As filed with the Securities and Exchange Commission on January 30, 1997
Registration No.
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
FOOTSTAR, INC.
(Exact name of issuer as specified in its charter)
Delaware 22-3439443
(State or other jurisdiction of (I.R.S. Employer
Incorporation) Identification Number)
933 MacArthur Boulevard
Mahwah, New Jersey 07430
(Address of principal executive offices) (Zip Code)
______________________
FOOTSTAR, INC. 1996 INCENTIVE COMPENSATION PLAN
FOOTSTAR, INC. 1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full title of the plans)
______________________
MAUREEN RICHARDS, General Counsel and Corporate Secretary
FOOTSTAR, INC.
933 MacArthur Boulevard
Mahwah, New Jersey 07430
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
201-934-2000
______________________
CALCULATION OF REGISTRATION FEE
==========================================================================
Proposed Proposed
Title of maximum maximum
security Amount offering aggregate Amount of
being being price per offering registration
registered registered(1) share (2) price (2) fee
________________________________________________________________________
Common Stock 3,300,000 $22.75 $75,725,000 $25,888.00
($0.01 par value) Shares
________________________________________________________________________
(1) Plus an indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) The 3,300,000 shares are issuable under the 1996 Incentive
Compensation Plan and the 1996 Director Stock Plan. The proposed
maximum aggregate offering price is based upon the average sales
price on the New York Stock Exchange on January 29, 1997.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Footstar, Inc. (the "Company") hereby incorporates, or will be
deemed to have incorporated, herein by reference the following documents:
(1) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 dated September 25, 1996,
including any amendment thereto or report filed for the purpose of updating
such description; and
(2) All documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Reference is made to Section 102(b)(7) of the Delaware Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty,
except (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) pursuant
to Section 174 of the DGCL (providing for liability of directors for the
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit.
Section 145 of the DGCL empowers the Company to indemnify, subject
to the standards set forth therein, any person in connection with any action,
suit or proceeding brought before or threatened by reason of the fact that the
person was a director, officer, employee or agent of such company, or is or
was serving as such with respect to another entity at the request of such
company. The DGCL also provides that the Company may purchase insurance on
behalf of any such director, officer, employee or agent.
The Company's Certificate of Incorporation provides in effect for
the indemnification by the Company of each director and officer of the Company
to the fullest extent permitted by applicable law.
EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement.
Exhibit
No. Exhibit
------- -------
5 Opinion of Davis Polk & Wardwell
(legality)
23.1 Consent of KPMG Peat Marwick LLP, independent
auditors
23.2 Consent of Davis Polk & Wardwell
(included in Exhibit 5)
24.1 Power of Attorney
UNDERTAKINGS
(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;
(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 and 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
20 percent 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, 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 that are
incorporated by reference in the registration statement.
(2) 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 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, 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.
(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
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.
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 the City of Mahwah, State of New Jersey, on
January 30, 1997.
FOOTSTAR, INC.
By /s/ J.M. Robinson
----------------------------
J.M. Robinson, Chairman,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------------------------- ------------------------- ------------------
Chairman, President
* Chief Executive Officer January 30, 1997
- --------------------------- and Director
J.M. Robinson
Senior Vice President,
Chief Financial
Officer, and Chief
* Accounting Officer January 30, 1997
- ---------------------------
Carlos E. Alberini
* Director January 30, 1997
- ---------------------------
Stanley P. Goldstein
* Director January 30, 1997
- ---------------------------
George S. Day
* Director January 30, 1997
- ---------------------------
Terry R. Lautenbach
* Director January 30, 1997
- ---------------------------
Bettye Martin Musham
* Director January 30, 1997
- ---------------------------
Kenneth Olshan
* Director January 30, 1997
- ---------------------------
M. Cabell Woodward, Jr.
*By /s/ Maureen Richards
-----------------------
(Maureen Richards,
Attorney-in-fact)
EXHIBIT 5
[LETTER HEAD OF DAVIS POLK & WARDWELL]
January 29, 1997
Footstar, Inc.
933 MacArthur Boulevard
Mahway, New Jersey 07430
Dear Sirs:
We are acting as special counsel for Footstar, Inc.
("Footstar") in connection with the filing of a Registration Statement (the
"Registration Statement") on Form S-8 under the Securities Act of 1933, as
amended, with respect to 3,300,000 shares of common stock, par value $0.01 per
share (the "Common Stock"), deliverable in accordance with the Footstar, Inc.
1996 Incentive Compensation Plan and 1996 Directors Stock Plan as referred to
in such Form S-8 (the "Plan").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments relating to the
adoption and amendment of the Plan as we have deemed necessary or advisable
for the purposes of this Opinion.
Upon the basis of the foregoing, we are of the opinion that the
Common Stock deliverable pursuant to the Plan, when delivered in accordance
with the Plan will be duly authorized, validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
--------------------------
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors and Shareholders
Footstar, Inc.
We consent to incorporation by reference in the Registration Statement on
Form S-8 of Footstar, Inc. and subsidiary companies of our reports dated
February 21, 1996, with respect to the consolidated balance sheets of
Footstar, Inc. and subsidiary companies as of December 31, 1995 and
December 31, 1994, and the related consolidated statements of operations,
shareholders' equity and cash flows and related schedules for each of the
years in the three-year period ended December 31, 1995, which reports
appear in the Registration Statement on Form 10 of Footstar, Inc. dated
September 25, 1996.
In addition, we consent to the reference to our firm under the heading
"Experts" in the Registration Statement.
/s/ KPMG Peat Marwick LLP
--------------------------
New York, New York
January 30, 1997
EXHIBIT 24.1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints Carlos Alberini and Maureen Richards
and each of them, our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, to do any and all acts and things
and execute, in the name of the undersigned, any and all instruments which
said attorneys-in-fact and agents may deem necessary or advisable in order to
enable Footstar, Inc. to comply with the Securities Act of 1933 and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing with the Securities and Exchange Commission of the
registration statement on Form S-8 under the Securities Act of 1933, including
specifically but without limitation, power and authority to sign the name of
the undersigned to such registration statement, and any amendments to such
registration statement (including post-effective amendments), and to file the
same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with applicable state securities laws, and to file the same, together
with other documents in connection therewith with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and to perform each and every act
and thing requisite or necessary to be done in and about the premises, as
fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
WITNESS our hands on this 30th day of January, 1997.
/s/ J.M. Robinson Chairman, President
- ------------------------ Chief Executive Officer
J.M. Robinson and Director
/s/ Carlos E. Alberini Senior Vice President,
- ------------------------ Chief Financial Officer,
Carlos E. Alberini and Chief Accounting Officer
/s/ Stanley P. Goldstein Director
- ------------------------
Stanley P. Goldstein
/s/ George S. Day Director
- ------------------------
George S. Day
/s/ Terry R. Lautenbach Director
- ------------------------
Terry R. Lautenbach
/s/ Bettye Martin Musham Director
- ------------------------
Bettye Martin Musham
/s/ Kenneth Olshan Director
- ------------------------
Kenneth Olshan
/s/ Cabell Woodward, Jr. Director
- ------------------------
M. Cabell Woodward, Jr.
