January 1, 1994, are incorporated herein by
reference.
4.3 Wolverine World Wide, Inc. 1995 Stock Incentive
Plan.
5 Opinion Regarding Legality of Securities Offered-- *
Included in Exhibit 23.1 and incorporated herein
by reference.
23.1 Consent of Warner Norcross & Judd LLP.
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney.
* Incorporated by reference.
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