SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE STRIDE RITE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-1399290
(State of Incorporation) (I.R.S. EMPLOYER IDENTIFICATION NO.)
191 Spring Street
LEXINGTON, MA 02421
(617) 824-6000
(Address of Principal Executive Offices)
THE STRIDE RITE CORPORATION 2001 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
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David M. Chamberlain
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
THE STRIDE RITE CORPORATION
191 Spring Street
Lexington, MA 02421
(617) 824-6000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
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Copy to:
ETTORE A. SANTUCCI, P.C.
GOODWIN PROCTER LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Title of Securities Being Amount to Be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered(1) REGISTERED (2) Price Per Share Offering Price REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 3,000,000 $7.40(3) $22,200,000(3) $3,700.00(4)
$.25 per share
==========================================================================================================================
(1) This Registration Statement also pertains to The Stride Rite Corporation's
Preferred Stock Purchase Rights (the "Rights") issued pursuant to the
Rights Agreement between The Stride Rite Corporation and BankBoston, N.A.,
dated as of June 18, 1997. 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 along with and only with such
securities. Thereafter, separate Rights certificates will be issued
representing one Right for each share of Common Stock held, subject to
adjustment pursuant to anti-dilution provisions.
(2) This Registration Statement also relates to such indeterminate number of
additional shares of Registrant's common stock as may be required pursuant
to The Stride Rite Corporation 2001 Stock Option and Incentive Plan (the
"2001 Plan") in the event of a stock dividend, stock split, split-up,
recapitalization, forfeiture under the 2001 Plan or other similar event.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purposes of
determining the amount of the registration fee. The registration fee is
based on the average of the high and the low prices for the Registrant's
common stock as reported on New York Stock Exchange on April 30, 2001.
(4) In connection with the filing of its Registration Statement on Form S-8
(File No. 33-81187), the Registrant paid a registration fee of $2,936.67,
calculated in accordance with Rule 457(c) and (h) under the Securities Act,
for 1,000,000 shares of the Registrant's common stock issuable upon
exercise of options under The Stride Rite Corporation 1998 Stock Option
Plan (the "1998 Plan"), which 1,000,000 shares will now be available for
issuance under the 2001 Plan. Accordingly, pursuant to Rule 457(b), the
Registrant is applying a portion of the registration fee paid under the
Form S-8 (File No. 33-81187) for the 1,000,000 shares of the Registrant's
common stock issuable upon exercise of the options under the 1998 Plan,
against the registration fee payable for the securities registered
hereunder.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the Introductory Note to Part I of
the General Instructions to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Stride Rite Corporation (the "Registrant") hereby incorporates by
reference the documents listed in (a) through (c) below, which have
previously been filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 1, 2000, as filed with the Commission on
February 23, 2001;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 2, 2001, as filed with the Commission on April 13,
2001; and
(c)(1) The description of the Registrant's common stock contained in
its Registration Statement dated November 25, 1960 on Form 10
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(c)(2) The description of the Registrant's Preferred Stock Purchase
Rights contained in the Registrant's registration statement on
Form 8-A under the Exchange Act dated July 1, 1997.
In addition, all documents subsequently filed with the Commission 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 that
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 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 subsequently filed document which is also
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.
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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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Section 67 of the Massachusetts Business Corporation Law, as amended
(the "MBCL"), empowers the Registrant to provide certain rights of
indemnification in its articles of organization or by-laws.
The Registrant's Restated Articles of Organization, as amended (the
"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 Registrant (and his heirs or personal representatives)
shall be indemnified by the Registrant 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 any Proceeding in which he is involved
as a result of his serving or having served as an Officer of the Registrant
or, at the request of the Registrant, as an Officer of any other
organization in which the Registrant 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
Registrant. In the event that a Proceeding is compromised or settled so as
to impose any liability or obligation upon an Officer or the Registrant, no
indemnification shall be provided to the Officer with respect to a matter
if the Registrant 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 Registrant.
In addition, the Articles of Organization provide that a director of
the Registrant shall not be liable to the Registrant 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 MBCL.
As permitted by the MBCL, the Registrant has purchased directors' and
officers' liability insurance, which insures against certain losses arising
from claims against directors or officers of the Registrant 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 Registrant solely by reason of his or her being
such officer or director.
2
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
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.
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Exhibit
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4.1 Restated Articles of Organization of the Registrant, incorporated by
reference to Exhibit 4(i) to the Registrant's Form S-8 filed on
October 25, 1996.
4.2 Articles of Amendment dated April 7, 1987 to Restated Articles of
Organization, incorporated by reference to Exhibit 4(i) to the
Registrant's Form S-8 filed on October 25, 1996.
4.3 Articles of Amendment dated December 16, 1987 to Restated Articles
of Organization of the Registrant, incorporated by reference to
Exhibit 4(i) to the Registrant's Form S-8 filed on October 25, 1996.
4.4 Articles of Amendment dated December 3, 1991 to the Restated
Articles of Organization of the Registrant, incorporated by
reference to Exhibit 4(i) to the Registrant's Form S-8 filed on
October 25, 1996.
4.5 Certificate of Vote of Directors establishing a series of a Class of
Stock dated as of June 18, 1997, incorporated by reference to
Exhibit 3(v) to the Registrant's Annual Report on 10-K for the
fiscal year ended November 28, 1997.
4.6 Rights Agreement dated June 18, 1997 between the Registrant and
BankBoston, N.A., incorporated by reference to Registrant's Form 8-A
filed on July 1, 1997
4.7 By-laws of the Registrant, as amended, incorporated herein by
reference to Exhibit 3 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 1, 1990.
*4.8 The Stride Rite Corporation 2001 Stock Option and Incentive Plan.
*5.1 Opinion of Goodwin Procter LLP as to the legality of the securities
being registered.
*23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on signature page)
_________________
*Filed herewith
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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. Notwithstanding the foregoing, any increase or
decrease in volume of 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 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) herein 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 undersigned
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 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 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
(c) 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 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
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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 the City of Boston, the Commonwealth of Massachusetts, on this
1st day of May, 2001.
THE STRIDE RITE CORPORATION
By: /s/ David M. Chamberlain
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David M. Chamberlain
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of David M. Chamberlain and Diane M.
Sullivan such person's true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution for such person and in such person's
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 all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent 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 such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, 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 below by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------------------------------------- ------------------------------------- --------------------------
/s/ David M. Chamberlain Chairman of the Board, Chief May 1, 2001
_______________________________ Executive Officer and Director
David M. Chamberlain (Principal Executive Officer)
/s/ Frank A. Caruso Vice President - Finance and May 1, 2001
_______________________________ Operations
Frank A. Caruso
/s/ Diane M. Sullivan President, Chief Operating Officer May 1, 2001
_______________________________ and Director
Diane M. Sullivan
/s/ Frank R. Mori Director May 1, 2001
_______________________________
Frank R. Mori
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/s/ Christine M. Cournoyer Director May 1, 2001
_______________________________
Christine M. Cournoyer
/s/ Donald R. Gant Director May 1, 2001
_______________________________
Donald R. Gant
/s/ Peter L. Harris Director May 1, 2001
_______________________________
Peter L. Harris
/s/ Myles J. Slosberg Director May 1, 2001
_______________________________
Myles J. Slosberg
/s/ Bruce Van Saun Director May 1, 2001
_______________________________
Bruce Van Saun
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EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
4.1 Restated Articles of Organization of the Registrant, incorporated by
reference to Exhibit 4(i) to the Registrant's Form S-8 filed on October
25, 1996.
4.2 Articles of Amendment dated April 7, 1987 to Restated Articles of
Organization, incorporated by reference to Exhibit 4(i) to the
Registrant's Form S-8 filed on October 25, 1996.
4.3 Articles of Amendment dated December 16, 1987 to Restated Articles of
Organization of the Registrant, incorporated by reference to Exhibit
4(i) to the Registrant's Form S-8 filed on October 25, 1996.
4.4 Articles of Amendment dated December 3, 1991 to the Restated Articles
of Organization of the Registrant, incorporated by reference to Exhibit
4(i) to the Registrant's Form S-8 filed on October 25, 1996.
4.5 Certificate of Vote of Directors establishing a series of a Class of
Stock dated as of June 18, 1997, incorporated by reference to Exhibit
3(v) to the Registrant's Annual Report on 10-K for the fiscal year
ended November 28, 1997.
4.6 Rights Agreement dated June 18, 1997 between the Registrant and
BankBoston, N.A., incorporated by reference to Registrant's Form 8-A
filed on July 1, 1997.
4.7 By-laws of the Registrant, as amended, incorporated herein by reference
to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 1, 1990.
*4.8 The Stride Rite Corporation 2001 Stock Option and Incentive Plan.
*5.1 Opinion of Goodwin Procter LLP as to the legality of the securities
being registered.
*23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on signature page).
_________________
*Filed herewith