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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 27, 1998
REGISTRATION NO. 333-_____________
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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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DECKERS OUTDOOR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-3015862
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
495A SOUTH FAIRVIEW
GOLETA, CALIFORNIA 93117
(Address of Principal Executive Offices) (Zip Code)
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DECKERS OUTDOOR CORPORATION
1993 EMPLOYEE STOCK INCENTIVE PLAN
(Full Title of the Plan)
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DOUGLAS B. OTTO
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
DECKERS OUTDOOR CORPORATION
495A South Fairview
Goleta, California 93117
(Name and Address of Agent for Service)
(805) 967-7611
(Telephone Number, including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities to be Registered (1) per Share (2) Offering Price Registration
Registered (2) Fee(2)
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Common Stock, 1,400,000 shares $7.94 $11,116,000 $3,279.22
$.01 par value
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(1) Pursuant to Rule 416(c), there is also being registered such number of
additional shares of Common Stock which may become available for
issuance under the Deckers Outdoor Corporation 1993 Employee Stock
Incentive Plan in the event of certain changes in outstanding shares,
including, among other things, stock dividends, stock splits, reverse
stock splits, combinations, reclassifications and recapitalizations.
(2) Estimated solely for the purposes of determining the registration fee
pursuant to Rules 457(c) and 457(h) on the basis of the average of the
high and low prices of the Registrant's Common Stock as reported on
February 24, 1998 on the Nasdaq National Market of $7.94.
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INCORPORATION BY REFERENCE
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-73846) filed with the Commission on January 5, 1994 are
hereby incorporated by reference.
ITEM 8. EXHIBITS
Exhibit Number Exhibit
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5 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in
Exhibit 5)
24 Power of Attorney (contained on signature page)
99 Deckers Outdoor Corporation 1993 Employee Stock
Incentive Plan, as amended
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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 Goleta, State of California, on this 27th day
of February, 1998.
DECKERS OUTDOOR CORPORATION
By: /s/ DOUGLAS B. OTTO
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Douglas B. Otto
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose signature appears below constitutes and appoints
Douglas B. Otto and M. Scott Ash, the lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution, for him in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
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 attorneys-in-fact and
agents, each acting alone, 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 that all said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully 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 dates indicated.
Signature Title Date
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/s/ DOUGLAS B. OTTO Chairman of the Board, President February 27, 1998
- ---------------------- and Chief Executive Officer
Douglas B. Otto
/s/ M. SCOTT ASH Chief Financial Officer (Principal February 27, 1998
- ---------------------- Financial and Accounting Officer)
M. Scott Ash
/s/ DIANA M. WILSON Director February 27, 1998
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Diana M. Wilson
/s/ RONALD D. PAGE Director February 27, 1998
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Ronald S. Page
/s/ GENE E. BURLESON Director February 27, 1998
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Gene E. Burleson
/s/ REX A. LICKLIDER Director February 27, 1998
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Rex A. Licklider
/s/ KARL F. LOPKER Director February 27, 1998
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Karl F. Lopker
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EXHIBIT INDEX
Exhibit Number Exhibit
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5 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in
Exhibit 5)
24 Power of Attorney (contained on signature page)
99 Deckers Outdoor Corporation 1993 Employee Stock
Incentive Plan, as amended