As filed with the Securities and Exchange Commission on January 19, 2001
Registration No.333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.)
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.
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 /(1)/ per share /(2)/ offering price /(2)/ fee
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Common Stock, par value $.01 per 2,000,000 shares $ 4.53 $ 4,060,000 $ 2,256
share
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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) Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457(c) and (h), based upon the average of the high and
low prices of Global Sports, Inc. common stock on the Nasdaq National Market
on January 18, 2001.
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 Registration Statement on Form S-8 (Registration
No. 333-49363) filed with the SEC on April 3, 1998.
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Introductory Statement
The purpose of this Registration Statement is to register an additional
2,000,000 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, are incorporated herein by reference.
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 Blank Rome Comisky & McCauley LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on the Signature Page).
1
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: January 19, 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.
2
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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Chairman of the Board and Chief January 19, 2001
/s/ Michael G. Rubin Executive Officer
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Michael G. Rubin
Executive Vice President and January 19, 2001
/s/ Jordan M. Copland Chief Financial Officer
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Jordan M. Copland
/s/ Kenneth J. Adelberg Director January 19, 2001
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Kenneth J. Adelberg
/s/ Ronald S. Fisher Director January 19, 2001
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Ronald S. Fisher
/s/ Harvey Lamm Director January 19, 2001
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Harvey Lamm
/s/ Charles R. Lax Director January 19, 2001
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Charles R. Lax
/s/ Mark S. Menell Director January 19, 2001
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Mark S. Menell
/s/ Jeffrey F. Rayport Director January 19, 2001
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Jeffrey F. Rayport
3
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 Blank Rome Comisky & McCauley LLP (included in Exhibit
5.1).
24.1 Power of Attorney (included on the Signature Page).