As filed with the Securities and Exchange Commission on May 28, 1998
Registration No._____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
COLUMBIA SPORTSWEAR COMPANY
(Exact name of registrant as specified in its charter)
---------------
OREGON 93-0498284
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
6600 North Baltimore
Portland, Oregon 97203
(Address of Principal (Zip Code)
Executive Offices)
---------------
Columbia Sportswear Company
1997 Stock Incentive Plan
(Full title of plan)
Patrick D. Anderson
Chief Financial Officer
Columbia Sportswear Company
6600 North Baltimore
Portland, OR 97203
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 286-3676
Copy to:
Stephen E. Babson
Robert J. Moorman
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
Proposed Proposed Amount
Maximum Maximum of
Amount Offering Aggregate Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered(1) Share(1) Price(1) Fee
- ------------------- ------------- --------- --------- -------
<S> <C> <C> <C> <C>
Common Stock 2,500,000 Shares $19.625 $41,133,136.80 $12,134.28
- ------------------------------------------------------------------------------------------------
(1) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) under the
Securities Act of 1933. Of the shares to be registered, 1,202,274 shares
are subject to options with an aggregate exercise price of $16,800,774.30.
The calculation of the registration fee for the remaining 1,297,726 shares
is based on $18.75, which was the average of the high and low prices of the
Common Stock on May 26, 1998 as reported in The Wall Street Journal for
Nasdaq National Market issues.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
----------------------------------------
The following documents filed by Columbia Sportswear Company (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(a) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
filed pursuant to rule 424(b) under the Securities Act of 1933 that
contains audited financial statements for the Company's latest fiscal year
for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the Company con
tained in the Company's registration statement filed under section 12 of
the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Company
pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
--------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
------------------------------------------
Article IV of the Company's Second Amended and Restated Articles of
Incorporation (the "Articles") requires indemnification of current or former
directors of the Company to the fullest extent not prohibited by the Oregon
Business Corporation Act (the "Act"). The Act permits or requires
indemnification of directors and officers in certain circumstances. The effects
of the Articles and the Act (the "Indemnification Provisions") are summarized as
follows:
(a) The Indemnification Provisions grant a right of indemnification in
respect of any proceeding (other than an action by or in the right of the
Company), if the person concerned acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of
the Company, was not adjudged liable on the basis of receipt of an improper
personal benefit and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the conduct was unlawful. The
termination of a proceeding by judgment, order, settlement, conviction or
plea of nolo contendere, or its equivalent, is not, of itself,
determinative that the person did not meet the required standards of
conduct.
(b) The Indemnification Provisions grant a right of indemnification in
respect of any proceeding by or in the right of the Company against the
expenses (including attorney fees) actually and reasonably incurred if the
person concerned acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Company,
except that no right of indemnification will be granted if the person is
adjudged to be liable to the Company.
(c) Every person who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a party
because of the person's status as a director or officer of a controversy
described in (a) or (b) above is entitled to indemnification as a matter of
right.
(d) Because the limits of permissible indemnification under Oregon law
are not clearly defined, the Indemnification Provisions may provide
indemnification broader than that described in (a) and (b).
(e) The Company may advance to a director or officer the expenses
incurred in defending any proceeding in advance of its final disposition if
the director or officer affirms in writing in good faith that he or she has
met the standard of conduct to be entitled to indemnification as described
in (a) or (b) above and undertakes to repay any amount advanced if it is
determined that the person did not meet the required standard of conduct.
II-2
<PAGE>
The Company has entered into indemnification agreements with each of the
Company's directors pursuant to which the Company has agreed to indemnify each
director to the maximum extent available under the Act, provided that the Board
of Directors determines that the director seeking indemnification has met the
applicable standards of conduct.
The Company may obtain insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
---------
4.1 Second Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Amendment No. 3 to
the Registrant's Registration Statement on Form S-1, Registration
No. 333-43199 (the "S-1").
4.2 1998 Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the S-1.)
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
II-3
<PAGE>
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 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 volume of securities offered (if the total
dollar value of the 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 Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 information required to be included in a post-effective amendment by
those paragraphs is contained in 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.
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(b) The undersigned registrant hereby 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Portland, State of Oregon, on May 28, 1998.
COLUMBIA SPORTSWEAR COMPANY
By: PATRICK D. ANDERSON
-------------------------------------
Patrick D. Anderson
Chief Financial Officer
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<PAGE>
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 this 28th day of May, 1998.
Signature Title
- --------- -----
* TIMOTHY P. BOYLE President, Chief Executive Officer,
- ---------------------------------- Treasurer, Secretary and Director
Timothy P. Boyle (Principal Executive Officer)
PATRICK D. ANDERSON Chief Financial Officer
- ---------------------------------- (Principal Financial and Accounting
Patrick D. Anderson Officer)
* GERTRUDE BOYLE Director
- ----------------------------------
Gertrude Boyle
* SARAH BANY Director
- ----------------------------------
Sarah Bany
* MURRAY R. ALBERS Director
- ----------------------------------
Murray R. Albers
* EDWARD S. GEORGE Director
- ----------------------------------
Edward S. George
* JOHN STANTON Director
- ----------------------------------
John Stanton
*By: PATRICK D. ANDERSON
-------------------------------------
Patrick D. Anderson, Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
------ --------------------
4.1 Second Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Amendment No. 3
to the Registrant's Registration Statement on Form S-1,
Registration No. 333-43199 (the "S-1").
4.2 1998 Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the S-1.)
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
May 28, 1998
Board of Directors
Columbia Sportswear Company
6600 North Baltimore
Portland, OR 97203
We have acted as counsel for Columbia Sportswear Company (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
2,500,000 shares of common stock (the "Shares") of the Company issuable in
connection with the Company's 1997 Stock Incentive Plan (the "Plan"). We have
reviewed the corporate action of the Company in connection with this matter and
have examined those documents, corporate records, and other instruments we
deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the state of Oregon; and
2. The Shares have been duly authorized and, when issued pursuant to the
Plan and in accordance with resolutions adopted by the Board of Directors of the
Company, will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Columbia Sportwear Company on Form S-8 of our report dated February 6, 1998
(March 24, 1998 as to Notes 1, 2, and 9) appearing in the Registration Statement
No. 333-43199 of Columbia Sportswear Company on Form S-1 under the Securities
Act of 1933.
DELOITTE & TOUCHE LLP
Portland, Oregon
May 21, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
(1997 Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of COLUMBIA SPORTSWEAR COMPANY, does hereby constitute and
appoint TIMOTHY P. BOYLE and PATRICK D. ANDERSON and either of them, his true
and lawful attorney and agent to do any and all acts and things and to execute
in his name (whether on behalf of Columbia Sportswear Company or as an officer
or director of said Company, or otherwise) any and all instruments which said
attorney and agent may deem necessary or advisable in order to enable Columbia
Sportswear Company to comply with the Securities Act of 1933, as amended, and
any requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under the Securities Act of 1933, as
amended, of shares of Common Stock of Columbia Sportswear Company issuable
pursuant to the 1997 Stock Incentive Plan, including specifically, but without
limitation thereto, power and authority to sign his name (whether on behalf of
Columbia Sportswear Company or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Common Stock or any exhibits filed therewith; and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall do or cause to
be done by virtue hereof.
DATED: May 13, 1998
TIMOTHY P. BOYLE PATRICK D. ANDERSON
- ---------------------------------- ----------------------------------
Timothy P. Boyle Patrick D. Anderson
GERTRUDE BOYLE SARAH BANY
- ---------------------------------- ----------------------------------
Gertrude Boyle Sarah Bany
MURRAY R. ALBERS EDWARD S. GEORGE
- ---------------------------------- ----------------------------------
Murray R. Albers Edward S. George
JOHN STANTON
- ----------------------------------
John Stanton