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As filed with the Securities and Exchange Commission on June 14, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.
2000 LONG TERM INCENTIVE 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)
(763) 391-4000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Title of class 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
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<S> <C> <C> <C> <C>
Common Stock, 1,250,000
$.01 par value shares $16.0315 $20,039,375 $5,291.00
====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to the provisions of Rule 457(h)(1) 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 7, 2000.
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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 under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act before 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 in this registration statement will be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or incorporated in
this registration statement by reference or in any other subsequently filed
document that also is or is deemed to be incorporated by reference in this
registration statement 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:
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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 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.(2)
4.3 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. (3)
4.4 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.(4)
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4.5 Amendment to Registration Rights Agreement dated as of August 12, 1999
by and among Wilsons The Leather Experts Inc. and the Shareholders
listed on the attachments thereto.(5)
5.1 Opinion of Faegre & Benson LLP as to the legality of the shares being
registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Faegre & Benson LLP is contained in its opinion filed as
Exhibit 5.1 to this registration statement.
24.1 Powers of Attorney.
99.1 Wilsons The Leather Experts Inc. 2000 Long Term Incentive Plan. (6)
-------------------
(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 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).
(3) 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).
(4) 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.
(5) Incorporated herein by reference to Exhibit 4.5 to our annual report on
Form 10-K for the fiscal year ended January 29, 2000 filed with the SEC
(File No. 000-21543).
(6) Incorporated herein by reference to Exhibit A to our 2000 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
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(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.
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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 June 14, 2000.
WILSONS THE LEATHER EXPERTS INC.
By *
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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 June 14, 2000.
Signature Title
--------- -----
* Chairman of the Board of Directors and Chief
----------------------------- Executive Officer (Principal Executive
Joel N. Waller Officer)
/s/ Douglas J. Treff Vice President, Finance and Chief Financial
----------------------------- Officer (Principal Financial and
Douglas J. Treff Accounting Officer)
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
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Douglas J. Treff, Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Method
Exhibit Description of Filing
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<S> <C> <C>
Incorporated by
4.1 Specimen of Common Stock certificate.(1)................................... Reference
4.2 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.(2).................. Reference
4.3 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.(3)............................................ Reference
4.4 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.(4)..................... Reference
4.5 Amendment to Registration Rights Agreement dated as of August 12, 1999 by
and among Wilsons The Leather Experts Inc. and the Shareholders listed on Incorporated by
the attachments thereto.(5)................................................ Reference
5.1 Opinion of Faegre & Benson LLP as to the legality of the shares being Electronic
registered................................................................. Transmission
Electronic
23.1 Consent of Arthur Andersen LLP............................................. Transmission
23.2 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
Incorporated by
99.1 Wilsons The Leather Experts Inc. 2000 Long Term Incentive Plan (6)........ Reference
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</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 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).
(3) 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).
(4) 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.
(5) Incorporated herein by reference to Exhibit 4.5 to our annual report on
Form 10-K for the fiscal year ended January 29, 2000 filed with the SEC
(File No. 000-21543).
(6) Incorporated herein by reference to Exhibit A to our 2000 Definitive Proxy
Statement on Schedule 14A (File No. 000-21543).
