Registration No.333
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
J. BAKER, INC.
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(Exact name of Registrant as specified in Its Charter)
Massachusetts 04-2866591
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(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
555 Turnpike Street, Canton, Massachusetts 02021
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(Address of Principal Executive Offices) (Zip Code)
Non-Qualified Stock Option Grant
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(Full title of the plan)
MICHAEL A. O'HARA
J. Baker, Inc.
555 Turnpike Street
Canton, Massachusetts 02021
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(Name and address of agent for service)
(781) 828-9300
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(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Amount to Proposed maximum Proposed maximum Amount of
Title of Securities be registered offering price aggregate offering registration
to be registered (1) price per share (2) fee (2) fee
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Common Stock, par 25,000 $1.00 $25,000 $6.25
value $.50 per share
(1) The Registration Statement also covers such additional number of shares
which may be issued as a result of anti-dilution adjustments. This
Registration Statement also relates to the Rights to purchase shares of
Series A Junior Participating Cumulative Preferred Stock of the Registrant
which are attached to all shares of Common Stock outstanding as of, and
issued subsequent to, January 6, 1995, pursuant to the terms of the
Registrant's Shareholder Rights Agreement dated December 15, 1994. Until
the occurrence of certain prescribed events, the Rights are not
exercisable, are evidenced by the certificates for the Common Stock and
will be transferred with and only with such stock.
(2) Reflects the exercise price of the option grant, pursuant to Rule 457(h)(i)
under the Securities Act of 1933, as amended.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the Company's fiscal year
ended January 29, 2000.
(b) The Company's Quarterly Report on Form 10-Q for the Company's fiscal
quarter ended April 29, 2000.
The Company's Quarterly Report on Form 10-Q for the Company's fiscal
quarter ended July 29, 2000.
The Company's Quarterly Report on Form 10-Q for the Company's fiscal
quarter ended October 28, 2000.
(c) The description of the Company's Common Stock $.50 par value, contained in
the Company's Registration Statement on Form 8-A filed pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended, dated June 2,
1986, including any amendment or report filed for the purpose of updating
such description.
The description of the Company's Rights to purchase shares of the Company's
Series A Junior Participating Cumulative Preferred Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended, dated December
15, 1994, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company with the Securities and Exchange
Commission pursuant to Sections 13(a), (c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder 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.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein 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.
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Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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As permitted by applicable Massachusetts law, Article 6A of the Company's
Restated Articles of Organization, as amended, provides, that the Company shall
indemnify, except as limited by law or as otherwise provided in the Company's
Articles of Organization, each person who serves or has served as a director or
in any other office filled by election or appointment by the stockholders or by
the Board of Directors of the Company against all liability fixed by a
judgement, 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 incurred by such person in connection with each
such action, suit or proceeding in which such person is involved as a result of
serving or having served the Company in such capacity or, at the request of the
Company, as a director, officer, employer or other agent of any other
organization. No indemnification will be provided under Article 6A to such a
person with respect to a matter as to which it shall have been adjudicated in
any such action, suit or proceeding that such person did not act in good faith
in the reasonable belief that such person's action was in the best interests of
the Company. Also, in the event that any such action, suit or proceeding is
compromised or settled so as to impose any liability or obligation upon such
person or upon the Company, no indemnification shall be provided to such person
with respect to a matter if the Company has obtained an opinion of counsel that
with respect to such matter such person did not act in good faith in the
reasonable belief that such person's action was in the best interests of the
Company.
Article 6F of the Company's Restated Articles of Organization, provides that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of the Director's duty as a
director notwithstanding any provision of law imposing such liability; provided,
however, that Article 6F also states that the Article shall not eliminate or
limit any liability of a Director (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Sections 61 or 62 of the Massachusetts Business Corporation
Law, or (iv) with respect to any transaction from which the director derived an
improper personal benefit.
Article 6F also provides that if the Massachusetts Business Corporation law is
subsequently amended to further eliminate or limit the personal liability of
directors or to authorize corporate action to further eliminate or limit such
liability, then the liability of the directors of the company shall be
eliminated or limited to the fullest extent permitted by the Massachusetts
Business Corporation Law as so amended.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
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Item 8. Exhibits.
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The following is a complete list of Exhibits filed or incorporated by
reference as part of this Registration Statement.
Exhibits
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4. Instruments Defining the Rights of Security Holders, including
Indentures.
4.1 Amended and Restated Articles of Organization of the Company, as filed
with the Secretary of the Commonwealth of Massachusetts on September
26, 1990 (incorporated herein by reference to Exhibit 3.01 to the
Company's Form 10-K Report for the year ended February 2, 1991).
4.2 By-laws of the Company, as amended by the Board of Directors on
September 11, 1990 (incorporated herein by reference to Exhibit 19.01
to the Company's Form 10-Q Report for the quarter ended November 3,
1990).
5 * Opinion of Michael A. O'Hara, counsel to the Company, as to the
legality of the securities being registered.
23.1* Consent of Michael A. O'Hara (included in Exhibit 5).
23.2* Consent of KPMG LLP
24 * Power of Attorney (included on signature page of this Registration
Statement).
99.1* Non-Qualified Stock Option Grant Agreement dated September 9, 1998
relating to 25,000 shares of Common Stock.
* Filed herewith
Item 9. Undertakings.
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(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; 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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not
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apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
undersigned 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;
(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; and
(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 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 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.
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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 Canton, Commonwealth of Massachusetts, on February
13, 2001.
J. BAKER, INC.
By: /s/ Alan I. Weinstein
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Alan I. Weinstein
President and Chief
Executive Officer
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alan I. Weinstein and Elizabeth C. White, and
each of them singly, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 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 full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as each such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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 date indicated.
Signature Capacity Date
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/s/ Alan I. Weinstein President, Chief February 13, 2001
- -------------------------- Executive Officer and
Alan I. Weinstein Director (Principal
Executive Officer)
/s/ Elizabeth C. White First Senior Vice President, February 13, 2001
- -------------------------- Chief Financial Officer and
Elizabeth C. White Treasurer (Principal Financial
and Accounting Officer)
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Signature Capacity Date
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/s/ Sherman N. Baker Chairman of the Board February 13, 2001
- -------------------------- of Directors
Sherman N. Baker
/s/ J. Christopher Clifford Director February 13, 2001
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J. Christopher Clifford
/s/ Stuart M. Glasser Director February 13, 2001
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Stuart M. Glasser
/s/ Douglas J. Kahn Director February 13, 2001
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Douglas J. Kahn
/s/ Harold Leppo Director February 13, 2001
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Harold Leppo
/s/ David Pulver Director February 13, 2001
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David Pulver
/s/ Theodore M. Ronick Director February 13, 2001
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Theodore M. Ronick
/s/ Melvin M. Rosenblatt Director February 13, 2001
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Melvin M. Rosenblatt
/s/ Nancy Ryan Director February 13, 2001
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Nancy Ryan
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EXHIBIT INDEX
Exhibit
Number Description of Document
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4. Instruments Defining the Rights of Security Holders, including
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Indentures.
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4.1 Amended and Restated Articles of Organization of the Company, as filed
with the Secretary of the Commonwealth of Massachusetts on September
26, 1990 (incorporated herein by reference to Exhibit 3.01 to the
Company's Form 10-K Report for the year ended February 2, 1991).
4.2 By-laws of the Company, as amended by the Board of Directors on
September 11, 1990 (incorporated herein by reference to Exhibit 19.01
to the Company's Form 10-Q Report for the quarter ended November 3,
1990).
5 * Opinion of Michael A. O'Hara, counsel to the Company, as to the
legality of the securities being registered.
23.1* Consent of Michael A. O'Hara (included in Exhibit 5).
23.2* Consent of KPMG LLP.
24 * Power of Attorney (included on signature page of this Registration
Statement).
99.1* Non-Qualified Stock Option Grant Agreement dated September 9, 1998
relating to 25,000 shares of Common Stock.
* Filed herewith