As filed with the Securities and Exchange Commission on July 13, 2000
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
FOOTSTAR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-3439443
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
933 MacArthur Boulevard
Mahwah, New Jersey 07430
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(Address, including zip code of registrant's principal executive offices)
Footstar, Inc.
2000 Equity Incentive Plan
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(Full title of the Plan)
Maureen Richards, Esq.
General Counsel and Corporate Secretary
933 MacArthur Boulevard
Mahwah, New Jersey 07430
(201) 934-2000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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With a Copy to:
Warren J. Casey, Esq.
Pitney, Hardin, Kipp & Szuch LLP
P.O. Box 1945
Morristown, New Jersey 07962
(973) 966-6300
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Offering Registration Fee
Per Share (2) Price
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<S> <C> <C> <C> <C>
Common Stock, Par Value 2,000,000 $37.09 $74,180,000.00 $19,583.52
$.01 per share
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(1) Estimated solely for the purpose of calculating the registration
fee based upon the Registrant's current estimate of shares of Common Stock
issuable pursuant to the Footstar, Inc. 2000 Equity Incentive Plan (the
"Plan"). Also includes, pursuant to Rule 416(b) under the Securities Act of
1933, as amended (the "Securities Act"), additional shares of Common Stock
that may be issuable pursuant to anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration
fee. Such estimate has been computed in accordance with Rule 457(c) and Rule
457(h) under the Securities Act based on the average high and low prices of
the Registrant's Common Stock as reported on the New York Stock Exchange on
July 11, 2000.
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PART I
INFORMATION REQUIREMENT IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information
Not required to be filed with this Registration Statement.
ITEM 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Documents Incorporated By Reference
The following documents filed by Footstar, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
1. The Company's Annual Report on Form 10-K for the year ended January 1,
2000, filed on March 31, 2000.
2. The Company's Current Report on Form 8-K dated February 16, 2000 and
filed with the Commission on February 22, 2000 reporting the Company's
1999 fourth quarter and full year financial results and the
authorization of the Company's Fifth Share Repurchase Program.
3. The Company's Current Report on Form 8-K dated March 7, 2000 and filed
with the Commission on March 22, 2000 reporting the Company's
acquisition of certain assets of Just For Feet, Inc., the athletic
footwear and apparel retailer, on March 7, 2000 for $66.8 million,
subject to post-closing adjustments.
4. The Company's Current Report on Form 10-Q for the quarter ended April
1, 2000, filed with the Commission on May 15, 2000.
5. The Company's Current Report on Form 8-K dated and filed with the
Commission on May 22, 2000 reporting that the Company's integration of
Just For Feet, Inc. is ahead of plan and announcing the Company's
second quarter earnings.
6. The Company's amended Current Report on Form 8-K/A dated March 7, 2000
and filed on May 22, 2000 incorporating the financial statements and
pro forma financial information with the Commission and related
documents regarding the Company's acquisition of certain assets of Just
For Feet, Inc. on March 7, 2000.
7. The description of the Company's Common Stock contained in the Form
10/A Information Statement dated September 25, 1996, including any
amendment thereto or report filed for the purpose of updating such
description.
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All documents hereafter filed by the Company or the Footstar, Inc. 2000
Equity Incentive Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, 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, are hereby
incorporated by reference in this Registration Statement and are a part hereof
from the date of filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
Not applicable.
ITEM 6. Indemnification of Directors and Officers
Indemnification. Article Ninth of the Amended and Restated Certificate
of Incorporation of the Company provides that the corporation shall indemnify
its present and former officers and directors serving at its request against
expenses incurred in connection with any threatened, pending or completed civil,
criminal, administrative or investigative proceeding to the fullest extent
permitted by Delaware law. The right to indemnification conferred in Article
Ninth of the Amended and Restated Certificate of Incorporation of the Company
also includes the right to be paid by the Company the expenses incurred in
connection with any such proceeding in advance of its final disposition to the
fullest extent authorized by Delaware law.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify its directors, officers, employees and agents against
judgments, fines, penalties, amounts paid in settlement and expenses, including
attorneys' fees, resulting from various types of legal actions or proceedings if
the actions of the party being indemnified meet the standards of conduct
specified therein. Determinations concerning whether or not the applicable
standard of conduct has been met can be made by (a) a disinterested majority of
the Board of Directors, (b) independent legal counsel, or (c) an affirmative
vote of a majority of shares held by the shareholders. No indemnification is
permitted to be made to or on behalf of a corporate director, officer, employee
or agent if a judgment or other final adjudication adverse to such person
establishes that his acts or omissions (a) were in breach of his duty of loyalty
to the corporation or its shareholders, (b) were not in good faith or involved
in a knowing violation of law or (c) resulted in receipt by such person of any
improper personal benefit.
Limitation on Liability. Article Ninth of the Amended and Restated
Certificate of Incorporation of the Company provides:
A director of the Corporation shall, to the fullest extent
permitted by Delaware Law, not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director.
Section 102 of the Delaware General Corporation Law permits a
corporation to provide in its Certificate of Incorporation that a director or
officer shall not be personally liable to the corporation or its shareholders
for breach of any duty owed to the corporation or its shareholders, except that
such provisions shall not relieve a director or officer from liability for any
breach of duty based upon an action or omission (a) in breach of such person's
duty of loyalty to the corporation or its shareholders, (b) not in good faith or
involving intentional misconduct or a knowing violation of law, (c) involving
the payment of unlawful dividends or expenditure of funds for unlawful stock
purchases or redemptions, or (d) resulting in receipt by such person of any
improper personal benefit.
Insurance. Article Ninth of the Amended and Restated Certificate of
Incorporation authorizes the corporation to purchase and maintain insurance on
behalf of any of the persons enumerated against any liability whether or not the
corporation would have the power to indemnify him against such liability under
Delaware law.
ITEM 7. Exemption from Registration Claimed
Not applicable.
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ITEM 8. Exhibits
5 Opinion of Pitney, Hardin, Kipp & Szuch LLP
10.11 Footstar, Inc. 2000 Equity Incentive Plan (incorporated by reference
to the Company's 1999 Annual Report on Form 10-K)
15 Accountants' Acknowledgement
23.1 Consent of KPMG LLP
23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (included in Exhibit 5
hereto)
ITEM 9. Undertakings
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement 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.
(b) That, for the purposes 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.
(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 herein, 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 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.
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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
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 July 11, 2000.
FOOTSTAR, INC.
J.M. ROBINSON
By: _______________________________
J. M. Robinson
Chairman of the Board,
Chief Executive Officer and President
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.
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Signature Title Date
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CARLOS E. ALBERINI
-------------------------------------------- Senior Vice President and July 11, 2000
Carlos E. Alberini Chief Financial Officer
ROBERT A. DAVIES Director July 9, 2000
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Robert A. Davies, III
GEORGE S. DAY Director July 7, 2000
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George S. Day
STANLEY P. GOLDSTEIN Director July 11, 2000
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Stanley P. Goldstein
TERRY R. LAUTENBACH Director July 8, 2000
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Terry R. Lautenbach
BETTYE MARTIN MUSHAM Director July 7, 2000
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Bettye Martin Musham
KENNETH S. OLSHAN Director July 10, 2000
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Kenneth S. Olshan
NEELE K. STEARNS, JR. Director July 7, 2000
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Neele E. Stearns, Jr.
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INDEX TO EXHIBITS
Exhibit 5 Opinion of Pitney, Hardin, Kipp & Szuch LLP
Exhibit 10.11 Footstar, Inc. 2000 Equity Incentive Plan (incorporated
by reference to the Company's 1999 Annual Report on Form 10-K)
Exhibit 15 Accountants' Acknowledgement
Exhibit 23.1 Consent of KPMG LLP
Exhibit 23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (included in
Exhibit 5 hereto)
