As filed with the Securities and Exchange Commission
on August 13, 1996
Registration No. 333-___________
-------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
--------
Registration Statement Under the Securities Act of 1933
-------------------------------------------------------
MOSSIMO, INC.
-------------
(Exact name of registrant as specified in its charter)
Delaware 33-0684524
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15320 Barranca Parkway, Irvine, California 92718
------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1995 STOCK PLAN
1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plans)
ERIC R. HOHL
CHIEF OPERATING OFFICER
MOSSIMO, INC.
15320 Barranca Parkway
Irvine, California 92718
(714) 453-1300
(Name, address and telephone number of agent for service)
--------------------------------------
Copies to:
Jon W. Newby, Esquire
Sheppard, Mullin, Richter & Hampton LLP
333 South Hope Street, 48th Floor
Los Angeles, California 90071
--------------------------------------
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------
Proposed
Title of maximum
securities Amount offering Proposed maximum Amount of
to be to be price per aggregate offering registration
registered registered unit price fee
-----------------------------------------------------------------------
Common Stock
$.001 par 1,750,000
value Shares<F1> $40.50<F2> $ 70,875,000<F2> $ 24,440<F3>
-----------------------------------------------------------------------
Page 1 of 18 <PAGE>
<F1> Pursuant to Rule 416, this Registration Statement also
covers such additional securities as may become issuable
pursuant to the anti-dilution provisions of the Plans.
<F2> Estimated solely for purposes of calculating the
registration fee.
<F3> Pursuant to Rule 457(h), the offering price and
registration fee have been calculated based upon the
average of the high and low prices of Common Stock
quoted on the New York Stock Exchange on August 9, 1996,
a day within five business days prior to the filing of
this Registration Statement.
Exhibit Index is on page 10
Page 2 of 18 <PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
-----------------------------------------
ITEM 1. PLAN INFORMATION<*>
ITEM 2. REGISTRANT INFORMATION<*>
[FN]
<*> Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this
registration statement in accordance with the Note in
Part I of Form S-8.
PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT
----------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Mossimo, Inc. (the
"Company" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") are hereby
incorporated by reference:
(a) The Prospectus dated February 22, 1996 filed
pursuant to Rule 424(b) as part of the
Company's Registration Statement on Form S-1,
as amended (Registration No. 33-80597),
originally filed on December 20, 1995, which
includes a description of the Company's Common
Stock, $.001 par value;
(b) The description of the Company's Common Stock
included in its Registration Statement on
Form 8-A, filed February 14, 1996, as amended;
(c) The Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996; and
(d) All other reports filed under Section 13(a) or
15(d) of the Exchange Act since the end of the
most recent fiscal year.
All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all
securities offered 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 hereof from the date of filing of such
documents. Copies of these documents will not be filed with
this Registration Statement. Any statement contained herein
or in a document incorporated or deemed to be incorporated by
Page 3 of 18 <PAGE>
reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent
that such statement is modified or superseded by a
subsequently filed document which also is or is deemed to be
incorporated by reference herein. Any such statement so
modified or superseded shall not be deemed to constitute a
part of this Registration Statement except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General
Corporation Law, the Certificate of Incorporation and Bylaws
of the Registrant provide that: (i) the Registrant is
required to indemnify its directors and officers and may
indemnify its other employees and agents, and persons serving
in such capacities in other business enterprises (including,
for example, subsidiaries of the Registrant) at the
Registrant's request, to the fullest extent permitted by
Delaware law, including those circumstances in which
indemnification would otherwise be discretionary; (ii) the
Registrant is required to advance expenses to such directors
and officers and may advance expenses to such other employees
and agents in connection with investigating, defending,
settling and appealing a proceeding (except that it is not
required to advance expenses to a person against whom the
Registrant brings a claim for breach of the duty of loyalty,
failure to act in good faith, intentional misconduct, knowing
violation of law or deriving an improper personal benefit);
(iii) the rights conferred in the Bylaws are not exclusive
and the Registrant is authorized to enter into
indemnification agreements with such directors, officers,
employees and agents; (iv) the Registrant may maintain
director and officer liability insurance to the extent
reasonably available; and (v) the Registrant may not
retroactively amend the Certificate of Incorporation or Bylaw
provisions in a way that is adverse to such directors,
officers, employees and agents. The Registrant has also
entered into agreements with its directors and certain of its
officers indemnifying them to the fullest extent permitted by
the foregoing. These indemnification provisions, and the
Indemnification Agreements entered into between the
Registrant and its directors and certain of its officers, may
be sufficiently broad to permit indemnification of the
Registrants' officers and directors for liabilities arising
Page 4 of 18 <PAGE>
under the Securities Act of 1933, as amended. The Company
has purchased and has currently in force a directors' and
officers' liability insurance policy in the face amount of
$10,000,000, which covers certain liabilities of directors
and officers arising out of claims based on certain acts and
omissions by them in their capacity as directors and
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith:
4.1 Certificate of Incorporation of the Registrant
(incorporated by reference from Exhibit 3.1 of
the Company's Registration Statement on Form
S-1 (33-80597)).
4.2 Bylaws of the Registrant (incorporated by
reference from Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (33-
80597)).
4.3 Registrant's 1995 Stock Plan and form of
Option Agreement (incorporated by reference
from Exhibit 10.1 of the Company's
Registration Statement on Form S-1 (33-
80597)).
4.4 Registrant's 1995 Non-Employee Directors Stock
Option Plan and form of Option Agreement.
5.1 Opinion of Sheppard, Mullin, Richter & Hampton
LLP.
23.1 Consent of Deloitte & Touche LLP, independent
auditors.
23.2 Consent of Sheppard, Mullin, Richter &
Hampton LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included in the Signature
Page).
ITEM 9. UNDERTAKINGS.
(1) The Registrant hereby undertakes:
Page 5 of 18 <PAGE>
(a) 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;
(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. Notwithstanding
the foregoing, any increase or decrease
in volume of securities offered (if the
total dollar value of securities offered
would not exceed that which was
registered) and any deviation from the
low or high end of the estimated maximum
offering range may be reflected in the
form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change
in the maximum aggregate offering price
set forth in the "Calculation of
Registration Fee" table in the effective
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 Para-
graphs (1)(a)(i) and (1)(a)(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
with or furnished to the Commission 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.
(b) That, for the purpose of determining any
liability under the Securities Act of 1933,
each such post-effective amendment shall be
deemed to be a new registration statement
Page 6 of 18 <PAGE>
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) 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.
(2) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, 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 1934) 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.
(3) 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 Securities Act of 1933 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 of 1933 and will be governed by the final
adjudication of such issue.
Page 7 of 18 <PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, 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 the City of
Irvine, State of California, on August 13, 1996.
MOSSIMO, INC.
By /s/ Eric R. Hohl
-------------------------
Eric R. Hohl
Chief Operating Officer,
Chief Financial Officer
and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints
Eric R. Hohl his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in
any and all capacities, to sign any or all amendments
(including pre-effective amendments and 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 attorney-in-fact and agent
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 or
she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent may
lawfully do or cause to be done by virtue hereof.
Page 8 of 18 <PAGE>
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement has been
signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Mossimo Giannulli Chairman of the August 13, 1996
--------------------- Board, President,
Mossimo Giannulli Chief Executive
Officer and Director
(principal executive
officer)
/s/ Eric R. Hohl Chief Operating August 13, 1996
--------------------- Officer, Chief
Eric R. Hohl Financial Officer,
Secretary and
Director (principal
financial officer)
/s/ Neal Potter Controller August 13, 1996
---------------------
Neal Potter
Page 9 of 18 <PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description Page
----------------------------------------------------------
4.1 Certificate of Incorporation of the
Registrant (incorporated by reference to
Exhibit 3.1 of the Company's Registration
Statement on Form S-1 (33-80597)).
4.2 Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (33-
80597)).
4.3 Registrant's 1995 Stock Plan and form of
Option Agreement (incorporated by reference
to Exhibit 10.1 of the Company's
Registration Statement on Form S-1 (33-
80597)).
4.4 Registrant's 1995 Non-Employee Directors
Stock Option Plan. 11
5.1 Opinion of Sheppard, Mullin, Richter &
Hampton LLP. 16
23.1 Consent of Deloitte & Touche L.L.P.,
independent auditors. 18
23.2 Consent of Sheppard, Mullin, Richter &
Hampton LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included in the
Signature Page).
Page 10 of 18 <PAGE>
Exhibit 4.4
MOSSIMO, INC.
1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
---------------------------------------------
1. PURPOSE. Mossimo, Inc., a Delaware corporation
(the "Company"), hereby establishes its 1995 Non-Employee
Directors Stock Option Plan (the "Plan"). The purpose of the
Plan is to provide non-employee directors with an opportunity
to participate in the growth of the Company through stock
ownership.
2. ELIGIBILITY. Only non-employee directors of the
Company shall be eligible to participate in the Plan.
3. STOCK AVAILABLE FOR OPTIONS UNDER THE PLAN.
Subject to adjustment as provided in Section 5 hereof, the
aggregate number of shares of the common stock of the Company
("Common Stock") as to which options may be granted under the
Plan shall not exceed 250,000 shares. Any of such shares
which may remain unsold and which are not subject to out-
standing options at the termination of the Plan shall cease
to be reserved for the purpose of the Plan, but until
termination of the Plan, the Company shall at all times
reserve a sufficient number of shares to meet the
requirements of the Plan.
In the event that any option granted under the Plan
shall expire or terminate for any reason, including
termination by the voluntary surrender thereof for
cancellation, without having been exercised in whole or in
part, the unpurchased shares subject thereto shall again be
available for options to be granted under the Plan.
4. STOCK OPTION. The options granted under the Plan
shall be evidenced by a written option agreement which shall
contain the following terms and conditions:
a. OPTION PRICE. The option price of shares of
Common Stock covered by each option shall be 100% of the
fair market value of the Common Stock on the date such
option is granted. The fair market value shall be equal
to (i) the closing sales price on such date of a share
of Common Stock as reported on the principal securities
exchange on which such shares of Common Stock are then
listed or admitted to trading, or as reported on the
National Association of Securities Dealers Automated
Quotation ("Nasdaq") National Market System, or (ii) if
not so reported, the average of the closing bid and ask
prices on such date as reported on the Nasdaq System
published in THE WALL STREET JOURNAL.
Page 11 of 18 <PAGE>
b. NUMBER OF SHARES.
(i) Each non-employee director shall auto-
matically receive an option to purchase 30,000 shares of
Common Stock on the date of his or her first election as
a director (the "Initial Grant").
(ii) Each year, as of the date of the Annual
Meeting of Stockholders of the Company, each non-
employee director who has been elected or re-elected or
who is continuing as a member of the Board of Directors
as of the adjournment of the Annual Meeting (other than
any non-employee director eligible for an initial grant
pursuant to Section 4(b)(i) hereof by reason of first
election at such meeting) shall automatically receive an
option to purchase 3,000 shares of Common Stock (the
"Annual Grant").
c. EXPIRATION AND TERMINATION OF OPTIONS.
(i) EXPIRATION. Each option and all rights
and obligations thereunder shall, subject to the
provisions of Section 4(c)(ii) hereof, expire ten
(10) years from the date of grant.
(ii) TERMINATION. In the event that an
optionee shall cease to be a director of the Company for
any reason other than a disability (as defined in
Section 22(e)(3) of the Internal Revenue Code of 1986,
as amended from time to time, herein "Disability") or
death, the vesting of his or her options shall
immediately and automatically terminate and the vested
portion of the option at the time the optionee ceases to
be a director shall be exercisable for one year
subsequent to the date the optionee ceased to be a
director unless such option would expire pursuant to
Section 4(c)(i) hereof at an earlier date, in which case
such option shall remain exercisable only until the
earlier expiration date. In the event that the optionee
shall cease to be a director of the Company due to
Disability, the portion of his or her options vested at
the date the optionee ceased to be a director shall
remain exercisable for five years after such cessation
unless such options would expire pursuant to
Section 4(c)(i) at an earlier date, in which case such
options shall remain exercisable only until the earlier
expiration date. In the event that the optionee should
die while a director of the Company or during the one
year period following resignation as a director due to
Disability, the portion of his or her options vested at
the date the optionee ceased to be a director shall
remain exercisable for five years after the date of the
optionee's death, unless such options would expire
pursuant to Section 4(c)(i) at an earlier date, in which
case the options shall remain exercisable only until the
earlier expiration date.
Page 12 of 18 <PAGE>
d. NON-TRANSFERABILITY OF THE OPTIONS. An option
granted under the Plan may not be transferred otherwise
than by will or the laws of descent and distribution or
as permitted by Rule 16b-3 of the Securities Exchange
Act of 1934, as amended, or successor rule or regulation
("Rule 16b-3"). An option granted under the Plan may,
during the lifetime of the optionee to whom granted, be
exercised only by such optionee, his or her guardian or
legal representative, or by a transferee permitted by
Rule 16b-3.
e. EXERCISE OF OPTIONS.
(i) Subject to the provisions of the Plan, an
Initial Grant pursuant to Section 4(b)(i) shall be
exercisable as follows:
Percentage
From To Exercisable
---- -- -----------
Date of Grant Day prior to 0%
1st Anniversary
1st Anniversary Day prior to 50%
2nd Anniversary
2nd Anniversary Expiration Date 100%
(ii) Subject to the provisions of the Plan, an
Annual Grant pursuant to Section 4(b)(ii) shall be
exercisable in full beginning on the first anniversary
date of the date of grant.
(iii) Options may be exercised by giving
written notice to the Secretary of the Company stating
the number of shares of Common Stock with respect to
which the option is being exercised and tendering
payment therefor. Payment for shares of Common Stock
shall be made in full at the time that an option or any
part thereof is exercised. Payment may be made (i) in
cash, or (ii) by delivery of shares of stock of the
Company held by optionee, which shares shall be valued,
for purposes of payment, at their fair market value on
the date of payment, determined in accordance with
procedures established in Subsection 4(a).
5. CAPITAL ADJUSTMENTS AND CHANGES IN THE COMPANY. In
the event of any stock dividend, stock split, exchange of
shares, recapitalization, subdivision or consolidation of
shares, or other similar transaction, the aggregate number of
shares available under the Plan, the number of shares subject
to each outstanding option and the option price per share,
shall all be proportionately adjusted.
Page 13 of 18 <PAGE>
In the event the Company shall be a party to a
transaction involving a sale of substantially all its assets,
a merger or a consolidation, all then outstanding options
under the Plan may be cancelled by the Company as of the
effective date of any such transaction by giving notice to
each optionee of its intention to do so and by permitting the
exercise, during the 30-day period preceding the effective
date of such transaction, of all partly or wholly unexercised
options in full, including the portion not yet exercisable
pursuant to the vesting schedule set forth in Subsection 4(e)
above.
In the case of dissolution of the Company (other
than a dissolution following a sale of substantially all of
the Company's assets), every option outstanding hereunder
shall terminate; provided, however, that each optionee shall
have 30 days' prior written notice of such event, during
which time the optionee shall have a right to exercise any
partly or wholly unexercised option in full, including the
portion not yet exercisable pursuant to the vesting schedule
set forth in Subsection 4(e) above.
6. NO OBLIGATION. The granting of an option shall
impose no obligation on the Company to continue optionee's
service as a director for any period.
7. LEGAL AND OTHER REQUIREMENTS. The obligation of
the Company to issue or transfer shares of Common Stock under
options granted under the Plan shall be subject to all
applicable laws, regulations, rules and approvals including,
but not by way of limitation, the effectiveness of a
registration statement under the Securities Act of 1933, as
amended, the qualification of the options and the shares of
Common Stock reserved for issuance upon exercise of options
under applicable state securities laws, the satisfaction of
applicable listing requirements of the principal securities
exchange on which the Company's Common Stock is listed or
admitted to trading, if deemed necessary or appropriate by
the Company, and the payment by the optionee to the Company,
upon its demand, of such amount or in lieu thereof, of such
number of shares of Common Stock of the Company as may be
requested by the Company for the purpose of satisfying any
liability to withhold federal, state or local income or other
taxes incurred by reason of the exercise of such options or
the delivery of shares of Common Stock incident thereto.
8. TERMINATION AND AMENDMENT OF PLAN. The Board of
Directors, without further action on the part of the
stockholders, may suspend or terminate the Plan except that
no such action may materially and adversely affect any
outstanding option without the consent of the optionee. Only
if and to the extent stockholder approval is necessary to
allow this Plan to meet the conditions of Rule 16b-3, the
Board of Directors shall obtain stockholder approval of any
amendments to this Plan which would: (a) materially increase
the benefits accruing to participants under the Plan,
Page 14 of 18 <PAGE>
(b) materially increase the number of securities which may be
issued under the Plan, or (c) materially modify the
requirements as to eligibility for participation in the Plan.
This Plan may not be amended more than once every six months,
other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act or the
rules thereunder.
9. EFFECTIVE DATE AND DURATION OF PLAN. This Plan
shall become effective as of December 15, 1995, the date of
its adoption by the Board of Directors ("Effective Date"),
subject to ratification by the stockholders of the Company
within twelve months of the adoption date. No options may be
granted under this Plan subsequent to the date which is
10 years from the Effective Date. The Plan shall continue in
effect, however, insofar as is necessary to complete all the
Company's obligations under outstanding options and to
conclude the administration of the Plan.
10. GOVERNING LAW. The Plan and all agreements
hereunder shall be construed in accordance with and be
governed by the laws of the State of Delaware.
Page 15 of 18 <PAGE>
Exhibit 5.1
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
(a limited partnership including professional corporations)
Attorneys At Law
Forty-Eighth Floor
333 South Hope Street
Los Angeles, California 90071-1448
Telephone (213) 620-1780
----
Facsimile (213) 620-1398
August 13, 1996
Mossimo, Inc.
15320 Barranca Parkway
Irvine, California
Ladies and Gentlemen:
We have acted as counsel to Mossimo, Inc. (the
"Company"). This opinion is rendered in connection with the
filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933,
as amended, relating to the offer of up to 1,750,000 shares
of Common Stock of the Company, to be issued pursuant to the
1995 Stock Plan and 1995 Non-Employee Directors Stock Option
Plan (collectively, the "Plans").
In the preparation of this opinion, we have
examined originals or copies of such documents as we have
deemed necessary or advisable in order to render the opinion
set forth below. In rendering the opinion set forth below,
we have assumed:
a. The genuineness of all signatures, the authen-
ticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us
as copies, and the authenticity of all such originals.
b. The due authorization, execution and delivery
of the Registration Statement and the documents and
instruments referred to therein by and on behalf of all
parties thereto.
c. The issuance of Common Stock in accordance
with the terms of the Plans and agreements thereunder.
On the basis of the foregoing and subject to the
qualifications and limitations set forth below, it is our
opinion that the Common Stock covered by the Registration
Page 16 of 18 <PAGE>
Statement, when issued and paid for in accordance with the
Plans, will be legally issued, fully paid and nonassessable.
This opinion speaks only as of the date hereof and
is based solely upon the existing laws of the United States
and the State of California, and the General Corporation Law
of the State of Delaware, and we express no opinion, and none
should be inferred, as to any other laws.
This opinion may not be relied upon by any other
person or for any other purpose, nor may it be quoted from or
referred to, or copies delivered to any other person, without
our prior written consent. We hereby consent to the
inclusion of this opinion as an exhibit in the Registration
Statement.
Respectfully submitted,
/s/ Sheppard, Mullin, Richter & Hampton LLP
Page 17 of 18 <PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this
Registration Statement of Mossimo, Inc. on Form S-8 of our
report dated January 23, 1996 (February 15, 1996 as to the
effects of the stock split described in Note 15), appearing
in the Prospectus, which is part of the Registration
Statement (No. 33-80597) on Form S-1, as amended, of Mossimo,
Inc.
/s/ Deloitte & Touche LLP
Costa Mesa, California
August 12, 1996
Page 18 of 18
