AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1996
REGISTRATION NO. 333-15953
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NIKE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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OREGON 1-10635 93-0584541
(STATE OR OTHER (COMMISSION FILE NO.) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
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ONE BOWERMAN DRIVE
BEAVERTON, OREGON 97005-6453
(503) 671-6453
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROBERT S. FALCONE
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
ONE BOWERMAN DRIVE
BEAVERTON, OREGON 97005-6453
(503) 671-6453
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
TRACY K. EDMONSON
GREGORY K. MILLER
LATHAM & WATKINS
505 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94111
TELEPHONE: (415) 391-0600
FAX: (415) 395-8095
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED NOVEMBER 26, 1996
$500,000,000
[NIKE LOGO APPEARS HERE]
NIKE, INC.
DEBT SECURITIES
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NIKE, Inc. ("NIKE" or the "Company") may offer from time to time its debt
securities in one or more series (the "Debt Securities") at an aggregate
initial offering price not to exceed $500,000,000 or its equivalent in another
currency or composite currency. Unless otherwise specified in one or more
supplements (a "Prospectus Supplement") to this Prospectus, the Debt Securities
will be direct, unsecured obligations of NIKE and will rank equally with all
other unsecured, unsubordinated indebtedness of NIKE.
The Debt Securities will be offered to the public on terms determined by
market conditions at the time of sale. The Debt Securities may be offered to
the public as separate series and may be offered in amounts, at prices and on
terms to be determined at the time of sale and to be set forth in one or more
Prospectus Supplements. The specific terms of the Debt Securities in respect of
which this Prospectus is being delivered, including, where applicable,
aggregate principal amount, maturity (which may be fixed or extendible),
interest rate or rates (which may be fixed or variable), if any, the time of
payment of interest, if any, authorized denominations (which may be in United
States dollars, in any other currency or in a composite currency), initial
public offering price, purchase price, any terms for a sinking fund or for
redemption at the option of NIKE or the holder, any listing on a securities
exchange and other terms with respect to such Debt Securities, will be set
forth in a Prospectus Supplement and/or a related Pricing Supplement which will
be delivered with this Prospectus. Debt Securities may be issued as Discount
Securities to be sold at a discount below their principal amount and, if
issued, certain terms thereof will be set forth in the Prospectus Supplement
related thereto. See "Description of Debt Securities".
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY SUPPLEMENT
HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
The Debt Securities may be offered directly to purchasers or to or through
underwriters, dealers or agents. If an agent of NIKE or a broker-dealer or
underwriter is involved in the sale of the Debt Securities in respect of which
this Prospectus is being delivered, the names of such agent, broker-dealer or
underwriter and the agent's commission or broker-dealer's or underwriter's
discount will be set forth in the Prospectus Supplement. The proceeds to NIKE
will be the purchase price in the case of sale through an agent or a broker-
dealer and the public offering price in the case of sale through an
underwriter. Net proceeds to NIKE will be the purchase price less commission in
the case of an agent and the public offering price less discount in the case of
an underwriter, less, in each case, other issuance expenses. See "Plan of
Distribution".
The date of this Prospectus is , 1996.
AVAILABLE INFORMATION
NIKE is subject to the informational requirements 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"). Such reports, proxy statements and
other information may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C., and at the Commission's regional offices at Seven World
Trade Center, Suite 1300, New York, New York and at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois, and copies may be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.
Such reports, proxy statements and other information may also be inspected and
copied at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York and at the offices of the Pacific Stock Exchange, 301 Pine
Street, San Francisco, California. The Commission also maintains a site on the
World Wide Web at "http://www.sec.gov" that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission.
NIKE has filed with the Commission a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act"), with respect to the Debt Securities offered hereby. This Prospectus,
which constitutes part of the Registration Statement, omits certain of the
information contained in the Registration Statement and the exhibits and
schedules thereto on file with the Commission pursuant to the Securities Act
and the rules and regulations of the Commission thereunder. In addition,
certain documents filed by NIKE with the Commission have been incorporated by
reference in this Prospectus. See "Incorporation of Certain Documents by
Reference". The Registration Statement, including exhibits and schedules
thereto and such incorporated documents, may be inspected and copied at the
public reference facilities maintained by the Commission at its principal
office in Washington, D.C. or at its regional offices. Statements contained in
this Prospectus as to the contents of any contract or other document referred
to are not necessarily complete and in each instance reference is made to the
copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by NIKE with the Commission
pursuant to the Exchange Act and are hereby incorporated by reference in this
Prospectus:
a. NIKE's Annual Report on Form 10-K for the fiscal year ended May 31,
1996, as amended by its Form 10-K/A dated August 29, 1996;
b. NIKE's Quarterly Report on Form 10-Q for the fiscal quarter ended August
31, 1996;
c. NIKE's Current Report on Form 8-K dated July 9, 1996; and
d. NIKE's Current Report on Form 8-K dated September 16, 1996.
Each document filed by NIKE pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of all Debt Securities to which this Prospectus
relates shall be deemed to be incorporated by reference in this Prospectus and
to be part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein (or in the applicable Prospectus Supplement) or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein
2
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents) will be provided
without charge to each person, including any beneficial owner, to whom this
Prospectus (or the applicable Prospectus Supplement) is delivered upon written
or oral request. Requests for such documents should be directed to NIKE, Inc.,
One Bowerman Drive, Beaverton, Oregon 97005-6453, Attention: Investor
Relations (telephone: (503) 671-6453).
THE COMPANY
NIKE, Inc.'s principal business activity involves the design, development
and worldwide marketing of high quality footwear, apparel and accessory
products. NIKE sells its products to approximately 18,000 retail accounts in
the United States and through a mix of independent distributors, licensees and
subsidiaries in approximately 110 countries around the world. Virtually all of
NIKE's products are manufactured by independent contractors. Most footwear
products are produced outside the United States, while apparel products are
produced both in the United States and abroad.
NIKE, Inc., was incorporated in 1968 under the laws of the state of Oregon.
As used herein and in any Prospectus Supplement, the terms "NIKE" and the
"Company" refer to NIKE, Inc. and its predecessors, subsidiaries and
affiliates, unless the context indicates otherwise. NIKE's principal executive
offices are located at One Bowerman Drive, Beaverton, Oregon 97005-6453 and
its telephone number is (503) 671-6453.
USE OF PROCEEDS
Except as may be set forth in the Prospectus Supplement, NIKE intends to use
the net proceeds from the sale of the Debt Securities for general corporate
purposes, including, without limitation, working capital, capital
expenditures, investments in subsidiaries and refinancing of debt.
3
SELECTED FINANCIAL DATA
The selected consolidated financial data shown below for, and as of the end
of, each of the years in the five-year period ended May 31, 1996 have been
derived from NIKE's consolidated financial statements, which have been audited
by Price Waterhouse LLP, independent accountants, and which have been
incorporated in this Prospectus by reference. The selected consolidated
financial data should be read in conjunction with NIKE's Consolidated Financial
Statements, incorporated herein by reference.
FISCAL YEAR ENDED MAY 31,
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1992 1993 1994 1995 1996
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(DOLLARS IN THOUSANDS)
STATEMENT OF INCOME
DATA:
Revenues............... $3,405,211 $3,930,984 $3,789,668 $4,760,834 $6,470,625
Gross margin........... 1,316,122 1,543,991 1,488,245 1,895,554 2,563,879
Gross margin as a
percentage of
Revenues.............. 38.7% 39.3% 39.3% 39.8% 39.6%
Selling, general and
administrative
expenses.............. 761,498 922,261 974,099 1,209,760 1,588,612
Selling, general and
administrative
expenses as a
percentage of
Revenues.............. 22.4% 23.5% 25.7% 25.4% 24.6%
Net income............. 329,218 365,016 298,794 399,664 553,190
BALANCE SHEET DATA
(PERIOD END):
Cash and equivalents... 260,050 291,284 518,816 216,071 262,117
Inventories............ 471,202 592,986 470,023 629,742 931,151
Working capital........ 964,291 1,165,204 1,208,444 938,393 1,259,881
Total assets........... 1,871,667 2,186,269 2,373,815 3,142,745 3,951,628
Short-term debt(1)..... 162,648 218,692 249,509 558,523 689,778
Long-term debt......... 69,476 15,033 12,364 10,565 9,584
Common shareholders'
equity................ 1,328,488 1,642,819 1,740,949 1,964,689 2,431,400
OTHER DATA:
Cash flow from
operations............ 435,838 265,292 576,463 254,913 330,021
Ratio of earnings to
fixed charges(2)...... 14.27 16.80 18.44 17.67 16.53
GEOGRAPHIC REVENUES:
United States.......... $2,270,880 $2,528,848 $2,432,684 $2,997,864 $3,964,662
Europe................. 919,763 1,085,683 927,269 980,444 1,334,340
Asia/Pacific........... 75,732 178,196 283,421 515,652 735,094
Canada, Latin America
and other............. 138,836 138,257 146,294 266,874 436,529
---------- ---------- ---------- ---------- ----------
Total Revenues......... $3,405,211 $3,930,984 $3,789,668 $4,760,834 $6,470,625
========== ========== ========== ========== ==========
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(1) Short-term debt consists of current portion of long-term debt, notes
payable and interest-bearing accounts payable.
(2) In accordance with the rules and regulations of the Commission, for
purposes of computing the ratios of earnings to fixed charges, earnings
represent income from operations before fixed charges and taxes, and fixed
charges represent interest on indebtedness, amortization of debt discount
and a share of rental expense which is deemed to be representative of the
interest factor.
4
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby are to be issued under an indenture (the
"Indenture") to be executed by NIKE and a trustee, as Trustee (the "Trustee").
A copy of the form of Indenture has been filed as an exhibit to the
Registration Statement. Section references used in this Prospectus refer to
sections of the Indenture.
NIKE may offer under this Prospectus up to $500,000,000 aggregate principal
amount of Debt Securities, or if Debt Securities are issued at a discount, or
in a foreign currency or composite currency, such principal amount as may be
sold for an initial public offering price of up to $500,000,000. Unless
otherwise specified in the applicable Prospectus Supplement, the Debt
Securities will represent direct, unsecured obligations of NIKE and will rank
equally with all other unsecured and unsubordinated indebtedness of NIKE.
The following statements relating to the Debt Securities and the Indenture
are summaries and do not purport to be complete. Such summaries may make use
of certain terms defined in the Indenture and are qualified in their entirety
by express reference to the Indenture. In addition, certain defined terms are
set forth below under "--Certain Definitions".
GENERAL
The terms of each series of Debt Securities will be established by or
pursuant to a resolution of the Board of Directors of NIKE and set forth or
determined in the manner provided in an Officers' Certificate or by a
supplemental indenture. (Indenture (S) 2.2) The particular terms of each
series of Debt Securities will be described in a Prospectus Supplement
relating to such series (including any Pricing Supplement thereto).
The Debt Securities that may be offered under the Indenture are not limited
in aggregate principal amount. The Debt Securities may be issued in one or
more series with the same or various maturities, at par, at a premium, or at a
discount. The Prospectus Supplement (including any Pricing Supplement thereto)
will set forth the initial offering price, the aggregate principal amount and
the following terms of the Debt Securities in respect of which this Prospectus
is delivered: (1) the title of such Debt Securities; (2) the price or prices
(expressed as a percentage of the aggregate principal amount thereof) at which
the Debt Securities will be issued; (3) any limit on the aggregate principal
amount of such Debt Securities; (4) the date or dates on which principal on
such Debt Securities will be payable; (5) the rate or rates (which may be
fixed or variable) per annum or, if applicable, the method used to determine
such rate or rates (including any commodity, commodity index, stock exchange
index or financial index) at which such Debt Securities will bear interest, if
any, the date or dates from which such interest, if any, will accrue, the date
or dates on which such interest, if any, will commence and be payable and any
regular record date for the interest payable on any interest payment date; (6)
the place or places where principal of, premium, if any, and interest, if any,
on such Debt Securities will be payable; (7) the period or periods within
which, the price or prices at which and the terms and conditions upon which
the Debt Securities may be redeemed; (8) the obligation, if any, of NIKE to
redeem or purchase the Debt Securities pursuant to any sinking fund or
analogous provisions or at the option of a holder thereof; (9) the dates, if
any, on which and the price or prices at which the Debt Securities will be
repurchased by NIKE at the option of the Holders thereof and other detailed
terms and provisions of such repurchase obligations; (10) the denominations in
which such Debt Securities may be issuable, if other than denominations of
$1,000 and any integral multiple thereof; (11) whether the Debt Securities are
to be issuable in the form of Certificated Debt Securities (as defined below)
or Global Debt Securities (as defined below); (12) the portion of principal
amount of such Debt Securities that shall be payable upon declaration of
acceleration of the maturity date thereof, if other than the principal amount
thereof; (13) the currency of denomination of such Debt Securities; (14) the
designation of the currency, currencies or currency units in which payment of
principal of, premium, if
5
any, and interest, if any, on such Debt Securities will be made; (15) if
payments of principal of, premium, if any, or interest, if any, on the Debt
Securities are to be made in one or more currencies or currency units other
than that or those in which such Debt Securities are denominated, the manner
in which the exchange rate with respect to such payments will be determined;
(16) the manner in which the amounts of payment of principal of, premium, if
any, or interest, if any, on such Debt Securities will be determined, if such
amounts may be determined by reference to an index based on a currency or
currencies other than that in which the Debt Securities are denominated or
designated to be payable or by reference to a commodity, commodity index,
stock exchange index or financial index; (17) the provisions, if any, relating
to any security provided for such Debt Securities; (18) any addition to or
change in the Events of Default described herein or in the Indenture with
respect to such Debt Securities and any change in the acceleration provisions
described herein or in the Indenture with respect to such Debt Securities;
(19) any addition to or change in the covenants described herein or in the
Indenture with respect to such Debt Securities; (20) any other terms of such
Debt Securities, none of which will be inconsistent with the Indenture but
which may modify or delete any provision of the Indenture insofar as it
applies to such series; and (21) any depositaries, interest rate calculation
agents, exchange rate calculation agents or other agents with respect to the
Debt Securities other than those originally appointed. (Indenture (S) 2.2)
Debt Securities may be issued that provide for an amount less than the
stated principal amount thereof to be due and payable upon declaration of
acceleration of the maturity thereof pursuant to the terms of the Indenture
("Discount Securities"). Federal income tax considerations and other special
considerations applicable to any such Discount Securities will be described in
the applicable Prospectus Supplement.
If the purchase price of any of the Debt Securities is denominated in a
foreign currency or currencies, or a foreign currency unit or units or if the
principal of and any premium and interest on any series of Debt Securities is
payable in a foreign currency or currencies or a foreign currency unit or
units, the restrictions, elections, general tax considerations, specific terms
and other information with respect to such issue of Debt Securities and such
foreign currency or currencies or foreign currency unit or units will be set
forth in the applicable Prospectus Supplement.
PAYMENT OF INTEREST AND EXCHANGE
Each Debt Security will be represented by either one or more global
securities (a "Global Debt Security") registered in the name of The Depository
Trust Company, as Depository (the "Depository") or a nominee of the Depository
(each such Debt Security represented by a Global Debt Security being herein
referred to as a "Book-Entry Debt Security"), or a certificate issued in
definitive registered form (a "Certificated Debt Security"), as set forth in
the applicable Prospectus Supplement. Except as set forth under "Global Debt
Securities and Book-Entry System" below, Book-Entry Debt Securities will not
be issuable in certificate form.
CERTIFICATED DEBT SECURITIES. Certificated Debt Securities may be
transferred or exchanged at the Trustee's office or paying agencies in
accordance with the terms of the Indenture. No service charge will be made for
any transfer or exchange of Certificated Debt Securities, but NIKE may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The transfer of Certificated Debt Securities and the right to the principal
of, premium, if any, and interest, if any, on such Certificated Debt
Securities may be effected only by surrender of the old certificate
representing such Certificated Debt Securities and either reissuance by NIKE
or the Trustee of the old certificate to the new Holder or the issuance by
NIKE or the Trustee of a new certificate to the new Holder.
6
GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM. Each Global Debt Security
representing Book-Entry Debt Securities will be deposited with, or on behalf
of, the Depository, and registered in the name of the Depository or a nominee
of the Depository. Except as set forth below, Book-Entry Debt Securities will
not be exchangeable for Certificated Debt Securities and will not otherwise be
issuable as Certificated Debt Securities.
The procedures that the Depository has indicated it intends to follow with
respect to Book-Entry Debt Securities are set forth below.
Ownership of beneficial interests in Book-Entry Debt Securities will be
limited to persons that have accounts with the Depository for the related
Global Debt Security ("participants") or persons that may hold interests
through participants. Upon the issuance of a Global Debt Security, the
Depository will credit, on its book-entry registration and transfer system,
the participants' accounts with the respective principal amounts of the Book-
Entry Debt Securities represented by such Global Debt Security beneficially
owned by such participants. The accounts to be credited shall be designated by
any dealers, underwriters or agents participating in the distribution of such
Book-Entry Debt Securities. Ownership of Book-Entry Debt Securities will be
shown on, and the transfer of such ownership interests will be effected only
through, records maintained by the Depository for the related Global Debt
Security (with respect to interests of participants) and on the records of
participants (with respect to interests of persons holding through
participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Book-Entry Debt Securities.
So long as the Depository for a Global Debt Security, or its nominee, is the
registered owner of such Global Debt Security, such Depository or such
nominee, as the case may be, will be considered the sole owner or holder of
the Book-Entry Debt Securities represented by such Global Debt Security for
all purposes under the Indenture. Except as set forth below, owners of Book-
Entry Debt Securities will not be entitled to have such securities registered
in their names, will not receive or be entitled to receive physical delivery
of a certificate in definitive form representing such securities and will not
be considered the owners or holders thereof under the Indenture. Accordingly,
each person owning Book-Entry Debt Securities must rely on the procedures of
the Depository for the related Global Debt Security and, if such person is not
a participant, on the procedures of the participant through which such person
owns its interest, to exercise any rights of a holder under the Indenture.
The Company understands, however, that under existing industry practice, the
Depository will authorize the persons on whose behalf it holds a Global Debt
Security to exercise certain rights of holders of Debt Securities, and the
Indenture provides that the Company, the Trustee and their respective agents
will treat as the holder of a Debt Security the persons specified in a written
statement of the Depository with respect to such Global Debt Security for
purposes of obtaining any consents or directions required to be given by
holders of the Debt Securities pursuant to the Indenture. (Indenture (S)
2.14.6)
Payments of principal, premium, if any, and interest on Book-Entry Debt
Securities will be made to the Depository or its nominee, as the case may be,
as the registered holder of the related Global Debt Security. (Indenture (S)
2.14.5) None of NIKE, the Trustee or any other agent of NIKE or agent of the
Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in such Global Debt Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
NIKE expects that the Depository, upon receipt of any payment of principal,
premium, if any, or interest on a Global Debt Security, will immediately
credit participants' accounts with payments in amounts proportionate to the
respective amounts of Book-Entry Debt Securities held by each such
7
participant as shown on the records of such Depository. NIKE also expects that
payments by participants to owners of beneficial interests in Book-Entry Debt
Securities held through such participants will be governed by standing
customer instructions and customary practices, as is now the case with the
securities held for the accounts of customers in bearer form or registered in
"street name", and will be the responsibility of such participants.
If the Depository is at any time unwilling or unable to continue as
Depository or ceases to be a clearing agency registered under the Exchange
Act, and a successor Depository registered as a clearing agency under the
Exchange Act is not appointed by NIKE within 90 days, NIKE will issue
Certificated Debt Securities in exchange for each Global Debt Security. In
addition, NIKE may at any time and in its sole discretion determine not to
have any of the Book-Entry Debt Securities represented by one or more Global
Debt Securities and, in such event, will issue Certificated Debt Securities
issued in exchange for a Global Debt Security or Securities. Global Debt
Securities will also be exchangeable for Certificated Debt Securities if an
Event of Default with respect to the Book-Entry Debt Securities represented by
such Global Debt Securities has occurred and is continuing. Any Certificated
Debt Securities issued in exchange for a Global Debt Security will be
registered in such name or names as the Depository shall instruct the Trustee.
It is expected that such instructions will be based upon directions received
by the Depository from participants with respect to ownership of Book-Entry
Debt Securities relating to such Global Debt Security.
The foregoing information in this section concerning the Depository and the
Depository's Book-Entry System has been obtained from sources the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.
NO PROTECTION IN THE EVENT OF A CHANGE OF CONTROL
Unless otherwise set forth in the Prospectus Supplement, the Debt Securities
will not contain any provisions which may afford holders of the Debt
Securities protection in the event of a change in control of NIKE or in the
event of a highly leveraged transaction (whether or not such transaction
results in a change in control of NIKE).
COVENANTS
Unless otherwise set forth in the Prospectus Supplement and in a supplement
to the Indenture, a Board Resolution or an Officers' Certificate delivered
pursuant thereto, and except as set forth below, the Debt Securities will not
contain any restrictive covenants, including covenants restricting NIKE or any
of its subsidiaries from incurring, issuing, assuming or guarantying any
indebtedness secured by a lien upon any property or shares of capital stock of
NIKE or any subsidiary, or restricting NIKE or any subsidiary from entering
into any sale and leaseback transactions.
CONSOLIDATION, MERGER AND SALE OF ASSETS
NIKE may not consolidate with or merge into, or convey, transfer or lease
all or substantially all of its properties and assets to, any Person (a
"successor Person"), and may not permit any Person to merge into, or convey,
transfer or lease its properties and assets substantially as an entirety to,
NIKE, unless (i) the successor Person (if any) is a corporation, partnership,
trust or other entity organized and validly existing under the laws of any
U.S. domestic jurisdiction and expressly assumes NIKE's obligations on the
Debt Securities and under the Indenture, (ii) immediately after giving effect
to the transaction, no Event of Default, and no event which, after notice or
lapse of time, or both, would become an Event of Default, shall have occurred
and be continuing under the Indenture and (iii) certain other conditions are
met. (Indenture (S) 5.1)
8
EVENTS OF DEFAULT
The following will be Events of Default under the Indenture with respect to
Debt Securities of any series: (a) default in the payment of any interest upon
any Debt Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days (unless the entire amount
of such payment is deposited by NIKE with the Trustee or with a paying agent
prior to the expiration of such period of 30 days); (b) default in the payment
of principal of or premium, if any, on any Debt Security of that series when
due and payable; (c) default in the deposit of any sinking fund payment, when
and as due in respect of any Debt Security of that series; (d) default in the
performance or breach of any other covenant or warranty of NIKE in the
Indenture (other than a covenant or warranty that has been included in the
Indenture solely for the benefit of a series of Debt Securities other than
that series), which default continues uncured for a period of 60 days after
written notice to NIKE by the Trustee or to NIKE and the Trustee by the
holders of at least 25% in principal amount of the outstanding Debt Securities
of that series as provided in the Indenture; (e) an event of default under any
Debt of NIKE (including a default with respect to Debt Securities of any
series other than that series) or any Subsidiary, whether such Debt now exists
or shall hereafter be created, if (A) such default results from the failure to
pay any such Debt when it becomes due, (B) the principal amount of such Debt,
together with the principal amount of any other such Debt in default for
failure to pay principal at stated final maturity or the maturity of which has
been so accelerated, aggregates $100 million or more at any one time
outstanding and (C) such Debt is not discharged or such acceleration is not
rescinded or annulled within 10 days after written notice as provided in the
Indenture; (f) certain events of bankruptcy, insolvency or reorganization; and
(g) any other Event of Default provided with respect to Debt Securities of
that series that is described in the Prospectus Supplement accompanying this
Prospectus. No Event of Default with respect to a particular series of Debt
Securities (except as to the certain events in bankruptcy, insolvency or
reorganization) necessarily constitutes an Event of Default with respect to
any other series of Debt Securities. (Indenture (S) 6.1). The occurrence of an
Event of Default may constitute an event of default under NIKE's bank credit
agreements in existence from time to time and under certain guaranties by NIKE
of any subsidiary indebtedness. In addition, the occurrence of certain Events
of Default or an acceleration under the Indenture may constitute an event of
default under certain other indebtedness of NIKE outstanding from time to
time.
If an Event of Default with respect to Debt Securities of any series at the
time outstanding occurs and is continuing, then in every such case the Trustee
or the holders of not less than 25% in principal amount of the outstanding
Debt Securities of that series may, by a notice in writing to NIKE (and to the
Trustee if given by the holders), declare to be due and payable immediately
the principal (or, if the Debt Securities of that series are Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) and premium, if any, of all Debt Securities of that
series. In the case of an Event of Default resulting from certain events of
bankruptcy, insolvency or reorganization, the principal (or such specified
amount) and premium, if any, of all outstanding Debt Securities shall ipso
facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any holder of outstanding Debt
Securities. At any time after a declaration of acceleration with respect to
Debt Securities of any series has been made, but before a judgment or decree
for payment of the money due has been obtained by the Trustee, the holders of
a majority in principal amount of the outstanding Debt Securities of that
series may, subject to NIKE having paid or deposited with the Trustee a sum
sufficient to pay overdue interest and principal which has become due other
than by acceleration and certain other conditions, rescind and annul such
acceleration if all Events of Default, other than the non-payment of
accelerated principal and premium, if any, with respect to Debt Securities of
that series, have been cured or waived as provided in the Indenture.
(Indenture (S) 6.2) For information as to waiver of defaults see the
discussion set forth below under "--Modification and Waiver". Reference is
made to the Prospectus Supplement relating to any series of Debt Securities
that are Discount Securities for the particular provisions relating to
acceleration of a portion of the principal amount of such Discount Securities
upon the occurrence of an Event of Default and the continuation thereof.
9
The Indenture provides that the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
holder of outstanding Debt Securities, unless the Trustee receives indemnity
satisfactory to it against any loss, liability or expense. (Indenture (S)
7.1(e)) Subject to certain rights of the Trustee, the holders of a majority in
principal amount of the outstanding Debt Securities of any series shall have
the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Debt Securities of that series.
(Indenture (S) 6.12)
No holder of any Debt Security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture
or for the appointment of a receiver or trustee, or for any remedy under the
Indenture, unless such holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to Debt
Securities of that series and unless also the holders of at least 25% in
principal amount of the outstanding Debt Securities of that series shall have
made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the holders of a majority in principal amount of the outstanding Debt
Securities of that series a direction inconsistent with such request and shall
have failed to institute such proceeding within 60 days. (Indenture (S) 6.7)
Notwithstanding the foregoing, the holder of any Debt Security will have an
absolute and unconditional right to receive payment of the principal of,
premium, if any, and any interest on such Debt Security on or after the due
dates expressed in such Debt Security and to institute suit for the
enforcement of any such payment. (Indenture (S) 6.8)
The Indenture requires NIKE, within 90 days after the end of each of its
fiscal years, to furnish to the Trustee a statement as to compliance with the
Indenture. (Indenture (S) 4.3) The Indenture provides that the Trustee may
withhold notice to the holders of Debt Securities of any series of any Default
or Event or Default (except in payment on any Debt Securities of such series)
with respect to Debt Securities of such series if it in good faith determines
that withholding such notice is in the interest of the holders of such Debt
Securities. (Indenture (S) 7.5)
MODIFICATION AND WAIVER
Modifications to, and amendments of, the Indenture may be made by NIKE and
the Trustee with the consent of the holders of at least a majority in
principal amount of the outstanding Debt Securities of each series affected by
such modifications or amendments; provided, however, that no such modification
or amendment may, without the consent of the holder of each outstanding Debt
Security affected thereby: (a) change the amount of Debt Securities whose
holders must consent to an amendment or waiver; (b) reduce the rate of or
extend the time for payment of interest (including default interest) on any
Debt Security; (c) reduce the principal or premium, if any, or change the
fixed maturity of any Debt Security or reduce the amount of, or postpone the
date fixed for, the payment of any sinking fund or analogous obligation with
respect to any series of Debt Securities; (d) reduce the principal amount of
Discount Securities payable upon acceleration of the maturity thereof; (e)
waive a default in the payment of the principal of, premium, if any, or
interest, if any, on any Debt Security (except a rescission of acceleration of
the Debt Securities of any series by the holders of at least a majority in
aggregate principal amount of the then outstanding Debt Securities of such
series and a waiver of the payment default that resulted from such
acceleration); (f) make the principal of or premium, if any, or interest, if
any, on any Debt Security payable in currency other than that stated in the
Debt Security; (g) make any change to certain provisions of the Indenture
relating to, among other things, the right of holders of Debt Securities to
receive payment of the principal, premium, if any, and interest on such Debt
Securities and to institute suit for the enforcement of any such payment and
to waivers or amendments; or (h) waive a redemption payment with respect to
any Debt Security or change any of the provisions with respect to the
redemption of any Debt Securities. (Indenture (S) 9.3)
10
The holders of at least a majority in principal amount of the outstanding
Debt Securities of any series may on behalf of the holders of all Debt
Securities of that series waive, insofar as that series is concerned,
compliance by NIKE with provisions of the Indenture other than certain
specified provisions. (Indenture (S) 9.2) The holders of a majority in
principal amount of the outstanding Debt Securities of any series may on
behalf of the holders of all the Debt Securities of such series waive any past
default under the Indenture with respect to such series and its consequences,
except a default in the payment of the principal of, premium, if any, or any
interest on any Debt Security of that series; provided, however, that the
holders of a majority in principal amount of the outstanding Debt Securities
of any series may rescind an acceleration and its consequences, including any
related payment default that resulted from such acceleration. (Indenture (S)
6.13)
DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES
LEGAL DEFEASANCE. The Indenture provides that NIKE may be discharged from
any and all obligations in respect of the Debt Securities of any series
(except for certain obligations to register the transfer or exchange of Debt
Securities of such series, to replace stolen, lost or mutilated Debt
Securities of such series, and to maintain paying agencies and certain
provisions relating to the treatment of funds held by paying agents) upon the
deposit with the Trustee, in trust, of money and/or U.S. Government
Obligations or, in the case of Debt Securities denominated in a single
currency other than U.S. Dollars, Foreign Government Obligations, that,
through the payment of interest and principal in respect thereof in accordance
with their terms, will provide money in an amount sufficient in the opinion of
a nationally recognized firm of independent public accountants to pay and
discharge each installment of principal (and premium, if any) and interest, if
any, on and any mandatory sinking fund payments in respect of the Debt
Securities of such series on the stated maturity of such payments in
accordance with the terms of the Indenture and such Debt Securities. Such
discharge may occur only if, among other things, NIKE has received from, or
there has been published by, the United States Internal Revenue Service a
ruling, or, since the date of execution of the Indenture, there has been a
change in the applicable United States federal income tax law, in either case
to the effect that holders of the Debt Securities of such series will not
recognize income, gain or loss for United States federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
United States federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit, defeasance and
discharge had not occurred. (Indenture (S) 8.3)
DEFEASANCE OF CERTAIN COVENANTS. The Indenture provides that unless
otherwise provided by the terms of the applicable series of Debt Securities,
upon compliance with certain conditions, (i) NIKE may omit to comply with the
restrictive covenants contained in Sections 4.2, 4.3 through 4.6 and Section
5.1 of the Indenture, as well as any additional covenants contained in a
supplement to the Indenture, a Board Resolution or an Officers' Certificate
delivered pursuant thereto; and (ii) Events of Default under Section 6.1(e)
shall be inapplicable to such series. The conditions include: the deposit with
the Trustee of money and/or U.S. Government Obligations or, in the case of
Debt Securities denominated in a single currency other than U.S. Dollars,
Foreign Government Obligations, that, through the payment of interest and
principal in respect thereof in accordance with their terms, will provide
money in an amount sufficient in the opinion of a nationally recognized firm
of independent public accountants to pay principal, premium, if any, and
interest, if any, on and any mandatory sinking fund payments in respect of the
Debt Securities of such series on the stated maturity of such payments in
accordance with the terms of the Indenture and such Debt Securities; and the
delivery to the Trustee of an opinion of counsel to the effect that the
holders of the Debt Securities of such series will not recognize income, gain
or loss for United States federal income tax purposes as a result of such
deposit and related covenant defeasance and will be subject to United States
federal income tax in the same amount and in the same manner and at the same
times as would have been the case if such deposit and related covenant
defeasance had not occurred. (Indenture (S) 8.4)
11
DEFEASANCE AND EVENTS OF DEFAULT. In the event NIKE exercises its option to
omit compliance with certain covenants of the Indenture with respect to any
series of Debt Securities and the Debt Securities of such series are declared
due and payable because of the occurrence of any Event of Default, the amount
of money and/or U.S. Government Obligations or Foreign Government Obligations
on deposit with the Trustee will be sufficient to pay amounts due on the Debt
Securities of such series at the time of their stated maturity but may not be
sufficient to pay amounts due on the Debt Securities of such series at the
time of the acceleration resulting from such Event of Default. However, NIKE
shall remain liable for such payments.
"FOREIGN GOVERNMENT OBLIGATIONS" means, with respect to Debt Securities of
any series that are denominated in a currency other than U.S. Dollars, (i)
direct obligations of the government that issued or caused to be issued such
currency for the payment of which obligations its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by or acting
as an agency or instrumentality of such government the timely payment of which
is unconditionally guaranteed as a full faith and credit obligation by such
government, which, in either case under clauses (i) or (ii), are not callable
or redeemable at the option of the issuer thereof.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and construed in
accordance with, the internal laws of the State of New York. (Indenture (S)
10.10)
PLAN OF DISTRIBUTION
NIKE may sell Debt Securities to or through underwriters and also may sell
Debt Securities directly to other purchasers or through agents.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may receive
compensation from NIKE or from purchasers of Debt Securities for whom they may
act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters under the
Securities Act, and any discounts or commissions received by them from NIKE
and any profit on the resale of Debt Securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any compensation received from
NIKE will be described, in the Prospectus Supplement.
NIKE may enter into agreements under which underwriters and agents who
participate in the distribution of Debt Securities may be entitled to
indemnification by NIKE against certain liabilities, including liabilities
under the Securities Act.
LEGAL MATTERS
The validity of the Debt Securities will be passed upon for NIKE by Latham &
Watkins, San Francisco, California and by Paul J. Kelly, Jr., Esq., General
Counsel of NIKE.
12
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Company's Current Report on Form 8-K dated September 16, 1996
have been so incorporated in reliance upon the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this Prospectus
or any Prospectus Supplement, including, without limitation, statements
containing the words "believes", "anticipates", "expects" and words of similar
import, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements of NIKE, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following: international,
national and local general economic and market conditions; demographic
changes; the size and growth of the overall athletic market or the footwear or
apparel segments thereof; the ability of NIKE to sustain, manage or forecast
its growth; the size, timing and mix of purchases of NIKE's products; new
product development and introduction; changes in consumer preferences;
existing government regulations and changes in, or the failure to comply with,
government regulations; adverse publicity; dependence on distributors;
liability and other claims asserted against NIKE; competition; the loss of
significant customers or suppliers; fluctuations and difficulty in forecasting
operating results, including, without limitation, the fact that futures orders
may not be indicative of future revenues; changes in business strategy or
development plans; business disruptions; general risks associated with doing
business outside of the United States, including, without limitation, import
duties, tariffs, quotas and political instability; the ability to attract and
retain qualified personnel; the ability to protect trademarks, patents and
other intellectual property; the use of proceeds from the offering; and other
factors referenced or incorporated by reference in this Prospectus or any
Prospectus Supplement. GIVEN SUCH UNCERTAINTIES, PROSPECTIVE INVESTORS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS. NIKE
disclaims any obligation to update any such factors or to publicly announce
the results of any revisions to any of the forward-looking statements
contained or incorporated by reference herein to reflect future events or
developments.
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Capitalized terms used but not defined in Part II have the meanings ascribed
to them in the Prospectus contained in this Registration Statement.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an estimate of expenses to be incurred by the
Company in connection with the issuance and distribution of the securities
offered hereby.
Securities and Exchange Commission registration fee................ $151,515
Blue Sky fees and expenses......................................... $ 5,000
Legal fees and disbursements....................................... $300,000
Rating agency fees................................................. $ 60,000
Printing and engraving expenses.................................... $ 14,000
Accounting fees and expenses....................................... $ 40,000
Trustee's fees..................................................... $ 5,500
Miscellaneous...................................................... $ 23,985
--------
TOTAL............................................................ $600,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Oregon Business Corporation Act (the "OBCA") permits a corporation to
include in its articles of incorporation a provision indemnifying a director
if (a) the conduct of the individual was in good faith; (b) the individual
reasonably believed that the individual's conduct was in the best interests of
the corporation, or at least not opposed to its best interests; and (c) in the
case of any criminal proceeding, the individual had no reasonable cause to
believe the individual's conduct was unlawful. In addition, the OBCA provides
that, unless limited by its articles of incorporation, a corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which the director was a party because of
being a director of the corporation against reasonable expenses incurred by
the director in connection with the proceedings. The Company's articles of
incorporation do not limit such right of indemnification. Section 60.411 of
the OBCA also provides that a corporation has the power to purchase and
maintain insurance on behalf of an individual against any liability asserted
against or incurred by the individual who is or was a director, officer,
employee or agent of the corporation or who, while a director, officer,
employee or agent of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, even if the corporation had no
power to indemnify the individual against such liability under the provisions
of Sections 60.391 or 60.394.
Article VIII of the Restated Articles of Incorporation of the Company
provides as follows:
A. The Corporation shall have the power to indemnify to the fullest
extent not prohibited by law any person who is made or threatened to be
made a party to, witness in, or otherwise involved in, any action, suit or
proceeding, whether civil, criminal, administrative, investigative,
legislative, formal or informal, internal or external or otherwise
(including an action, suit or proceeding by or in the right of the
Corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the Corporation or a fiduciary within the
meaning of the Employee Retirement Income Security Act of 1974 with respect
to any employee benefit plan of the Corporation, or serves or served at the
request of the Corporation as a director, officer, employee or agent or as
a fiduciary of an employee benefit plan, of another corporation,
partnership, joint
II-1
venture, trust, or other enterprise. Any indemnification provided pursuant
to this Article VIII shall not be exclusive of any rights to which the
person indemnified may otherwise be entitled under any articles of
incorporation, bylaw, agreement, statute, policy of insurance, vote of
shareholders or Board of Directors, or otherwise, which exists at or
subsequent to the time such person incurs or becomes subject to such
liability and expense.
B. To the fullest extent not prohibited by law, no director of the
Corporation shall be personally liable to the Corporation or its
shareholders for monetary damages for conduct as a director. No amendment
or repeal of this Article VIII, nor the adoption of any provision of these
Restated Articles of Incorporation inconsistent with this Article VIII, nor
a change in the law, shall adversely affect any right or protection that is
based upon this Paragraph B and pertains to conduct that occurred prior to
the time of such amendment, repeal, adoption or change. No change in the
law shall reduce or eliminate the rights and protections set forth in this
Paragraph B unless the change in the law specifically requires such
reduction or elimination. If the Oregon Business Corporation Act is amended
after this Article VIII becomes effective to authorize corporate action
further eliminating or limiting the personal liability of directors of the
Corporation, then the liability of directors of the Corporation shall be
eliminated or limited to the fullest extent not prohibited by the Oregon
Business Corporation Act as so amended.
Article 9 of the Company's Third Restated Bylaws (the "Company's Bylaws")
provides for indemnification of the Company's officers and directors to the
fullest extent permitted by law. However, the Company is not obligated to make
any indemnification in connection with (i) any claim made against any director
or officer for which payment is required to be made to or on behalf of the
director or officer under any insurance policy, except with respect to any
excess amount to which the director or officer is entitled beyond the amount
of payment under such insurance policy, or (ii) any proceeding initiated by
the director or officer, or any proceeding by the director or officer against
the Company or its directors, officers, employees or other persons entitled to
be indemnified by the Company, unless the Company is expressly required by law
to make the indemnification or certain other requirements are met. Article 9,
Section (k) of the Company's Bylaws provides that the Company may purchase
insurance on behalf of any person required or permitted to be indemnified
pursuant to Article 9 upon approval by the Company's Board of Directors.
The Company has entered into indemnity agreements with all directors and
executive officers of the Company relating to their positions as such. The
agreements provide generally that the Company will indemnify the party thereto
for liability arising from third-party proceedings, for proceedings by or in
the right of the Company and otherwise to the fullest extent not prohibited by
law, subject to certain exclusions. The Company also maintains liability
insurance for directors and officers of the Company acting within their
capacities as such.
II-2
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
4.01 Form of Indenture
5.01 Opinion of Paul J. Kelly, Jr., Esq. as to validity of Debt Securities
5.02 Opinion of Latham & Watkins as to validity of Debt Securities
*12.01 Statement of Computation of Ratios of Earnings to Fixed Charges
23.01 Consent of Price Waterhouse LLP
23.02 Consent of Paul J. Kelly, Jr., Esq. (contained in Exhibit 5.01)
23.03 Consent of Latham & Watkins (contained in Exhibit 5.02)
*24.01 Power of Attorney (contained in signature page hereto)
25.01 Statement of Eligibility of the Trustee on Form T-1 of The First
National Bank of Chicago
- --------
* Previously filed.
ITEM 17. 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 (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 (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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 Securities Exchange Act of 1934 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.
(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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of
II-3
1934) that is incorporated by reference in the registration statement 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) The undersigned registrant hereby also undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
(d) 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 undersigned
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.
II-4
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF BEAVERTON, STATE OF
OREGON, ON THE 25TH DAY OF NOVEMBER 1996.
NIKE, Inc.
/s/ Robert S. Falcone
By: _________________________________
ROBERT S. FALCONE CHIEF FINANCIAL
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
*Philip H. Knight Chairman of the November 25, 1996
- ---------------------------------- Board and Chief
PHILIP H. KNIGHT Executive Officer
(Principal
Executive Officer)
/s/ Robert S. Falcone Chief Financial November 25, 1996
- ---------------------------------- Officer (Principal
ROBERT S. FALCONE Financial and
Accounting Officer)
*William J. Bowerman Director November 25, 1996
- ----------------------------------
WILLIAM J. BOWERMAN
*Thomas E. Clarke Director November 25, 1996
- ----------------------------------
THOMAS E. CLARKE
*Jill K. Conway Director November 25, 1996
- ----------------------------------
JILL K. CONWAY
*Ralph D. DeNunzio Director November 25, 1996
- ----------------------------------
RALPH D. DENUNZIO
II-5
SIGNATURE TITLE DATE
*Richard K. Donahue Director November 25, 1996
- -------------------------------------
RICHARD K. DONAHUE
*Delbert J. Hayes Director November 25, 1996
- -------------------------------------
DELBERT J. HAYES
*Douglas G. Houser Director November 25, 1996
- -------------------------------------
DOUGLAS G. HOUSER
*John E. Jaqua Director November 25, 1996
- -------------------------------------
JOHN E. JAQUA
*Kenichi Ohmae Director November 25, 1996
- -------------------------------------
KENICHI OHMAE
*Charles W. Robinson Director November 25, 1996
- -------------------------------------
CHARLES W. ROBINSON
*A. Michael Spence Director November 25, 1996
- -------------------------------------
A. MICHAEL SPENCE
*John R. Thompson, Jr. Director November 25, 1996
- -------------------------------------
JOHN R. THOMPSON, JR.
/s/ Robert S. Falcone
*By: ________________________________ November 25, 1996
ROBERT S. FALCONE, ATTORNEY-IN-
FACT
II-6