As filed with the Securities and Exchange Commission on August 3, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 jurisdiction of (Address of Principal Executive Offices) (I.R.S. Employer
incorporation or organization) (Zip Code) Identification No.)
2001 NON-EXECUTIVE STOCK OPTION 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 100,000 shares/1/ $9.58/2/ $958,000/2/ $239.50/3/
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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 2001 Non-
Executive Stock Option Plan.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
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The documents containing the information specified in Item 1 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
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The documents containing information specified in Item 2 will be sent or
given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents filed with the SEC are incorporated herein by
reference:
(a) Global Sports' Annual Report on Form 10-K for the fiscal year ended
December 30, 2000;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (a) above; and
(c) The description of Global Sports' Common Stock which is incorporated
by reference in Global Sports' Registration Statement on Form 8-A filed with the
SEC on March 19, 1988, including any amendment or report filed for the purpose
of updating such description.
All reports and other documents subsequently filed by Global Sports with
the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
after the date of this Registration Statement but prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all securities then remaining unsold hereunder,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
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
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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 7. Exemption from Registration Claimed
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Not applicable.
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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Item 9. Undertakings
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933, as amended;
(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;
(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 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, as amended, that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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 of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated
by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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
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precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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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: August 2, 2001 /s/ Michael G. Rubin
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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 August 2, 2001
- --------------------------- Chief Executive Officer
Michael G. Rubin
/s/ Jordan M. Copland Executive Vice President August 2, 2001
- --------------------------- and Chief Financial Officer
Jordan M. Copland
Director
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Kenneth J. Adelberg
/s/ Ronald D. Fisher Director August 2, 2001
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Ronald D. Fisher
/s/ Harvey Lamm Director August 2, 2001
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Harvey Lamm
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/s/ Mark S. Menell Director August 2, 2001
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Mark S. Menell
/s/ Michael S. Perlis Director August 2, 2001
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Michael S. Perlis
/s/ Jeffrey F. Rayport Director August 2, 2001
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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).