<PAGE>
As filed with the Securities and Exchange Commission on November 7, 1997
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRACK 'N TRAIL
(Exact name of registrant as specified in its charter)
Delaware 91-1778085
------------------------------ ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4961-A Windplay Drive
El Dorado Hills, California 95762
------------------------------ ------------------------------
(Address of Principal (Zip Code)
Executive Offices)
TRACK 'N TRAIL 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
COPY TO:
DANIEL J. NAHMENS NATHANIEL M. CARTMELL III
Track 'n Trail Pillsbury Madison & Sutro LLP
4961-A Windplay Drive P.O. Box 7880
El Dorado Hills, CA 95762 San Francisco, CA 94120-7880
(916) 933-4525 (415) 983-1000
------------------------------ ------------------------------
(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share(1) Offering Price(1) Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 per share 150,000 $10.22 $1,533,000.00 $464.55
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 457(c) for the purpose of computing the
amount of the registration fee based on the average of the high and low
prices of the Company's Common Stock as reported on the Nasdaq National
Market on November 4, 1997.
-----------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
- --------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference in this registration
statement:
(1) The Registrant's prospectus dated October 10, 1997 filed pursuant
to Rule 424(b) under the Securities Act (in connection with the Registrant's
Registration Statement on Form S-1, File No. 333-23195).
(2) The Registrant's Quarterly Report on Form 10-Q (File No. 0-22359)
for the quarter ended September 27, 1997.
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed September 26, 1997.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of
-2-
<PAGE>
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act. Article VIII of the Registrant's Bylaws (Exhibit 3.2 to the
Form S-1 Registration Statement) provides for indemnification of the
Registrant's directors, officers, employees and other agents to the extent and
under the circumstances permitted by the Delaware General Corporation Law.
An Underwriting Agreement (Exhibit 1.1 to the Form S-1 Registration
Statement) provides for indemnification by the Underwriters (as defined therein)
of the Registrant and its directors and officers for certain liabilities,
including liabilities arising under the Securities Act, and affords certain
rights of contribution with respect thereto.
The Registrant has entered into separate indemnification agreements (a
form of which has been filed as Exhibit 10.9 to the Form S-1 Registration
Statement) with its directors and certain of its officers that require the
Registrant, among other things, to indemnify such individuals against certain
liabilities that may arise by reason of their status or service as a director or
officer, as the case may be, to the fullest extent not prohibited by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-3-
<PAGE>
ITEM 8. EXHIBITS.
Exhibit
Number Exhibit
- ------ -------
4.1 Specimen Common Stock Certificate (incorporated herein by
reference to Exhibit 4.1 to the Form S-1 Registration Statement,
filed August 26, 1997).
5.1 Opinion regarding legality of securities to be offered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit
5.1).
24.1 Power of Attorney (see page 6).
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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the post-registration statement (or the
most recent effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(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 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in
-4-
<PAGE>
periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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.
(b) The undersigned Registrant hereby further undertakes 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 section
15(d) of the Securities Exchange Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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.
-5-
<PAGE>
SIGNATURES
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 El Dorado Hills, State of California, on November 5,
1997.
TRACK 'N TRAIL
By /s/ DANIEL J. NAHMENS
--------------------------------------
Daniel J. Nahmens
Vice President-Finance
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gregory M. Kilgore, Daniel J. Nahmens and Douglas
Adel, and each of them, his or her true and lawful attorney-in-fact and agent,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this registration statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ DAVID L. SUECHTING, JR. Chairman of the Board (Principal November 5, 1997
- -------------------------------- Executive Officer)
David L. Suechting, Jr.
/s/ DANIEL J. NAHMENS Vice-President-Finance and Chief November 5, 1997
- -------------------------------- Financial Officer and Treasurer
Daniel J. Nahmens (Principal Financial Officer and
Accounting Officer)
/s/ GREGORY M. KILGORE Director November 5, 1997
- --------------------------------
Gregory M. Kilgore
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
Director November 5, 1997
- --------------------------------
Helen C. Bulwik
/s/ BARBARA J. SUECHTING Director November 5, 1997
- --------------------------------
Barbara J. Suechting
Director November 5, 1997
- --------------------------------
Steven D. Tough
</TABLE>
-7-
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------ -------
4.1 Specimen Common Stock Certificate (incorporated herein by
reference to Exhibit 4.1 to the Form S-1 Registration Statement,
filed August 26, 1997).
5.1 Opinion regarding legality of securities to be offered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit
5.1).
24.1 Power of Attorney (see page 6).
-8-
<PAGE>
EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
P.O. BOX 7880
SAN FRANCISCO, CA 94120
Tel: (415) 983-1000
Fax: (415) 983-1200
November 5, 1997
Track 'n Trail
4961-A Windplay Drive
El Dorado Hills, CA 95762
Re: Registration Statement on Form S-8 -- 1997 Employee Stock Purchase Plan
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Track 'n Trail, a Delaware corporation (the "Company"), with the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
relating to 150,000 shares of the Company's Common Stock issuable pursuant to
the Company's 1997 Employee Stock Purchase Plan (the "Plan"), it is our
opinion that such shares of the Common Stock of the Company, when issued and
sold in accordance with the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
E-1331
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Employee Stock Purchase Plan of Track 'n Trail of
our report dated March 12, 1997 except for Note 1, Background, and Note 14, as
to which the date is October 9, 1997, on our audits of the 1995 and 1996
financial statements of Track 'n Trail included in its Prospectus dated
October 10, 1997 filed in connection with the Registration Statement (Form S-1,
No. 333-23195) filed with the Securities and Exchange Commission.
/s/ COOPERS & LYBRAND L.L.P.
Sacramento, California
November 6, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Employee Stock Purchase Plan of Track'n Trail of
our report dated March 13, 1995 appearing in the Prospectus, which is part of
the Registration Statement of Track 'n Trail (Form S-1, No. 333-23195) filed
with the Securities and Exchange Commission.
/s/ DELOITTE & TOUCHE LLP
Sacramento, California
November 5, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Employee Stock Purchase Plan of
Track'n Trail, of our report dated September 27, 1996 with respect to the
financial statements of Overland Management Corporation as of August 3, 1996
and for the one-year period then ended, appearing in the Prospectus, which is
part of the Registration Statement of Track 'n Trail (Form S-1, No.
333-23195) filed with the Securities and Exchange Commission.
/s/ KPMG PEAT MARWICK LLP
Boston, Massachusetts
November 6, 1997
