As filed with the Securities and Exchange Commission on January 19, 2001
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
Global Sports, Inc.
(Exact name of registrant as specified in its charter)
___________________
Delaware 04-2958132
(State of Incorporation) (I.R.S. Employer Identification No.)
___________________
1075 First Avenue
King of Prussia, PA 19406
(610) 265-3229
(Address and telephone number, including area code, of principal executive
offices)
Fogdog, Inc. 1999 Stock Incentive Plan
(Full title of the plan)
___________________
Arthur H. Miller
Executive Vice President and General Counsel
Global Sports, Inc.
1075 First Avenue
King of Prussia, PA 19406
(610) 265-3229
(Name, address and telephone number, including area code, of agent for service)
___________________
Copy to:
David A. Lipkin, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843-5000
___________________
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Amount to Proposed Maximum Proposed Maximum
Title of Securities to be be Offering Price Per Aggregate Offering Amount of
Registered Registered Share (1) Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Stock Options and Common Stock
(par value $0.01) 157,747 $23.3962 $3,690,680.36 $922.67
================================= ================ =========================== ========================== =========================
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1) under the Securities Act of
1933, as amended. The offering price per share and aggregate offering price
are based upon the weighted average exercise price of approximately
$23.3962 for shares subject to outstanding options granted under the
Fogdog, Inc. 1999 Stock Incentive Plan.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Global Sports, Inc. (the "Registrant"
or "Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended January 1, 2000 as amended by Form 10-K/A filed May 2, 2000;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended April 1, July 1, and September 30, 2000;
(c) The Company's Current Reports on Form 8-K filed January 13, March
23, September 20, and October 31, 2000; and
(d) The description of the Company's Common Stock set forth in its
Registration Statement on Form 8-A filed with the Commission on March 19, 1988
as amended through the date hereof.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part of this registration statement from the date
of the filing of such reports and documents.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law provides, in substance, that
Delaware corporations shall have the power, under specified circumstances, to
indemnify their directors, officers, employees and agents in connection with
actions, suits or proceeding brought against them by third parties and in
connection with actions or suits by or in the right of the corporation, by
reason of the fact that they were or are such directors, officers, employees and
agents, against expenses (including attorney's fees) and, in the case of
actions, suits or proceedings brought by third parties, against judgments, fines
and amounts paid in settlement actually and reasonably incurred in any such
action, suit or proceeding.
The Registrant's Bylaws also provide for indemnification to the
fullest extent permitted by the Delaware General Corporation Law. Reference is
made to the Bylaws of the Registrant.
As permitted by the Delaware General Corporation Law, the Registrant's
Amended and Restated Certificate of Incorporation eliminates the personal
liability of its directors to the Registrant and its stockholders, in certain
circumstances, for monetary damages arising from breach of the director's
fiduciary duty.
The Registrant has obtained directors' and officers' liability
insurance which covers certain liabilities, including liabilities to the
Registrant and its stockholder, in the amount of $10.0 million. Moreover, the
Registrant has entered into indemnification agreements with its directors and
certain officers that are intended to provide greater protection than currently
provided under the Delaware General Corporation Law and the Registrant's Bylaws.
2
EXHIBITS
Exhibit
Number
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Cooley Godward LLP (see Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
99.1 Fogdog, Inc. 1999 Stock Incentive Plan
UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) 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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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)(i) and (a)(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 issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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. 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, where applicable, each filing of an employee benefit 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
3
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. 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.
4
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 King of Prussia, State of Pennsylvania, on
January 17, 2001.
GLOBAL SPORTS, INC.
/s/ Michael G. Rubin
--------------------------------------
Michael G. Rubin
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael G. Rubin and Jordan M. Copland,
and each or any one 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 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, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, 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 substitutes or substitute, 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 dates indicated.
Signature Title Date
/s/ Michael G. Rubin Chairman of the Board and Chief January 17, 2001
- ------------------------------------
Michael G. Rubin Executive Officer (Principal Executive
Officer)
/s/ Jordan M. Copland Executive Vice President and Chief January 17, 2001
- ------------------------------------
Jordan M. Copland Financial Officer (Principal Financial
and Accounting Officer)
/s/ Kenneth J. Adelberg Director January 17, 2001
- ------------------------------------
Kenneth J. Adelberg
/s/ Ronald D. Fisher Director January 17, 2001
- ------------------------------------
Ronald D. Fisher
/s/ Harvey Lamm Director January 17, 2001
- ---------------------------
Harvey Lamm
/s/ Charles R. Lax Director January 17, 2001
- ------------------------------------
Charles R. Lax
/s/ Mark S. Menell Director January 17, 2001
- ------------------------------------
Mark S. Menell
/s/ Jeffrey F. Rayport Director January 17, 2001
- ------------------------------------
Jeffrey F. Rayport
5
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Cooley Godward LLP (See Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page).
99.1 Fogdog, Inc. 1999 Stock Incentive Plan.
7