<PAGE>
As filed with the Securities and Exchange Commission on May 26, 1999
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.
EMPLOYEE STOCK PURCHASE 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, 250,000
$.01 par value shares $ 11.03125 $ 2,757,813 $ 767
============================================================================================
</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 May 20, 1999.
================================================================================
<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. ("we," "our" or
"us") filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (File No. 000-21543), are, as of their
respective dates, incorporated in this registration statement by reference and
made a part hereof:
1. Our latest annual report on Form 10-K (which incorporates by reference
certain portions of our definitive notice and proxy statement for our
latest Annual Meeting of Shareholders) filed pursuant to Section 13(a)
or 15(d) of the Exchange Act.
2. All other reports filed by us pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by our
annual report on Form 10-K referred to in (1) above.
3. The description of our common stock which is contained in the
registration statement on Form 8-A 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 us pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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 will 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 will 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 will 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.
Under Article V of our By-laws, we indemnify our directors and officers to
the extent permitted by Minnesota Statutes Section 302A.521. Section 302A.521
requires us 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 us, 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:
II-1
<PAGE>
o 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;
o acted in good faith;
o received no improper personal benefit, and statutory procedure
has been followed in the case of any conflict of interest by a
director;
o in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and
o 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 our best interests, or in the case of performance by a
director, officer, employee or agent of ours 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 our best interests.
In addition, Section 302A.521, subd. 3 requires payment by us, 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion
of the SEC, such indemnification is against public policy as expressed in the
Securities Act, and is therefore unenforceable.
We also maintain a director and officer insurance policy to cover us, our
directors and our officers against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Description
------- -----------
4.1 Specimen of Common Stock certificate.(1)
4.2 Underwriter Warrants.(2)
4.3 Indenture dated as of August 18, 1997, by and among Wilsons
The Leather Experts Inc., the other corporations listed on
the signature pages thereof, and Norwest Bank Minnesota,
National Association, including specimen certificate of 11
1/4% Series A Senior Notes due 2004 and specimen certificate
of 11 1/4% Series B Senior Notes due 2004.(3)
4.4 Purchase Agreement dated as of August 14, 1997, by and among
Wilsons The Leather Experts Inc., the Subsidiary Guarantors
party thereto, and BancAmerica Securities, Inc. (4)
4.5 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.(5)
II-2
<PAGE>
5.1 Opinion of Faegre & Benson LLP as to the legality of the
shares being registered.
10.1 Wilsons The Leather Experts Inc. Employee Stock Purchase
Plan.(6)
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Faegre & Benson LLP is contained in its opinion
filed as Exhibit 5.1 to this registration statement.
24.1 Powers of Attorney.
- -------------------
(1) Incorporated herein by reference to the same numbered exhibit to Amendment
No. 1 to our registration statement on Form S-1 (Registration No.
333-13967) filed with the SEC on December 24, 1996.
(2) Incorporated herein by reference to Exhibit 4.4 to our registration
statement on Form S-4 (Registration No. 333-37055) filed with the SEC on
October 2, 1997.
(3) Incorporated herein by reference to Exhibit 10.3 to our quarterly report on
Form 10-Q for the quarter ended August 2, 1997 filed with the SEC (File No.
000-21543).
(4) Incorporated herein by reference to Exhibit 10.4 to our quarterly report on
Form 10-Q for the quarter ended August 2, 1997 filed with the SEC (File No.
000-21543).
(5) Incorporated herein by reference to Exhibit 4.8 to our registration
statement on Form S-1 (Registration No. 333-13967) filed with the SEC on
October 11, 1996.
(6) Incorporated herein by reference to Exhibit A to our 1999 Definitive Proxy
Statement on Schedule 14A (File No. 000-21543).
Item 9. Undertakings.
A. We hereby undertake:
(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 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 SEC 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
II-3
<PAGE>
(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 SEC by us 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 will be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time will 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. We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement
will be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time will 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 our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the SEC 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 us of
expenses incurred or paid by a director, officer or controlling person of ours
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, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us 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, we certify that
we have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8 and have duly caused this registration statement to be signed
on our behalf by the undersigned, thereunto duly authorized, in the City of
Brooklyn Park, State of Minnesota, on May 26, 1999.
WILSONS THE LEATHER EXPERTS INC.
By *
-------------------------------------
Joel N. Waller
Chairman 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 indicated on May 26, 1999.
Signature Title
--------- -----
* Chairman of the Board of Directors and Chief
- --------------------------- Executive Officer (Principal Executive Officer)
Joel N. Waller
/s/ Douglas J. Treff Vice President, Finance and Chief Financial Officer
- --------------------------- (Principal Financial and Accounting Officer)
Douglas J. Treff
Lyle Berman )
Thomas J. Brosig )
Gary Crittenden )
Morris Goldfarb ) Board of Directors*
Marvin Goldstein )
David L. Rogers )
Joel N. Waller )
- ---------------
* Douglas J. Treff, by signing his name hereto, does hereby sign this document
on behalf of each of our above-named officers and/or directors pursuant to
powers of attorney duly executed by such persons.
By /s/ Douglas J. Treff
-------------------------------------
Douglas J. Treff, Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Method
Exhibit Description of Filing
------- ----------- ---------
<S> <C> <C>
Incorporated by
4.1 Specimen of Common Stock certificate.(1)................................. Reference
Incorporated by
4.2 Form of Underwriter Warrants.(2)......................................... Reference
4.3 Indenture dated as of August 18, 1997, by and among Wilsons The Leather
Experts Inc., the other corporations listed on the signature pages
thereof, and Norwest Bank Minnesota, National Association, including
specimen certificate of 11 1/4% Series A Senior Notes due 2004 and specimen Incorporated by
certificate of 11 1/4% Series B Senior Notes due 2004.(3)................... Reference
4.4 Purchase Agreement dated as of August 14, 1997, by and among Wilsons The
Leather Experts Inc., the Subsidiary Guarantors party thereto, and Incorporated by
BancAmerica Securities, Inc.(4)............................................. Reference
4.5 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 Incorporated by
the Partners Listed on the Signature Pages thereto.(5)...................... Reference
5.1 Opinion of Faegre & Benson LLP as to the legality of the shares being Electronic
registered.................................................................. Transmission
Incorporated by
10.1 Wilsons The Leather Experts Inc. Employee Stock Purchase Plan.(6)........... Reference
Electronic
23.1 Consent of Arthur Andersen LLP.............................................. Transmission
Electronic
23.2 Consent of KPMG Peat Marwick LLP............................................ Transmission
23.3 Consent of Faegre & Benson LLP is contained in its opinion filed as
Exhibit 5.1 to this registration statement.
Electronic
24.1 Powers of Attorney.......................................................... Transmission
</TABLE>
- --------------------
(1) Incorporated herein by reference to the same numbered exhibit to Amendment
No. 1 to our registration statement on Form S-1 (Registration No.
333-13967) filed with the SEC on December 24, 1996.
(2) Incorporated herein by reference to Exhibit 4.4 to our registration
statement on Form S-4 (Registration No. 333-37055) filed with the SEC on
October 2, 1997.
(3) Incorporated herein by reference to Exhibit 10.3 to our quarterly report on
Form 10-Q for the quarter ended August 2, 1997 filed with the SEC (File No.
000-21543).
<PAGE>
(4) Incorporated herein by reference to Exhibit 10.4 to our quarterly report on
Form 10-Q for the quarter ended August 2, 1997 filed with the SEC (File No.
000-21543).
(5) Incorporated herein by reference to Exhibit 4.8 to our registration
statement on Form S-1 (Registration No. 333-13967) filed with the SEC on
October 11, 1996.
(6) Incorporated herein by reference to Exhibit A to our 1999 Definitive Proxy
Statement on Schedule 14A (File No. 000-21543).
<PAGE>
Exhibit 5.1
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
May 26, 1999
Wilsons The Leather Experts Inc.
7401 Boone Avenue North
Brooklyn Park, Minnesota 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 250,000 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 Employee Stock Purchase 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,
FAEGRE & BENSON LLP
<PAGE>
Exhibit 23.1
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 5, 1999
included in Wilsons The Leather Experts Inc.'s Form 10-K for the year ended
January 30, 1999 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
May 25, 1999
<PAGE>
Exhibit 23.2
Consent of KPMG Peat Marwick LLP
The Board of Directors
Wilsons Center, Inc.:
We consent to the use of our report incorporated by reference herein. Our report
dated July 16, 1996 contains an explanatory paragraph that states that the
Company has been dependent on Melville Corporation for a significant portion of
its working capital financing. Subsequent to the close of business on May 25,
1996, Melville Corporation sold Wilsons Center Inc. to Wilsons The Leather
Experts Inc., a newly formed company owned by members of management of Wilsons
Center, Inc. d.b.a. Wilsons The Leather Experts and other investors. Our report
also refers to the Company's adoption Statement of Financial Accounting
Standards No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR
LONG-LIVED ASSETS TO BE DISPOSED OF, effective October 1, 1995.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 25, 1999
<PAGE>
Exhibit 24.1
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement on Form
S-8 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of shares of Common Stock of said Corporation
authorized for issuance under said Corporation's Employee Stock Purchase Plan,
and to file the same, with all exhibits thereto and other supporting documents
pertaining to the registration of the securities covered thereby, with said
Commission, granting unto said attorneys-in-fact and agents, and each or any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary or incidental to the performance and execution of the
powers herein expressly granted, to be done in and about the premises, as fully
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, or
either or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of April, 1999.
/s/ Joel N. Waller
--------------------------------
Joel N. Waller
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement on Form
S-8 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of shares of Common Stock of said Corporation
authorized for issuance under said Corporation's Employee Stock Purchase Plan,
and to file the same, with all exhibits thereto and other supporting documents
pertaining to the registration of the securities covered thereby, with said
Commission, granting unto said attorneys-in-fact and agents, and each or any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary or incidental to the performance and execution of the
powers herein expressly granted, to be done in and about the premises, as fully
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, or
either or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of April, 1999.
/s/ David L. Rogers
--------------------------------
David L. Rogers
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement on Form
S-8 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of shares of Common Stock of said Corporation
authorized for issuance under said Corporation's Employee Stock Purchase Plan,
and to file the same, with all exhibits thereto and other supporting documents
pertaining to the registration of the securities covered thereby, with said
Commission, granting unto said attorneys-in-fact and agents, and each or any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary or incidental to the performance and execution of the
powers herein expressly granted, to be done in and about the premises, as fully
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, or
either or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of April, 1999.
/s/ Lyle Berman
--------------------------------
Lyle Berman
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement on Form
S-8 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of shares of Common Stock of said Corporation
authorized for issuance under said Corporation's Employee Stock Purchase Plan,
and to file the same, with all exhibits thereto and other supporting documents
pertaining to the registration of the securities covered thereby, with said
Commission, granting unto said attorneys-in-fact and agents, and each or any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary or incidental to the performance and execution of the
powers herein expressly granted, to be done in and about the premises, as fully
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, or
either or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of April, 1999.
/s/ Thomas J. Brosig
--------------------------------
Thomas J. Brosig
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement on Form
S-8 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of shares of Common Stock of said Corporation
authorized for issuance under said Corporation's Employee Stock Purchase Plan,
and to file the same, with all exhibits thereto and other supporting documents
pertaining to the registration of the securities covered thereby, with said
Commission, granting unto said attorneys-in-fact and agents, and each or any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary or incidental to the performance and execution of the
powers herein expressly granted, to be done in and about the premises, as fully
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, or
either or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of April, 1999.
/s/ Morris Goldfarb
--------------------------------
Morris Goldfarb
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement on Form
S-8 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of shares of Common Stock of said Corporation
authorized for issuance under said Corporation's Employee Stock Purchase Plan,
and to file the same, with all exhibits thereto and other supporting documents
pertaining to the registration of the securities covered thereby, with said
Commission, granting unto said attorneys-in-fact and agents, and each or any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary or incidental to the performance and execution of the
powers herein expressly granted, to be done in and about the premises, as fully
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, or
either or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of April, 1999.
/s/ Gary Crittenden
--------------------------------
Gary Crittenden
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement on Form
S-8 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of shares of Common Stock of said Corporation
authorized for issuance under said Corporation's Employee Stock Purchase Plan,
and to file the same, with all exhibits thereto and other supporting documents
pertaining to the registration of the securities covered thereby, with said
Commission, granting unto said attorneys-in-fact and agents, and each or any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary or incidental to the performance and execution of the
powers herein expressly granted, to be done in and about the premises, as fully
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, or
either or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of April, 1999.
/s/ Marvin Goldstein
--------------------------------
Marvin Goldstein
