As filed with the Securities and Exchange Commission on July 24, 2001
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)
1075 First Avenue
Delaware King of Prussia, PA 19406 04-2958132
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(State or other (Address of Principal Executive (I.R.S. Employer
jurisdiction of Offices) Identification No.)
incorporation or (Zip Code)
organization)
1996 EQUITY INCENTIVE PLAN
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(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, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Francis E. Dehel, Esq.
Melissa Palat Murawsky, Esq.
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, PA 19103
(215) 569-5500
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Maximum maximum Amount of
to be registered Amount to be offering price aggregate registration
registered per share offering price fee
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Common Stock, par value $.01 per share 4,500,000 shares/(1)/ $5.73/(2)/ $25,785,000/(2)/ $6,447/(3)/
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(1) Plus such indeterminate number of additional shares as may be issued
pursuant to certain anti-dilution provisions contained in the 1996 Equity
Incentive Plan.
(2) Pursuant to Rule 457(h), based upon the price at which stock options
covered by the Registration Statement may be exercised and, in the case
where such price is not known, upon the average of the high and low sale
prices of our common stock, reported on the Nasdaq National Market on July
20, 2001.
(3) Pursuant to Rule 457(p), the amount of the filing fee due under this
Registration Statement has been offset by $6,447 representing a portion of
the filing fee paid under our Registration Statement on Form S-3
(Registration No. 333-33876), originally filed with the SEC on April 3,
2000 and withdrawn on May 8, 2000.
Rule 429 legend: The prospectus which will be used in connection with the sale
of securities covered by this Registration Statement issued pursuant to the 1996
Equity Incentive Plan will also be used in connection with the sale of
securities covered by (i) Registration Statement on Form S-8 (Registration No.
333-49363) filed with the SEC on April 3, 1998 and (ii) Registration Statement
on Form S-8 (Registration No. 333-53982) filed with the SEC on January 19, 2001.
Introductory Statement
The purpose of this Registration Statement is to register an additional
4,500,000 shares of common stock for issuance pursuant to the 1996 Equity
Incentive Plan as a result of an amendment to such plan. Pursuant to General
Instruction E to Form S-8, the contents of Registration Statement No. 333-49363
filed with the SEC on April 3, 1998 and Registration Statement No. 333-53982
filed with the SEC on January 19, 2001 are incorporated herein by reference.
Item 6. Indemnification of Directors and Officers
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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 proceedings 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.
Item 8. Exhibits.
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The following exhibits are filed as part of this Registration Statement
or, where so indicated, have been previously filed and are incorporated herein
by reference.
Exhibit No. Description
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5.1 Opinion of Blank Rome Comisky & McCauley LLP regarding
legality.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Blank Rome Comisky & McCauley LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on the Signature Page).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 King of Prussia, Pennsylvania, on the date indicated.
GLOBAL SPORTS, INC.
Date: July 24, 2001 /s/ Michael G. Rubin
Michael G. Rubin,
Chairman of the Board and Chief Executive
Officer
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, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Capacity Date
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/s/ Michael G. Rubin Chairman of the Board and Chief July 24,2001
Michael G. Rubin Executive Officer
/s/ Jordan M. Copland Executive Vice President and July 24, 2001
Jordan M. Copland Chief Financial Officer
/s/ Kenneth J. Adelberg Director July 24, 2001
Kenneth J. Adelberg
/s/ Ronald S. Fisher Director July 24, 2001
Ronald S. Fisher
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II-4
/s/ Harvey Lamm Director July 24, 2001
Harvey Lamm
/s/ Mark S. Menell Director July 24, 2001
Mark S. Menell
/s/ Michael S. Perlis Director July 24, 2001
Michael S. Perlis
/s/ Jeffrey F. Rayport Director July 24, 2001
Jeffrey F. Rayport
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EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Blank Rome Comisky & McCauley LLP regarding legality.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Blank Rome Comisky & McCauley LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on the Signature Page).