1
As Filed With the Securities and Exchange Commission
on July 19, 1996
Registration No. 33-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
GENESCO INC.
(Exact name of Registrant as specified in its charter)
TENNESSEE 62-0211340
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
GENESCO PARK
1415 MURFREESBORO ROAD
NASHVILLE, TENNESSEE 37217-2895
(Address of Principal Executive Offices) (Zip Code)
GENESCO 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
ROGER G. SISSON
GENESCO INC.
GENESCO PARK
1415 MURFREESBORO ROAD
NASHVILLE, TENNESSEE 37217-2895
(Name and address of agent for service)
(615) 367-7000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of registration
registered(1) registered share(2) price(2) fee
- ------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $1.00 per share 1,200,000 shares $6.19 $7,425,000 $2,560.35
- ------------------------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) The offering price is estimated solely for the purpose of determining the
amount of the registration fee. Such estimate has been calculated based on the
average of the high and low trading prices reported on the New York Stock
Exchange Composite Transactions tape for July 17, 1996 in accordance with Rule
457(c) and (h).
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Genesco Inc., a Tennessee
corporation (the "Registrant"), with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for
the fiscal year ended January 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended April 30, 1996; and
(c) The description of the Registrant's Common
Stock, par value $1.00 per share (the "Common Stock"),
contained in the Registrant's registration statement on Form
8-A, as amended or updated pursuant to the Exchange Act.
All documents and reports subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all shares covered hereby have been sold or which deregisters all such shares
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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
II-2
3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of the directors and officers against liability
incurred in connection with a proceeding if (i) such person acted in good
faith; (ii) in the case of conduct in an official capacity with the
corporation, he reasonably believed such conduct was in the corporation's best
interests; (iii) in all other cases, he reasonably believed that his conduct
was at least not opposed to the best interests of the corporation; and (iv) in
connection with any criminal proceeding, such person had no reasonable cause to
believe his conduct was unlawful. In actions brought by or in the right of the
corporation, however, the TBCA provides that no indemnification may be made if
the director or officer was adjudged to be liable to the corporation. The TBCA
also provides that in connection with any proceeding charging improper personal
benefit to an officer or director, no indemnification may be made if such
officer or director is adjudged liable on the basis that such personal benefit
was improperly received. Notwithstanding the foregoing, the TBCA provides that
a court of competent jurisdiction, unless the corporation's charter provides
otherwise, upon application, may order that an officer or director be
indemnified at reasonable expenses if, in consideration of all relevant
circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, notwithstanding the fact that (i) such
officer or director was adjudged liable to the corporation in a proceeding by
or in right of the corporation; (ii) such officer or director was adjudged
liable on the basis that personal benefit was improperly received by him; or
(iii) such officer or director breached his duty of care to the corporation.
The Registrant's Restated Charter and the Registrant's Bylaws provide that
no director shall be personally liable to the Registrant or its shareholders
for monetary damages for breach of any fiduciary duty as a director except to
the extent provided by the TBCA. Under the TBCA, this provision relieves the
Registrant's directors from personal liability arising from a judgment or other
final adjudication establishing (i) any breach of the director's duty of
loyalty, (ii) acts or commissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or (iii) any unlawful
distributions. The Registrant has entered into indemnification agreements with
each of its directors.
The foregoing statements contained within this Item 6 are subject to the
detailed provisions of the Tennessee Business Corporation Act, the Registrant's
Restated Charter and the Registrant's Bylaws referenced above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
II-3
4
ITEM 8. EXHIBITS
4.1 Genesco 1996 Stock Incentive Plan.
4.2 Restated Charter of the Registrant (previously filed as Exhibit
(3)b to the Registrant's Annual Report on Form 10-K for the year
ended January 31, 1993).
4.3 Bylaws of the Registrant (previously filed as Exhibit (3)a to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1995).
5 Opinion of Registrant's legal counsel.
23.1 Consent of Registrant's legal counsel (included in Exhibit 5).
23.2 Consent of Price Waterhouse LLP.
24 Powers of Attorney (included at pages II-6 and II-7).
ITEM 9. UNDERTAKINGS
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, as amended (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 hereof) which
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(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) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act, that are incorporated by reference in the Registration
Statement.
II-4
5
(2) That, for the purposes 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.
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 Section 15(d) of
the Exchange Act (and each filing of the 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 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.
II-5
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Nashville, State of Tennessee, on the 19th day
of July, 1996.
GENESCO INC.
By:/s/ David M. Chamberlain
-------------------------------
David M. Chamberlain
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James S. Gulmi and Roger G. Sisson, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including, without
limitation, post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto 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 he might or could do in
person hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated:
SIGNATURE TITLE DATE
- --------- ----- ----
Chairman, President,
Chief Executive Officer
/s/ David M. Chamberlain and Director (Principal
- -------------------------- Executive Officer) July 19, 1996
David M. Chamberlain
II-6
7
Senior Vice President,
/s/ James S. Gulmi Finance (Principal
- ------------------------------ Financial Officer) July 19, 1996
James S. Gulmi
/s/ Paul D. Williams Principal Accounting
- ------------------------------ Officer July 19, 1996
Paul D. Williams
/s/ Harry D. Garber
- ------------------------------
Harry D. Garber Director July 19, 1996
/s/ W. Lipscomb Davis, Jr.
- ------------------------------ Director July 19, 1996
W. Lipscomb Davis, Jr.
/s/ John Diebold
- ------------------------------ Director July 19, 1996
John Diebold
/s/ Richard H. Evans
- ------------------------------ Director July 19, 1996
Richard H. Evans
/s/ Joel C. Gordon
- ------------------------------ Director July 19, 1996
Joel C. Gordon
/s/ Kathleen Mason
- ------------------------------ Director July 19, 1996
Kathleen Mason
/s/ William A. Williamson, Jr.
- ------------------------------ Director July 19, 1996
William A. Williamson, Jr.
/s/ William S. Wire II
- ------------------------------ Director July 19, 1996
William S. Wire II
II-7
8
EXHIBIT
INDEX
Exhibit
No Exhibit Description
- ------------ ---------------------------------------------------------------
4.1 Genesco 1996 Stock Incentive Plan
4.2 Restated Charter of the Registrant (previously filed as Exhibit
(3)b to the Registrant's Annual Report on Form 10-K for the
fiscal year ended January 31, 1993)
4.3 Bylaws of the Registrant (previously filed as Exhibit (3)a to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1995)
5 Opinion of Registrant's legal counsel
23.1 Consent of Registrant's legal counsel (included in Exhibit 5)
23.2 Consent of Price Waterhouse LLP
24 Powers of Attorney (included at pages II-6 and II-7)