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As filed with the Securities and Exchange Commission on July 26, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SAUCONY, INC.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-1465840
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
13 CENTENNIAL DRIVE, PEABODY MASSACHUSETTS 01960
(Address of Principal Executive Offices) (Zip Code)
2001 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
CHARLES A. GOTTESMAN
EXECUTIVE VICE PRESIDENT, BUSINESS DEVELOPMENT AND VICE CHAIRMAN
13 CENTENNIAL DRIVE
PEABODY, MA 01960
(Name and Address of Agent For Service)
(978) 532-9000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered(1) Share Price Registration Fee
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Class B Common
Stock, $.33-1/3 par
value per share 250,000 shares $6.21 (2) $1,552,500.00 (2) $389
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this registration statement also covers additional securities that may
be offered or issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, and based upon the average of the high and low sale prices of
the Registrant's Class B Common Stock as reported on the Nasdaq
National Market on July 23, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information required by Item 1 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The written statement required by Item 2 is included in documents sent
or given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this registration statement by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act that contains audited
financial statements for the Registrant's latest fiscal year for which
such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
document referred to in (a) above.
(c) The description of the securities contained in the Registrant's
registration statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed 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 which indicates that all securities offered hereby 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
part hereof from the date of the 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 the 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 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement. David E. Redlick, a partner of Hale and
Dorr LLP, serves as Clerk to the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Consistent with applicable provisions of Chapter 156B of the
Massachusetts General Laws, the Registrant's Restated Articles of Organization,
as amended (the "Articles of Organization"), provide that the Registrant's
directors and officers may be indemnified by the Registrant from and against any
claims, liabilities and expenses to which they may become subject by reason of
being a director or officer, except with respect to any matter as to which such
director or officer shall have been adjudicated by a court of competent
jurisdiction not to have acted in good faith in the reasonable belief that his
or her action was in the best interests of the Registrant.
Generally, Article 6 of the Articles of Organization provides for the
indemnification of directors and officers of the Registrant against liabilities
and expenses arising out of legal proceedings brought against them by reason of
their status or service as directors or officers or by reason of their agreeing
to serve, at the request of the Registrant, as a director or officer of, or in a
similar capacity with, another organization or in any capacity with respect to
any employee benefit plan of the Registrant. Under Article 6, a director or
officer of the Registrant will be indemnified by the Registrant for all
expenses, judgments, fines and amounts paid in settlement of such proceedings,
even if he or she is not successful on the merits, if he or she acted in good
faith and in a manner he or she reasonably believed to be in the best interests
of the Registrant.
The Articles of Organization establish the presumption that the
director or officer has met the applicable standard of conduct required for
indemnification. The indemnification above will be made unless the Registrant
determines, by clear and convincing evidence, that the applicable standard of
conduct has not been met. Such a determination would be made by a majority of a
quorum of the directors, independent legal counsel, the stockholders or a court
of competent jurisdiction. The Board of Directors can authorize advancing
litigation expenses to a director or officer at his request upon receipt of an
undertaking by such director or officer to repay such expenses if it is
ultimately determined that he or she is not entitled to indemnification for such
expenses.
The Articles of Organization also provide that, in the event of a
determination by the Registrant that a director or officer did not meet the
standard of conduct required for indemnification, or if the Registrant fails to
make an indemnification payment or an advance of expenses within 60 days after
such payment is claimed by a director or officer, such director or officer can
petition the court to make an independent determination of whether such director
or officer is entitled to indemnification. The Articles of Organization
explicitly provide for partial indemnification of costs and expenses in the
event that a director or officer is not entitled to full indemnification.
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The Registrant has purchased and maintains insurance coverage under a
policy insuring directors and officers of the Registrant against certain
liabilities which they may incur as directors or officers of the Registrant,
which may include coverage for liabilities arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS.
1. Item 512(a) of Regulation S-K. 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;
(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;
provided, however, that paragraphs (i) and (ii) 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 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, 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.
2. Item 512(b) of Regulation S-K. 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
Section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration
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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. Item 512(h) of Regulation S-K. 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
Securities 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, 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 Peabody, Massachusetts, on this 26th day of July, 2001.
SAUCONY, INC.
By: /s/ Michael Umana
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Michael Umana
Chief Operating Officer, Senior
Vice President, Finance
and Chief Financial Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Saucony, Inc., hereby
severally constitute and appoint John H. Fisher, Charles A. Gottesman and David
E. Redlick, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable Saucony, Inc. to comply with the
provisions of the Securities Act and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said registration statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
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/s/ John H. Fisher President, Chief Executive July 26, 2001
- --------------------------------- Officer and Director (Principal
John H. Fisher Executive Officer)
/s/ Charles A. Gottesman Executive Vice President, July 26, 2001
- --------------------------------- Business Development, Vice
Charles A. Gottesman Chairman and Director
/s/ Michael Umana Chief Operating Officer, Senior July 26, 2001
- --------------------------------- Vice President and Chief
Michael Umana Financial Officer (Principal
Financial Officer)
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/s/ Roger P. Deschenes Vice President, Controller and July 26, 2001
- --------------------------------- Chief Accounting Officer
Roger P. Deschenes (Principal Accounting Officer)
/s/ John M. Connors, Jr. Director July 26, 2001
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John M. Connors, Jr.
/s/ Phyllis H. Fisher Director July 26, 2001
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Phyllis H. Fisher
/s/ Jonathan O. Lee Director July 26, 2001
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Jonathan O. Lee
/s/ Robert J. Lefort, Jr. Director July 26, 2001
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Robert J. LeFort, Jr.
/s/ John J. Neuhauser Director July 26, 2001
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John J. Neuhauser
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INDEX TO EXHIBITS
Number Description
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4.1(1) Restated Articles of Organization, as amended, of the Registrant
4.2(2) By-Laws, as amended, of the Registrant
5.1 Opinion of Hale and Dorr LLP
23.1(3) Consent of Hale and Dorr LLP
23.2 Consent of PricewaterhouseCoopers LLP
24.1(4) Power of Attorney
99.1 2001 Employee Stock Purchase Plan
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(1) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Registrant's current report on Form 8-K filed June 2,
1998 and incorporated herein by reference.
(2) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Registrant's registration statement on Form S-2, as
amended (File No. 33-61040) and incorporated herein by reference.
(3) Included in Exhibit 5.1 to this registration statement.
(4) Included in the signature pages of this registration statement.