As filed with the Securities and Exchange Commission on June 4, 1997.
Registration No. 333-____________
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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HIBBETT SPORTING GOODS, INC.
(Exact Name of Issuer as Specified in Its Charter)
DELAWARE 63-1074067
(State of Incorporation) (IRS Employer Identification No.)
451 Industrial Lane
Birmingham, Alabama 35211
(Address of Principal Executive Offices)
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HIBBETT SPORTING GOODS, INC.
NON-QUALIFIED STOCK OPTIONS
ISSUED TO CLYDE B. ANDERSON
(Full Title of the Plan)
Susan H. Fitzgibbon
Chief Financial Officer
Hibbett Sporting Goods, Inc.
451 Industrial Lane, Birmingham, Alabama 35211
(Name and Address of Agent for Service)
(205) 942-4292
(Telephone Number, including area code, of Agent for Service)
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Copy to:
Gregory S. Curran
Balch & Bingham LLP
1901 Sixth Avenue North
Birmingham, Alabama 35203
(205) 251-8100
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount
Title of Securities Amount Being Offering Price Aggregate of
Being Registered Registered Per Share (1) Offering Price (1) Registration Fee
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Common Stock
$.01 par value 70,820(2) $16.875 $1,191,546.50 $361.07
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(1) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
offering price is estimated solely for the purpose of determining the
registration fee and is based on the average of the bid and asked prices of
the common stock of Hibbett Sporting Goods, Inc. on June 2, 1997.
(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
of shares of securities registered on this Registration Statement will be
increased as a result of future stock splits, stock dividends or similar
transactions.
PART I
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EXPLANATORY NOTE
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Hibbett Sporting Goods, Inc. (the "Registrant") is filing this Registration
Statement on Form S-8 in order to register 70,820 shares of common stock, $.01
par value per share (the "Common Stock"), which may be issued to Clyde B.
Anderson, a director and stockholder of the Registrant, in accordance with the
terms of a certain agreement, effective as of August 1, 1996, pursuant to which
the Registrant granted to Clyde B. Anderson non-qualified stock options to
purchase 70,820 shares of Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
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The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:
(a) The Registrant's annual report on Form 10-K for the year ended
February 1, 1997 (File No. 000-20969); and
(b) The description of the Common Stock set forth in the Company's
registration statement filed pursuant to Section 12 of the Securities
Exchange Act of 1934, and any amendment or report filed for the purpose of
updating such description.
Each document or report subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
after the date hereof and prior to the termination of the offering of the Stock
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such document.
Any statement contained herein, or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is 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.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interest 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 permits the Registrant
to indemnify officers, directors or employees against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
1
in connection with legal proceedings "if [as to any officer, director or
employee] he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to the best interests of the corporation, and, with respect
to any criminal act or proceeding, had no reasonable cause to believe his
conduct was unlawful", provided that with respect to actions by, or in the right
of the corporation against, such individuals, indemnification is not permitted
as to any matter as to which such person "shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the corporation,
unless, and only to the extent that, the court in which such actions or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper." Individuals who are successful in the defense of such action are
entitled to indemnification against expenses reasonably incurred in connection
therewith.
Section 16 of the Bylaws of the Registrant provides as follows:
(a)(i) Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in 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 or officer of the
Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless by the
Corporation to the fullest extent permitted by Delaware Law. The right to
indemnification conferred in this Section 16(a)(i) shall also include the
right to be paid by the Corporation the expenses incurred in connection
with any such proceeding in advance of its final disposition to the fullest
extent authorized by Delaware Law. The right to indemnification conferred
in this Section 16(a)(i) shall be a contractual right.
(ii) In addition, the Corporation may, by action of its Board of
Directors, provide indemnification to such of the employees and agents of
the Corporation to such extent and to such effect as the Board of Directors
shall determine to be appropriate and authorized by Delaware Law.
(b) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss incurred by such person in any such capacity
or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under Delaware Law.
(c) The rights and authority conferred in this Section 16 shall not be
exclusive of any other right which any person may otherwise have or
hereafter acquire.
Article EIGHTH of the Certificate of Incorporation of the Registrant
provides in part as follows:
A director of the Corporation shall not be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director to the fullest extent permitted by Delaware Law.
The Registrant has obtained standard policies of insurance under which
coverage will be provided (a) to its directors and officers against loss arising
from claims made by reason of breach of duty or other wrongful act, and (b) to
the Registrant with respect to payments which may be made by the Registrant to
such officers and directors pursuant to the above indemnification provision or
otherwise as a matter of law.
2
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The following exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement:
Sequential
Exhibit Description
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4(a) Certificate of Incorporation of the Registrant dated September
23, 1996 (Filed as an exhibit to Amendment No. 2 to the
Registration Statement on Form S-1 (Registration No. 333-
07023) of Hibbett Sporting Goods, Inc., filed on September 16,
1996 and incorporated herein by reference).
4(b) Bylaws of the Registrant (Filed as an exhibit to the
Registration Statement on Form S-1 (Registration No. 333-
07023) of Hibbett Sporting Goods, Inc., filed on September 16,
1996 and incorporated herein by reference).
4(c) Agreement, effective August 1, 1996, between the Registrant
And Clyde B. Anderson.
5 Opinion of Balch & Bingham LLP regarding the legality of the
shares.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Balch & Bingham LLP (included in Exhibit 5)
24 Power of Attorney of the Officers and Directors of the
Registrant.
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 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 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.
(4) 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 Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act)
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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.
(5) To transmit or cause to be transmitted to all employees
participating in the Plan who do not otherwise receive such material as
stockholders of the Registrant at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
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 Securities and Exchange 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 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.
4
SIGNATURES
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The Registrant. Pursuant to the requirements of the Securities Act of
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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 Birmingham, State of Alabama, on June 4, 1997.
HIBBETT SPORTING GOODS, INC.
By:/s/ Michael J. Newsome
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Michael J. Newsome
President
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 TITLE Date
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/s/ Michael J. Newsome President June 4, 1997
- ------------------------ (Principal
Michael J. Newsome Executive Officer)
/s/ Susan H. Fitzgibbon Vice President and June 4, 1997
- ------------------------- Chief Financial Officer
Susan H. Fitzgibbon (Principal Financial
Officer and Principal
Accounting Officer)
* Director June 4, 1997
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Clyde B. Anderson
* Director June 4, 1997
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Thomas A. Saunders, III
* Director June 4, 1997
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F. Barron Fletcher, III
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* Director June 4, 1997
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John F. Megrue, Jr.
* Director June 4, 1997
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H. Ray Compton
* Director June 4, 1997
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Carl Kirkland
*By:/s/ Susan H. Fitzgibbon June 4, 1997
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Susan H. Fitzgibbon
Attorney-in-Fact
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INDEX TO EXHIBITS
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Exhibit Description Page
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4(a) Certificate of Incorporation of the Registrant
dated September 23, 1996 (Filed as an exhibit to
Amendment No. 2 to the Registration Statement
on Form S-1 (Registration No. 333-07023) of
Hibbett Sporting Goods, Inc., filed on September
16, 1996 and incorporated herein by reference).
4(b) Bylaws of the Registrant (Filed as an exhibit to
the Registration Statement on Form S-1
(Registration No. 333-07023) of Hibbett Sporting
Goods, Inc., filed on September 16, 1996 and
incorporated herein by reference).
4(c) Agreement, effective as of August 1, 1996,
between the Registrant and Clyde B. Anderson.
5 Opinion of Balch & Bingham LLP regarding the
legality of the shares.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Balch & Bingham LLP (included in
Exhibit 5).
24 Power of Attorney of Officers and Directors of
the Registrant.