<PAGE>
As filed with the Securities and Exchange Commission on June 23, 1997
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
--------------------------
WILSONS THE LEATHER EXPERTS INC.
(Exact name of Registrant as specified in its charter)
Minnesota 41-1839933
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7401 Boone Avenue North 55428
Brooklyn Park, Minnesota (Zip Code)
(Address of principal executive offices)
WILSONS THE LEATHER EXPERTS INC.
1996 STOCK OPTION PLAN
(Full title of the plan)
David L. Rogers
President
Wilsons The Leather Experts Inc.
7401 Boone Avenue North
Brooklyn Park, Minnesota 55428
(Name and address of agent for service)
(612) 391-4000
(Telephone number, including area code, of agent for service)
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed
Title of Amount maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share (1) price (1) fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000
$.01 par value shares $9.75 $9,750,000 $2,955
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to the provisions of Rule 457(h)(i) under the Securities Act of
1933, as amended, based on the average of the high and low sale prices per
share of the Registrant's Common Stock as quoted on the Nasdaq National
Market on June 17, 1997.
================================================================================
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
The following documents of Wilsons The Leather Experts Inc. (the
"Company") filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(File No. 000-21543), are, as of their respective dates, incorporated in this
Registration Statement by reference and made a part hereof:
1. The Company's prospectus dated as of and filed on May 27,
1997, pursuant to Rule 424(b) of the Securities Act of
1933, as amended (the "Securities Act") (Registration No.
333-13967), which contains audited financial statements for
the Company as of February 1, 1997 and for the period from
inception (May 26, 1996) to February 1, 1997, and for
Wilsons Center, Inc., Rosedale Wilsons, Inc. and their
subsidiaries prior to the acquisition of such companies by
the Company from CVS New York, Inc. on May 25, 1996, as of
December 31, 1994 and 1995 and for each of the years in the
three-year period ended December 31, 1995 and for the
five-month period ended May 25, 1996.
2. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the
fiscal period covered by the Company's prospectus referred
to in (1) above.
3. The description of the Company's Common Stock which is
contained in the Registration Statement on Form 8-A (File
No. 000-21543) filed on April 21, 1997 (and declared
effective on May 27, 1997) under the Exchange Act and all
amendments and reports filed for the purpose of updating
such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 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 of the shares of Common Stock
offered have been sold or which deregisters all shares of the Common Stock then
remaining unsold shall be deemed to be incorporated by reference in and a part
of this Registration Statement from the date of filing of such documents.
Any statement contained 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 incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any 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.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
Under Article V of the Company's By-laws, the Company indemnifies
its directors and officers to the extent permitted by Minnesota Statutes Section
302A.521. Section 302A.521 requires the Company to indemnify a person made or
threatened to be made a party to a proceeding, by reason of the former or
present official capacity of the person with respect to the Company, against
judgments, penalties, fines, including without limitation, excise taxes assessed
against the person with respect to an employee benefit plan, settlement, and
reasonable expenses, including attorneys' fees and disbursements, if, with
respect to the acts or omissions of the person complained of in the proceeding,
such person (1) has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties, fines, including without
limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit, and statutory procedure has been followed in the case
of any conflict of interest by a director; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (5)
in the case of acts or omissions occurring in the person's performance in the
official capacity of director or, for a person not a director, in the official
capacity of officer, committee member, employee or agent, reasonably believed
that the conduct was in the best interests of the Company, or in the case of
performance by a director, officer, employee or agent of the Company as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition in certain instances. A decision as to required
indemnification is made by a majority of the disinterested Board of Directors
present at a meeting at which a disinterested quorum is present, or by a
designated committee of disinterested directors, by special legal counsel, by
the disinterested shareholders, or by a court.
The Company also maintains a director and officer insurance policy
to cover the Company, its directors and its officers against certain
liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4.1 Specimen of Common Stock certificate.(1)
4.2 Warrant No. 1 issued to CVS New York, Inc. for the
Purchase of 1,350,000 shares of Common Stock of Wilsons
The Leather Experts Inc., dated May 25, 1996.(1)
4.3 Warrant No. 2 issued to CVS New York, Inc. for the
Purchase of 1,080,000 shares of Common Stock of Wilsons
The Leather Experts Inc., dated May 25, 1996.(1)
4.4 Form of Underwriter Warrants.(1)
4.5 Shareholder Agreement dated as of May 25, 1996 among
Leather Investors Limited Partnership I, Leather
Investors Limited Partnership II, the Other Investors
Named on the Signature Pages thereto and Wilsons The
Leather Experts Inc.(1)
4.6 Amendment to the Shareholder Agreement among Leather
Investors Limited Partnership I, Leather Investors
Limited Partnership II, the Other Investors Named on the
Signature Pages thereto and Wilsons The Leather Experts
Inc.(1)
</TABLE>
II-2
<PAGE>
4.7 Restricted Stock Agreement dated as of May 25, 1996, by
and among Wilsons The Leather Experts Inc. and the
Individuals Named on the Signature Pages thereto.(1)
4.8 Registration Rights Agreement dated as of May 25, 1996,
by and among CVS New York, Inc., Wilsons The Leather
Experts Inc., the Managers Listed on the Signature Pages
thereto, Leather Investors Limited Partnership I and the
Partners Listed on the Signature Pages thereto.(1)
4.9 Amendment to the Shareholder Agreement among Leather
Investors Limited Partnership I, Leather Investors
Limited Partnership II, the Other Investors Named on the
Signature Pages thereto and Wilsons The Leather Experts
Inc.(1)
4.10 Form of Redeemable Warrant Agreement, including Form of
Redeemable Warrant Certificate.(1)
4.11 Amendment to Restricted Stock Agreement dated as of
May 1, 1997.(1)
4.12 Form of Amendment to the Shareholder Agreement among
Leather Investors Limited Partnership I, Leather
Investors Limited Partnership II, the Other Investors
Named on the Signature Pages thereto and Wilsons The
Leather Experts Inc.(1)
5.1 Opinion of Faegre & Benson LLP as to the legality of the
shares being registered.
10.1 Wilsons The Leather Experts Inc. 1996 Stock Option
Plan.(2)
23.1 Consent of Faegre & Benson LLP is contained in its
opinion filed as Exhibit 5.1 to this Registration
Statement.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included in the Signature page to the
Registration Statement).
- -------------------
(1) Incorporated herein by reference to the same numbered Exhibit to the
Company's Registration Statement on Form S-1 (Registration No. 333-13967).
(2) Incorporated herein by reference to Exhibit 10.10 to the Company's
Registration Statement on Form S-1 (Registration No. 333-13967).
Item 9. Undertakings.
A. The Company 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;
(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 the
II-3
<PAGE>
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 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
(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 with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 and will be governed by the final adjudication
of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 the City of Brooklyn Park, State of Minnesota, on June 20,
1997.
WILSONS THE LEATHER EXPERTS INC.
By /s/ Joel N. Waller
----------------------------------------
Joel N. Waller
Chairman of the Board of Directors and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Joel N. Waller, David L. Rogers and Douglas J. Treff, or each of them,
such person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for such person and in such persons' name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 of Wilsons The Leather Experts Inc. and any or all amendments (including
post-effective amendments) to the Registration Statement, and to file the same,
with all exhibits hereto 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 and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or each of them, 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 by the following persons in the
capacities indicated on June 20, 1997.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Joel N. Waller Chairman of the Board of Directors and
- --------------------------------- Chief Executive Officer
Joel N. Waller (Principal Executive Officer)
/s/ Douglas J. Treff Vice President, Finance and Chief Financial Officer
- --------------------------------- (Principal Financial and Accounting Officer)
Douglas J. Treff
/s/ Lyle Berman Director
- ---------------------------------
Lyle Berman
/s/ Thomas J. Brosig Director
- ---------------------------------
Thomas J. Brosig
/s/ Morris Goldfarb Director
- ---------------------------------
Morris Goldfarb
/s/ David L. Rogers Director
- ---------------------------------
David L. Rogers
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Method
Exhibit Description of Filing
------- ----------- ---------
<S> <C> <C>
Incorporated by
4.1 Specimen of Common Stock certificate.(1).............................................. Reference
4.2 Warrant No. 1 issued to CVS New York, Inc. for the Purchase of 1,350,000 shares of Incorporated by
Common Stock of Wilsons The Leather Experts Inc., dated May 25, 1996.(1).............. Reference
4.3 Warrant No. 2 issued to CVS New York, Inc. for the Purchase of 1,080,000 shares of Incorporated by
Common Stock of Wilsons The Leather Experts Inc., dated May 25, 1996.(1).............. Reference
Incorporated by
4.4 Form of Underwriter Warrants.(1)...................................................... Reference
4.5 Shareholder Agreement dated as of May 25, 1996 among Leather Investors Limited
Partnership I, Leather Investors Limited Partnership II, the Other Investors Named on Incorporated by
the Signature Pages thereto and Wilsons The Leather Experts Inc.(1)................... Reference
4.6 Amendment to the Shareholder Agreement among Leather Investors Limited Partnership I,
Leather Investors Limited Partnership II, the Other Investors Named on the Signature Incorporated by
Pages thereto and Wilsons The Leather Experts Inc.(1)................................. Reference
4.7 Restricted Stock Agreement dated as of May 25, 1996, by and among Wilsons The Leather Incorporated by
Experts Inc. and the Individuals Named on the Signature Pages thereto.(1)............. Reference
4.8 Registration Rights Agreement dated as of May 25, 1996, by and among CVS New York,
Inc., Wilsons The Leather Experts Inc., the Managers Listed on the Signature Pages
thereto, Leather Investors Limited Partnership I and the Partners Listed on the Incorporated by
Signature Pages thereto.(1)........................................................... Reference
4.9 Amendment to the Shareholder Agreement among Leather Investors Limited Partnership I,
Leather Investors Limited Partnership II, the Other Investors Named on the Signature Incorporated by
Pages thereto and Wilsons The Leather Experts Inc.(1)................................. Reference
4.10 Form of Redeemable Warrant Agreement, including Form of Redeemable Warrant Incorporated by
Certificate.(1)....................................................................... Reference
Incorporated by
4.11 Amendment to Restricted Stock Agreement dated as of May 1, 1997.(1)................... Reference
4.12 Form of Amendment to the Shareholder Agreement among Leather Investors Limited
Partnership I, Leather Investors Limited Partnership II, the Other Investors Named on Incorporated by
the Signature Pages thereto and Wilsons The Leather Experts Inc.(1)................... Reference
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Electronic
5.1 Opinion of Faegre & Benson LLP as to the legality of the shares being registered....... Transmission
Incorporated
10.1 Wilsons The Leather Experts Inc. 1996 Stock Option Plan.(2)............................ by Reference
23.1 Consent of Faegre & Benson LLP is contained in its opinion filed as Exhibit 5.1 to
this Registration Statement.
Electronic
23.2 Consent of Arthur Anderson LLP......................................................... Transmission
Electronic
23.3 Consent of KPMG Peat Marwick LLP....................................................... Transmission
Electronic
24.1 Power of Attorney (included in the Signature page to the Registration Statement)....... Transmission
</TABLE>
- --------------------
(1) Incorporated herein by reference to the same numbered Exhibit to the
Company's Registration Statement on Form S-1 (Registration No. 333-
13967).
(2) Incorporated herein by reference to Exhibit 10.10 to the Company's
Registration Statement on Form S-1 (Registration No. 333-13967).
<PAGE>
Exhibit 5.1
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
June 23, 1997
Wilsons The Leather Experts Inc.
7401 Boone Avenue North
Brooklyn Park, MN 55428
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the offering of up to 1,000,000 shares of Common Stock, par value $.01 per share
(the "Shares"), of Wilsons The Leather Experts Inc., a Minnesota corporation
(the "Company"), pursuant to the 1996 Stock Option Plan, we have examined such
corporate records and other documents, including the Registration Statement, and
have reviewed such matters of law as we have deemed relevant hereto, and, based
upon such examination and review, it is our opinion that all necessary corporate
action on the part of the Company has been taken to authorize the issuance and
sale of the Shares and that, when issued and sold as contemplated in the
Registration Statement, the Shares will be legally and validly issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ FAEGRE & BENSON LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 11, 1997
included in Wilsons The Leather Experts Inc. Prospectus dated May 27, 1997 and
to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
June 23, 1997
<PAGE>
Exhibit 23.3
Auditors' Consent
-----------------
The Board of Directors
Wilsons Center, Inc.:
We consent to incorporation by reference in the registration statement (No. 333-
13967) on Form S-8 of Wilsons The Leather Experts Inc. of our report dated July
19, 1996, relating to the consolidated balance sheets of Wilsons Center, Inc.
dba Wilsons the Leather Experts (a subsidiary of Melville Corporation) and
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of operations, shareholder's equity, and cash flows for each of the
years in the three-year period ended December 31, 1995 and for the five-month
period ended May 25, 1996.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 23, 1997
