As filed with the Securities and Exchange Commission on September 1, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONVERSE INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1419731
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE FORDHAM ROAD
NORTH READING, MASSACHUSETTS 01864
(Address of principal executive offices)
CONVERSE INC. 1994 STOCK OPTION PLAN, AS AMENDED AND RESTATED
AS OF FEBRUARY 25, 1998
CONVERSE INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
JACK A. GREEN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
CONVERSE INC.
ONE FORDHAM ROAD
NORTH READING, MASSACHUSETTS 01864
(Name and address of agent for service)
(978) 664-1100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration fee
to be registered registered share price
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Common stock, without par value.. 1,500,000 shares (1) $3.09 (2) $4,635,000 $1,367.33
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(1) Consisting of 1,000,000 shares issuable under the Converse Inc. 1994 Stock
Option Plan, as Amended and Restated as of February 25, 1998, and 500,000 shares
issuable under the Converse Inc. Employee Stock Purchase Plan. Pursuant to Rule
416 under the Securities Act of 1933, this Registration Statement also covers
such additional shares as may hereinafter be offered or issued to prevent
dilution resulting from stock splits, stock dividends, recapitalizations or
certain other capital adjustments.
(2) Estimated pursuant to Paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933 solely for the purpose of calculating the registration
fee, based upon the average of the high and low sales prices of shares of the
Company's Common Stock on August 31, 1998, as reported on the New York Stock
Exchange.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents, as filed by the Company with the Securities and
Exchange Commission (the "Commission"), are incorporated by reference in this
Registration Statement and made as a part hereof:
(a) the Company's Annual Report on Form 10-K for the year ended January
1998;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
April 4, 1998 and July 4, 1998; and
(c) the description of the Common Stock of the Company that is
contained in the Company's Form 10/A Amendment No. 2 to the
Company's Registration Statement on Form 10, as filed with the
Commission under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), on November 23, 1994.
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement, from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into the Registration Statement.
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 other subsequently filed document
that is also 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 hereof.
Experts
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The financial statements incorporated in the Registration Statement by
reference to the Annual Report on Form 10-K of Converse Inc. for the year ended
January 3, 1998 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
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 145 of the Delaware General Corporation Law ("DGCL") permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations.
Section 145 of the DGCL empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer or agent of the corporation or another enterprise if serving at the
request of the corporation. Depending on the character of the proceeding, a
corporation may indemnify against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding if the person indemnified
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. In the case of an action by or in the right of the
corporation, no indemnification may be made with respect to 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 Delaware Court of Chancery or
the court in which such action or suit was brought shall determine that despite
the adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145 of
the DGCL further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
As permitted by the DGCL, the Company's Amended and Restated Certificate
of Incorporation provides that the directors of the Company shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts of omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, relating to
prohibited dividends or distributions or the repurchase or redemption of stock,
or (iv) for any transaction from which the director derives an improper personal
benefit.
The Company's By-laws contain provisions for indemnification of
directors, officers, employees and agents which are substantially the same as
Section 145 of the DGCL and also permit Converse to purchase insurance on behalf
of any such person against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person's
status as such, whether or not Converse would have the power to indemnify such
person against such liability under the foregoing provision of the By-laws.
Converse maintains such insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not Applicable
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ITEM 8. EXHIBITS.
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EXHIBIT NUMBERS EXHIBIT
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4.1 Converse Inc. 1994 Stock Option Plan, as Amended and Restated as
of February 25, 1998
4.2 Converse Inc. Employee Stock Purchase Plan
5 Opinion of General Counsel of the Registrant
23.1 Consent of General Counsel of the Registrant (included as part of
Exhibit 5)
23.2 Consent of PriceWaterhouse Coopers, LLP
24 Power of Attorney (included as part of the signature page)
ITEM 9. UNDERTAKINGS.
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(a) The undersigned 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,
represents a fundamental change in the information set
fourth 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.
Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those subparagraphs is contained in periodic
reports filed by the Company 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 that remain unsold at
the termination of the offering.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 by 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 of
1933 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 Securities
Act of 1933 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 Company
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 North Reading, Massachusetts on this 27th day of August, 1998.
CONVERSE INC.
By: /s/ Glenn N. Rupp
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Glenn N. Rupp
Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by or on behalf of the following
persons in the capacities and on the dates indicated.
Each person, in so signing, also makes, constitutes and appoints Glenn N.
Rupp and Donald J. Camacho, and each such officer acting singly, his true and
lawful attorney-in-fact, in his name, place and stead to execute and cause to be
filed with the Securities and Exchange Commission any or all amendments to this
Registration Statement, with all exhibits and any and all documents required to
be filed with respect thereto, and to do and perform each and every act and
thing necessary to effectuate the same.
Name Title Date
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Chairman of the Board and
Chief Executive Officer and
Director (Principal Executive
/s/ Glenn N. Rupp Officer) August 27, 1998
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Glenn N. Rupp
Chief Financial Officer and
Senior Vice President (Principal
Financial and Accounting
/s/ Donald J. Camacho Officer) August 27, 1998
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Donald J. Camacho
/s/ Gilbert Ford Director August 27, 1998
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Gilbert Ford
Director August 27, 1998
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Donald J. Barr
Director August 27, 1998
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Leon D. Black
/s/ Julius W. Erving Director August 27, 1998
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Julius W. Erving
/s/ Robert H. Falk Director August 27, 1998
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Robert H. Falk
/s/ Michael S. Gross Director August 27, 1998
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Michael S. Gross
/s/ Josh J. Hannan Director August 27, 1998
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John J. Hannan
/s/ Joshua J. Harris Director August 27, 1998
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Joshua J. Harris
/s/ John H. Kissick Director August 27, 1998
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John H. Kissick
/s/ Richard B. Loynd Director August 27, 1998
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Richard B. Loynd
/s/ John J. Ryan, III Director August 27, 1998
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John J. Ryan, III
Director August 27, 1998
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Michael D. Weiner
INDEX TO EXHIBITS
EXHIBIT NUMBERS EXHIBIT
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4.1 Converse Inc. 1994 Stock Option Plan, as Amended and Restated as
of February 25, 1998
4.2 Converse Inc. 1995 Employee Stock Purchase Plan
5 Opinion of General Counsel of the Registrant
23.1 Consent of General Counsel of the Registrant (included as part of
Exhibit 5)
23.2 Consent of PriceWaterhouse Coopers, LLP
24 Power of Attorney (included as part of the signature page)