As filed with the Securities and Exchange Commission on June 10, 1999
Registration No. 333-______
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
1999 Employee Stock Purchase 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
Peter J. Bragdon
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 500,000 Shares $14.375 $7,187,500 $1,999
- ------------------------------------------------------------------------------
(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. The calculation of the registration fee shares is
based on $14.375, which was the average of the high and low prices of the
Common Stock on June 8, 1999 as reported in The Wall Street Journal for
Nasdaq National Market issues.
</TABLE>
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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 state ments 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.
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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.
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.
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;
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(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.
(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
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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.
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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 Portland, State of Oregon, on June 10, 1999.
COLUMBIA SPORTSWEAR COMPANY
By: PATRICK D. ANDERSON
------------------------------------
Patrick D. Anderson
Chief Financial Officer
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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 10th day of June, 1999.
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
* MURREY R. ALBERS Director
- ----------------------------------
Murrey 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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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
June 10, 1999
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
500,000 shares of common stock (the "Shares") of the Company issuable in
connection with the Company's 1999 Employee Stock Purchase 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 Sportswear Company on Form S-8 of our report dated February 8, 1999,
appearing in the Annual Report on Form 10-K of Columbia Sportswear Company for
the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Portland, Oregon
June 10, 1999
EXHIBIT 24.1
POWER OF ATTORNEY
(1999 Employee Stock Purchase 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, PATRICK D. ANDERSON and CARL K. DAVIS, and any of them, his or
her true and lawful attorney and agent to do any and all acts and things and to
execute in his or her 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 1999 Employee Stock Purchase Plan, including
specifically, but without limitation thereto, power and authority to sign his or
her 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: June 9, 1999
TIMOTHY P. BOYLE PATRICK D. ANDERSON
- ---------------------------------- ----------------------------------
Timothy P. Boyle Patrick D. Anderson
GERTRUDE BOYLE SARAH BANY
- ---------------------------------- ----------------------------------
Gertrude Boyle Sarah Bany
MURREY R. ALBERS EDWARD S. GEORGE
- ---------------------------------- ----------------------------------
Murrey R. Albers Edward S. George
JOHN STANTON
- ----------------------------------
John Stanton
