<PAGE>
As filed with the Securities and Exchange Commission on June 4, 1997.
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-8
Registration Statement Under The Securities Act of 1933
- --------------------------------------------------------------------------------
HIBBETT SPORTING GOODS, INC.
(Exact Name of Issuer as Specified in Its Charter)
DELAWARE 63-1074067
(State of Incorporation) (IRS Employer Identification No.)
451 Industrial Lane
Birmingham, Alabama 35211
(Address of Principal Executive Offices)
- --------------------------------------------------------------------------------
HIBBETT SPORTING GOODS, INC.
NON-QUALIFIED STOCK OPTIONS
ISSUED TO CLYDE B. ANDERSON
(Full Title of the Plan)
Susan H. Fitzgibbon
Chief Financial Officer
Hibbett Sporting Goods, Inc.
451 Industrial Lane, Birmingham, Alabama 35211
(Name and Address of Agent for Service)
(205) 942-4292
(Telephone Number, including area code, of Agent for Service)
- --------------------------------------------------------------------------------
Copy to:
Gregory S. Curran
Balch & Bingham LLP
1901 Sixth Avenue North
Birmingham, Alabama 35203
(205) 251-8100
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================
Proposed Maximum Proposed Maximum Amount
Title of Securities Amount Being Offering Price Aggregate of
Being Registered Registered Per Share (1) Offering Price (1) Registration Fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par value 70,820(2) $16.875 $1,191,546.50 $361.07
- --------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
offering price is estimated solely for the purpose of determining the
registration fee and is based on the average of the bid and asked prices of
the common stock of Hibbett Sporting Goods, Inc. on June 2, 1997.
(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
of shares of securities registered on this Registration Statement will be
increased as a result of future stock splits, stock dividends or similar
transactions.
<PAGE>
PART I
======
EXPLANATORY NOTE
----------------
Hibbett Sporting Goods, Inc. (the "Registrant") is filing this Registration
Statement on Form S-8 in order to register 70,820 shares of common stock, $.01
par value per share (the "Common Stock"), which may be issued to Clyde B.
Anderson, a director and stockholder of the Registrant, in accordance with the
terms of a certain agreement, effective as of August 1, 1996, pursuant to which
the Registrant granted to Clyde B. Anderson non-qualified stock options to
purchase 70,820 shares of Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:
(a) The Registrant's annual report on Form 10-K for the year ended
February 1, 1997 (File No. 000-20969); and
(b) The description of the Common Stock set forth in the Company's
registration statement filed pursuant to Section 12 of the Securities
Exchange Act of 1934, and any amendment or report filed for the purpose of
updating such description.
Each document or report subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
after the date hereof and prior to the termination of the offering of the Stock
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such document.
Any statement contained herein, or in a document all or a portion of which
is 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. Interest of Named Experts and Counsel.
-------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law permits the Registrant
to indemnify officers, directors or employees against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
1
<PAGE>
in connection with legal proceedings "if [as to any officer, director or
employee] he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to the best interests of the corporation, and, with respect
to any criminal act or proceeding, had no reasonable cause to believe his
conduct was unlawful", provided that with respect to actions by, or in the right
of the corporation against, such individuals, indemnification is not permitted
as to any matter as to which such person "shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the corporation,
unless, and only to the extent that, the court in which such actions or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper." Individuals who are successful in the defense of such action are
entitled to indemnification against expenses reasonably incurred in connection
therewith.
Section 16 of the Bylaws of the Registrant provides as follows:
(a)(i) Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless by the
Corporation to the fullest extent permitted by Delaware Law. The right to
indemnification conferred in this Section 16(a)(i) shall also include the
right to be paid by the Corporation the expenses incurred in connection
with any such proceeding in advance of its final disposition to the fullest
extent authorized by Delaware Law. The right to indemnification conferred
in this Section 16(a)(i) shall be a contractual right.
(ii) In addition, the Corporation may, by action of its Board of
Directors, provide indemnification to such of the employees and agents of
the Corporation to such extent and to such effect as the Board of Directors
shall determine to be appropriate and authorized by Delaware Law.
(b) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss incurred by such person in any such capacity
or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under Delaware Law.
(c) The rights and authority conferred in this Section 16 shall not be
exclusive of any other right which any person may otherwise have or
hereafter acquire.
Article EIGHTH of the Certificate of Incorporation of the Registrant
provides in part as follows:
A director of the Corporation shall not be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director to the fullest extent permitted by Delaware Law.
The Registrant has obtained standard policies of insurance under which
coverage will be provided (a) to its directors and officers against loss arising
from claims made by reason of breach of duty or other wrongful act, and (b) to
the Registrant with respect to payments which may be made by the Registrant to
such officers and directors pursuant to the above indemnification provision or
otherwise as a matter of law.
2
<PAGE>
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement:
<TABLE>
<CAPTION>
Sequential
Exhibit Description
------- --------------------------------------------------------------
<S> <C>
4(a) Certificate of Incorporation of the Registrant dated September
23, 1996 (Filed as an exhibit to Amendment No. 2 to the
Registration Statement on Form S-1 (Registration No. 333-
07023) of Hibbett Sporting Goods, Inc., filed on September 16,
1996 and incorporated herein by reference).
4(b) Bylaws of the Registrant (Filed as an exhibit to the
Registration Statement on Form S-1 (Registration No. 333-
07023) of Hibbett Sporting Goods, Inc., filed on September 16,
1996 and incorporated herein by reference).
4(c) Agreement, effective August 1, 1996, between the Registrant
And Clyde B. Anderson.
5 Opinion of Balch & Bingham LLP regarding the legality of the
shares.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Balch & Bingham LLP (included in Exhibit 5)
24 Power of Attorney of the Officers and Directors of the
Registrant.
</TABLE>
Item 9. 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 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.
(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.
(4) 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 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)
3
<PAGE>
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.
(5) To transmit or cause to be transmitted to all employees
participating in the Plan who do not otherwise receive such material as
stockholders of the Registrant at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
Insofar as indemnification for liabilities arising under the Securities Act
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 Securities 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.
4
<PAGE>
SIGNATURES
----------
The Registrant. 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 Birmingham, State of Alabama, on June 4, 1997.
HIBBETT SPORTING GOODS, INC.
By:/s/ Michael J. Newsome
----------------------
Michael J. Newsome
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.
SIGNATURE TITLE Date
--------- ----- ----
/s/ Michael J. Newsome President June 4, 1997
- ------------------------ (Principal
Michael J. Newsome Executive Officer)
/s/ Susan H. Fitzgibbon Vice President and June 4, 1997
- ------------------------- Chief Financial Officer
Susan H. Fitzgibbon (Principal Financial
Officer and Principal
Accounting Officer)
* Director June 4, 1997
- -------------------
Clyde B. Anderson
* Director June 4, 1997
- -------------------------
Thomas A. Saunders, III
* Director June 4, 1997
- -------------------------
F. Barron Fletcher, III
5
<PAGE>
* Director June 4, 1997
- -------------------------
John F. Megrue, Jr.
* Director June 4, 1997
- -------------------------
H. Ray Compton
* Director June 4, 1997
- -------------------------
Carl Kirkland
*By:/s/ Susan H. Fitzgibbon June 4, 1997
-----------------------
Susan H. Fitzgibbon
Attorney-in-Fact
6
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit Description Page
- ---------- ------------------------------------------------- ----
<S> <C> <C>
4(a) Certificate of Incorporation of the Registrant
dated September 23, 1996 (Filed as an exhibit to
Amendment No. 2 to the Registration Statement
on Form S-1 (Registration No. 333-07023) of
Hibbett Sporting Goods, Inc., filed on September
16, 1996 and incorporated herein by reference).
4(b) Bylaws of the Registrant (Filed as an exhibit to
the Registration Statement on Form S-1
(Registration No. 333-07023) of Hibbett Sporting
Goods, Inc., filed on September 16, 1996 and
incorporated herein by reference).
4(c) Agreement, effective as of August 1, 1996,
between the Registrant and Clyde B. Anderson.
5 Opinion of Balch & Bingham LLP regarding the
legality of the shares.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Balch & Bingham LLP (included in
Exhibit 5).
24 Power of Attorney of Officers and Directors of
the Registrant.
</TABLE>
<PAGE>
EXHIBIT 4(C)
HIBBETT SPORTING GOODS, INC.
451 Industrial Lane
Birmingham, Alabama 35211
September 13, 1996
Mr. Clyde B. Anderson
402 Industrial Lane
Birmingham, AL 35211
Dear Clyde:
This letter will serve to formalize the arrangement entered into by you and
Hibbett Sporting Goods, Inc. (the "Company") on August 1, 1996. The Company
shall pay you for your services as a management consultant an annual fee of
$50,000 payable monthly in arrears. In connection with your performance of such
Services, you shall be appointed the Chairman of the Executive Committee, which
shall be established by the Company. This consulting arrangement is terminable
by either your or the Company immediately upon written notice.
In addition, in consideration of your services to the Company, the Company
has granted to you an option to purchase 70,820 shares of Company common stock,
$0.01 per share par value (the "Common Stock") at an exercise price of $8.48 per
share (the "Option:). The Option shall become exercisable on the date six
months after the consummation of the initial public offering of the Company's
Common Stock (the "Initial Public Offering") and shall expire on the date nine
months after the consummation of the Initial Public Offering. Additional terms
and conditions of such Option shall be documented in an option agreement to be
delivered to you.
Very truly yours,
Hibbett Sporting Goods, Inc.
By: /s/ John F. Megrue, Jr.
--------------------------
John H. Megrue, Jr.
Chairman of the
Board of Directors
Acknowledged: /s/ Clyde B. Anderson
----------------------
Clyde B. Anderson
<PAGE>
EXHIBIT 5
(205)226-3459
June 4, 1997
Hibbett Sporting Goods, Inc.
451 Industrial Lane
Birmingham, Alabama 35211
Re: Hibbett Sporting Goods, Inc.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of 70,820 shares of the common stock, $.01 par value per share, (the
"Common Stock"), of Hibbett Sporting Goods, Inc., a Delaware corporation (the
"Corporation"), for issuance and sale in the manner described in the
Corporation's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission, to which this opinion is an exhibit (the "Registration
Statement"), we, as counsel to the Corporation, have examined such corporate
records, certificates, and other documents as we considered necessary or
appropriate for the purposes of delivering this opinion.
On the basis of the foregoing, we are of the opinion that the Common Stock
offered pursuant to the Registration Statement has been duly and validly
authorized and is, or when issued in accordance with the respective governing
documents will be, dully and validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours very truly,
/s/ Balch & Bingham LLP
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
AS INDEPENDENT PUBLIC ACCOUNTANTS, WE HEREBY CONSENT TO THE INCORPORATION BY
REFERENCE IN THIS REGISTRATION STATEMENT OF HIBBETT SPORTING GOODS, INC. ON FORM
S-8 OF OUR REPORTS DATED MARCH 18, 1997 INCLUDED IN THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED FEBRUARY 1, 1997 AND TO ALL REFERENCES TO OUR
FIRM INCLUDED IN THIS REGISTRATION STATEMENT.
/S/ ARTHUR ANDERSEN LLP
BIRMINGHAM, ALABAMA
JUNE 4, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Hibbett Sporting Goods, Inc. (the
"Company") has determined that it is in the best interest of the Company to
register 70,820 shares of the Company's common stock in connection with the
issuance of non-qualified stock options to purchase shares of common stock of
the Company to Clyde B. Anderson;
WHEREAS, the Company proposes to file a registration statement and
amendments thereto under the Securities Act of 1933 with respect to each of the
above-referenced plans.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that the undersigned
directors and officers of the Company, individually as a director and/or as an
officer of the Company, hereby make, constitute and appoint each of Michael J.
Newsome and Susan H. Fitzgibbon their true and lawful attorney-in-fact for each
of them and in each of their names, places and steads to sign and cause to be
filed with the Securities and Exchange Commission said registration statements,
including any appropriate amendments thereto, to be a accompanied by any
necessary exhibits.
The Company hereby authorizes said persons or any one of them to
execute said registration statements and amendments thereto on its behalf as
attorney-in-fact for it and its authorized officers, and to file the same as
aforesaid.
The undersigned directors and officers of the Company hereby authorize
said persons or any one of them to sign said registration statements on their
behalf as attorney-in-fact and to amend, or remedy any deficiencies with respect
to, said registration statements by appropriate amendment or amendments and to
file the same as aforesaid, hereby giving and granting to said attorneys full
power and authority to do so and perform all and every act and thing whatsoever
requisite and necessary to complete the foregoing, hereby ratifying and
confirming all that said attorneys may or shall do, or cause to be done, by
virtue hereof.
Dated as of June 4, 1997.
/s/ Clyde B. Anderson
----------------------
Clyde B. Anderson
/s/ H. Ray Compton
-------------------
H. Ray Compton
/s/ F. Barron Fletcher, III
----------------------------
F. Barron Fletcher, III
/s/ Carl Kirkland
------------------
Carl Kirkland
<PAGE>
/s/ John F. Megrue, Jr.
------------------------
John F. Megrue, Jr.
/s/ Michael J. Newsome
-----------------------
Michael J. Newsome
/s/ Thomas A. Saunders
-----------------------
Thomas A. Saunders
/s/ Susan H. Fitzgibbon
------------------------
Susan H. Fitzgibbon
