As filed with the Securities and Exchange Commission on April 3, 1998
Registration No.333-
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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)
555 SOUTH HENDERSON ROAD
DELAWARE KING OF PRUSSIA, PENNSYLVANIA 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.)
1993 STOCK OPTION PLAN
1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1995 STOCK OPTION PLAN
1996 EQUITY INCENTIVE PLAN
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(Full title of the Plans)
Michael G. Rubin
Chairman and Chief Executive Officer
Global Sports, Inc.
555 South Henderson Road
King of Prussia, Pennsylvania 19406
(610) 337-2200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Arthur H. Miller, Esquire
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, Pennsylvania 19103
(215) 569-5500
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES Proposed Proposed
TO BE REGISTERED MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED (1) PER SHARE OFFERING PRICE FEE
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Common Stock, par value $.01 per share 1,132,500 shares $5.5625 (2) $ 6,299,531.25 (2) $1,858.37
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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 Plans.
(2) Based upon the average of the closing bid and asked price of the Common
Stock as reported on the NASD Over-the-Counter Bulletin Board on April 1,
1998, estimated solely for the purposes of calculating the registration fee
in accordance with Rule 457 under the Securities Act of 1933, as amended.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus included in this Registration Statement also relates to the
Registrant's 1987 Stock Option Plan, 1988 Stock Option Plan and 1990 Stock
Option Plan previously registered under the Registrant's Registration Statement
No. 33-42188 and the Registrant's 1992 Stock Option Plan previously registered
under the Registrant's Registration Statement No. 33-89170.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the Company's 1993 Stock Option Plan,
1995 Non-Employee Directors' Stock Option Plan, 1995 Stock Option Plan and
1996 Equity Incentive Plan (collectively, the "Plans") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
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The following documents previously filed by Global Sports, Inc. (the
"Company") with the Commission are hereby incorporated by reference in this
Registration Statement:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(ii) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in (i)
above; and
(iii) The description of the Company's Common Stock, which is
incorporated by reference to the Company's Registration
Statement on Form 8-A filed with the Commission on March 19,
1988 under the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company with the pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date of the filing of such documents.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to Global
Sports, Inc., 555 South Henderson Road, King of Prussia, Pennsylvania 19406,
Attention: Corporate Secretary, telephone number (610) 337-2200.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not Applicable.
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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 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 attorneys' 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 Company'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 Company.
As permitted by the Delaware General Corporation Law, the Company's Amended
and Restated Certificate of Incorporation eliminates the personal liability of
its directors to the Company and its stockholders, in certain circumstances, for
monetary damages arising from a breach of the director's fiduciary duty.
The Company has obtained directors' and officers' liability insurance which
covers certain liabilities, including liabilities to the Company and its
stockholders, in the amount of $3.0 million.
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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4.1 1993 Stock Option Plan
4.2 1995 Non-Employee Directors' Stock Option Plan
(incorporated by reference to the Company's Proxy
Statement filed on October 13, 1995).
4.3 1995 Stock Option Plan (incorporated by reference to
the Company's Form 8-K dated July 31, 1995).
4.4 1996 Equity Incentive Plan (incorporated by refrence to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1996).
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).
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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
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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 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 registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in King of Prussia, Pennsylvania, on the date indicated.
GLOBAL SPORTS, INC.
Date: March 31, 1998 By: /s/ Michael G. Rubin
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Michael G. Rubin,
Chairman, Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael G. Rubin and Steven A. Wolf, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution or resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, 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 their substitute or substitutes, 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, Director and Chief March 31, 1998
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Michael G. Rubin Executive Officer
/s/ Steven A. Wolf Chief Financial Officer March 31, 1998
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Steven A. Wolf
/s/ Kenneth J. Adelberg Director March 31, 1998
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Kenneth J. Adelberg
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 1993 Stock Option Plan
5.1 Opinion of Blank Rome Comisky & McCauley LLP regarding legality.
23.1 Consent of Deloitte & Touche LLP.