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Registration No. 333-________
As filed with the Securities and Exchange Commission on March 23, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Venator Group, Inc.
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(Exact name of registrant as specified in its charter)
New York 13-3513936
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
233 Broadway, New York, New York 10279
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(Address of Principal Executive Offices) (Zip Code)
Venator Group 401(k) Plan
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(Full title of the plan)
Gary M. Bahler, General Counsel,
Venator Group, Inc., 233 Broadway, New York, NY 10279
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(Name and address of agent for service)
(212) 553-2000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per unit (2) price fee
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Common Stock, 750,000 $8.00 $6,000,000 $1,584
$.01 par value Shares
(including the
associated
Preferred Stock
Purchase Rights)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers an indeterminate amount of interests to be offered
or sold pursuant to the plan.
(2) In accordance with Rule 457 under the Securities Act of 1933, solely for the
purpose of calculating the registration fee, the maximum offering price per unit
is based on the average of the high and low prices of Registrant's common stock
as reported on the Composite Tape for New York Stock Exchange Listed Stocks on
March 17, 2000.
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REGISTRATION OF ADDITIONAL SECURITIES
The contents of the Form S-8 Registration Statement No. 33-97832
relating to the Venator Group 401(k) Plan are incorporated by reference into
this Registration Statement.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are listed in
the Index of Exhibits that begins on page 4.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 New York, State of New York, on March 20, 2000.
VENATOR GROUP, INC.
By: /s/ Dale W. Hilpert
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Dale W. Hilpert
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 20, 2000.
Signature Title
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/s/ Dale W. Hilpert Director, President and Chief
- ------------------------------ Executive Officer
Dale W. Hilpert
/s/ Bruce L. Hartman Senior Vice President and Chief
- ------------------------------ Financial Officer
Bruce L. Hartman
/s/ Robert W. McHugh Vice President and Chief Accounting
- ------------------------------ Officer
Robert W. McHugh
J. Carter Bacot* Director
Purdy Crawford* Director
Roger N. Farah * Director and Chairman of the Board
Philip H. Geier, Jr.* Director
Jarobin Gilbert, Jr.* Director
Allan Z. Loren* Director
Margaret P. MacKimm* Director
John J. Mackowski* Director
James E. Preston* Director
Christopher A. Sinclair* Director
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* Dale W. Hilpert, by signing his name hereto, is also signing as
attorney-in-fact for the named directors.
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on March 20, 2000.
VENATOR GROUP 401(K) PLAN
By: /s/ Dale W. Hilpert
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Dale W. Hilpert, Member
Venator Group, Inc.
Retirement Administration Committee
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VENATOR GROUP, INC.
INDEX OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
is contained in its opinion filed as Exhibit 5 to
this Registration Statement.
23.2 Consent of KPMG LLP.
24 Powers of Attorney granted to Dale W. Hilpert, Gary
M. Bahler and Bruce L. Hartman.
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