<PAGE>
As filed with the Securities and Exchange Commission on February 6, 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.
STOCK PLAN FOR OUTSIDE DIRECTORS
(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
1901 Sixth Avenue North
Birmingham, Alabama 35203
(205) 251-8100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================
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 50,000(2) $16.25 $812,500 $246.21
- --------------------------------------------------------------------------------------------
</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 January 31, 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 50,000 shares of common stock, $.01
par value per share (the "Common Stock"), to be offered or sold pursuant to the
terms and conditions of the Hibbett Sporting Goods, Inc. Stock Plan for Outside
Directors, as amended (the "Plan").
A prospectus meeting the requirements of Part I of Form S-8 and containing
the statement required by Item 2 of Form S-8 has been prepared. Such prospectus
is not included in this Registration Statement but will be delivered to all
participants in the Plan pursuant to Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act").
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 Registration Statement on Form S-1, dated June
27, 1996, as amended, (Registration No. 333-07023), relating to the initial
public offering of 2,300,000 shares of Common Stock, and the Registrant's
Prospectus, dated October 10, 1996, which the Company previously filed with
the Commission pursuant to Rule 424(b) of the Securities Act;
(b) The Registrant's quarterly report on Form 10-Q for the quarter
ending November 2, 1996 (File No. 000-20969); and
(c) 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.
1
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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 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.
2
<PAGE>
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.
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) Hibbett Sporting Goods, Inc. Stock Plan for Outside Directors
(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) .
23 Consent of Arthur Andersen LLP.
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.
3
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(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) 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 January 24,
1997.
HIBBETT SPORTING GOODS, INC.
By:/s/ Michael J. Newsome
----------------------------------------
Michael J. Newsome
President and Chief Operating Officer
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, Chief January 24, 1997
- ------------------------------- Operating Officer and
Michael J. Newsome Director (Principal
Executive Officer)
/s/ Susan H. Fitzgibbon Vice President and January 24, 1997
- ------------------------------- Chief Financial Officer
Susan H. Fitzgibbon (Principal Financial
Officer and Principal
Accounting Officer)
* Director January 24, 1997
- -------------------------------
Clyde B. Anderson
* Director January 24, 1997
- -------------------------------
Thomas A. Saunders, III
5
<PAGE>
* Director January 24, 1997
- -------------------------------
F. Barron Fletcher, III
* Director January 24, 1997
- -------------------------------
John F. Megrue
* Director January 24, 1997
- -------------------------------
Barry H. Feinberg
*By:/s/ Susan H. Fitzgibbon January 24, 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) Hibbett Sporting Goods, Inc. Stock Plan for
Outside Directors (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).
23 Consent of Arthur Andersen LLP.
24 Power of Attorney of Officers and Directors of
the Registrant
</TABLE>
7
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to incorporation by
reference in this Registration Statement of Hibbett Sporting Goods, Inc. Stock
Plan for Outside Directors on Form S-8 of our report dated April 2, 1996 (except
with respect to the matter discussed in Note 10 as to which the date is
September 13, 1996) included in the Company's Registration Statement (No. 333-
07023) and related Prospectus, dated October 10, 1996, relating to the initial
public offering of 2,300,000 shares of Common Stock.
/s/ Arthur Andersen LLP
Birmingham, Alabama
February 3, 1997
<PAGE>
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 (i) 238,566 shares of the Company's common stock for issuance under the
Company's Amended and Restated 1996 Stock Option Plan, (ii) 66,352 shares of the
Company's common stock for issuance under the Company's Amended and Restated
Stock Option Plan, (iii) 50,000 shares of the Company's common stock for
issuance under the Company's Stock Plan for Outside Directors, and (iv) 75,000
shares of the Company's common stock for issuance under the Company's Employee
Stock Purchase Plan; and
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.
DONE this the 26th day of November, 1996.
/s/ Clyde B. Anderson
----------------------------------
Clyde B. Anderson
/s/ Barry H. Feinberg
----------------------------------
Barry H. Feinberg
/s/ F. Barron Fletcher, III
----------------------------------
F. Barron Fletcher, III
/s/ John F. Megrue
---------------------------------
John F. Megrue
<PAGE>
/s/ Michael J. Newsome
--------------------------------
Michael J. Newsome
/s/ Thomas A. Saunders
--------------------------------
Thomas A. Saunders
/s/ Susan H. Fitzgibbon
--------------------------------
Susan H. Fitzgibbon
