<PAGE> 1
Registration No. 333-
----------
As filed with the Securities and Exchange Commission on June 4, 1998
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
WEYCO GROUP, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0702200
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
234 East Reservoir Avenue
P.O. Box 1188
Milwaukee, Wisconsin 53201
(Address of Principal Executive Offices) (ZIP Code)
-----------------
WEYCO GROUP, INC.
1997 STOCK OPTION PLAN
(Full title of the plan)
-----------------
John F. Wittkowske Copy to:
Vice President-Finance & Secretary Kathryn M. Coates
WEYCO GROUP, INC. Quarles & Brady
234 East Reservoir Avenue 411 East Wisconsin Avenue
P.O. Box 1188 Milwaukee, Wisconsin 53202
Milwaukee, Wisconsin 53201
(Name and address of agent for service)
(414) 263-8800
(Telephone number, including area code, of agent for service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED
TITLE OF PROPOSED MAXIMUM
SECURITIES MAXIMUM AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2)(3) PRICE(3) FEE
---------- ------------- --------------- --------- ------------
Common Stock,
$1.00 par value 600,000 shares $25.625 $15,375,000 $4,536
- --------------------------------------------------------------------------------
(1) The Plan provides for possible adjustment of the number, price and kind
of shares covered by options granted or to be granted in the event of
certain capital or other changes affecting the Registrant's Common Stock.
This Registration Statement therefore covers, in addition to the above
stated 600,000 shares, an indeterminate number of shares that may become
subject to the Plan by means of any such adjustment.
(2) The actual offering price shall be 100% of the Fair Market Value of the
Registrant's Common Stock on the date on which an option is granted, or
110% for incentive stock options granted to optionees who directly or
indirectly own shares representing more than 10% of the voting power of
company stock, as determined in accordance with the terms of the Plan.
(3) Pursuant to Rule 457(h), estimated solely for the purpose of computing
the registration fee, based upon the average of the closing bid and asked
prices of the Registrant's Common Stock as reported by the NASDAQ Stock
Market on June 1, 1998.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Weyco Group, Inc. (the "Registrant")
(Commission File No. 0-9068) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934
(the "1934 Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998;
(c) The Registrant's Nasdaq National Market Notification Form for
Listing of Additional Shares dated December 5, 1997; and
(d) The Registrant's Current Report on Form 8-K dated June 12,
1992, including specifically the description of the Registrant's
Common Stock in Item 5 thereof, which updates the description of
the Registrant's Registration Statement on Form 10, including any
future amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then 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 documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof 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 statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See Item 3(d) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock registered hereunder will be
passed on for the Registrant by Quarles & Brady, the Registrant's legal
counsel.
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the Wisconsin Business Corporation
Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the Registrant is
required to indemnify a director or officer, to the extent such person is
successful on the merits or otherwise in the defense of a proceeding, for all
reasonable expenses incurred in the proceeding if such person was a party
because he or she was a director or officer of the Registrant. In all other
cases, the Registrant is required by Section 180.0851(2) of the WBCL to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was an officer or director of
the Registrant, unless it is determined that he or she breached or failed to
perform a duty owed to the Registrant and the breach or failure to perform
constitutes: (i) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director or officer has a
material conflict of interest; (ii) a violation of criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful; (iii)
a transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct. Section 180.0858(1) of the WBCL provides
that, subject to certain limitations, the mandatory indemnification provisions
do not preclude any additional right to indemnification or allowance of
expenses that a director or officer may have under the Registrant's articles of
incorporation, bylaws, a written agreement or a resolution of the Board of
Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require or permit indemnification, allowance of expenses
and insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer,
sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from
a breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.
Under Section 180.0833 of the WBCL, directors of the Registrant against
whom claims are asserted with respect to the declaration of an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.
Article VIII of the Registrant's Bylaws contains provisions that generally
parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL. The Registrant is insured
against certain liabilities which it may incur by reason of Article VIII of its
Bylaws. In addition, officers and directors are insured, at the Registrant's
expense, against certain liabilities which might arise out of their employment
and which might not be subject to indemnification under the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
<PAGE> 5
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;
(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, 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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) Reference is made to the indemnification provisions referred to in
Item 6 of this Registration Statement.
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.
<PAGE> 6
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 Milwaukee, State of Wisconsin, on June 4, 1998.
WEYCO GROUP, INC.
(Registrant)
By
------------------------
John F. Wittkowske
Vice President-Finance and Secretary
-------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas W. Florsheim, Thomas W. Florsheim, Jr.
and John F. Wittkowske, and each of them, his true and lawful attorneys-in-fact
and agents, 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 all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and any
other regulatory authority, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully 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.*
SIGNATURE TITLE
Chairman of the Board and
----------------------------- Chief Executive Officer
Thomas W. Florsheim (Principal Executive Officer)
President and Chief Operating Officer
----------------------------- and Director
Thomas W. Florsheim, Jr.
Executive Vice President and Director
-----------------------------
John W. Florsheim
Vice President-Finance and Secretary
----------------------------- (Principal Financial and Accounting Officer)
John F. Wittkowske
Director
-----------------------------
Robert Feitler
*Each of these signatures is affixed as of June 4, 1998.
<PAGE> 7
WEYCO GROUP, INC.
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-9068)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
<S> <C> <C> <C>
4.1 Articles III and VI of the Articles of X
Incorporation of WEYCO Group,
Inc., as restated August 29,
1961, and last amended
April 28,1998
4.2 Articles II, V, VI and X of the Exhibit 4.2 to the
Bylaws of WEYCO Group, Inc., as Registrant's Form S-8
revised January 21, 1991 and Registration Statement
amended November 3, 1992 dated May 1, 1996
and January 8, 1996
5 Opinion of Quarles & Brady X
23.1 Consent of Arthur Andersen LLP X
23.2 Consent of Quarles & Brady Contained in
Opinion filed
as Exhibit 5
24 Powers of Attorney Signatures Page
to this
Registration Statement
99 Weyco Group, Inc. Exhibit 10.13 to the
1997 Stock Option Plan Registrant's Annual Report
on Form 10-K for the fiscal
year ended December 31, 1997
</TABLE>
<PAGE> 1
EXHIBIT 4.1
ARTICLES OF INCORPORATION
OF
WEYCO GROUP, INC.
As Restated
August 29, 1961
and Amended through April 28, 1998
ARTICLE I
Name
The name of the corporation is WEYCO GROUP, INC.
ARTICLE II
Purposes
The purposes for which the corporation is organized are:
A. To manufacture, buy, sell and deal in shoes and footwear of all kinds
and descriptions and in products related to or connected therewith;
B. To buy, sell and deal in real estate and improvements thereon;
C. Without limitation by reason of the foregoing paragraphs A and B, to
engage in any lawful activity within the purposes for which corporations may be
organized under the Wisconsin Business Corporation Law.
ARTICLE III
Authorized Shares
The aggregate number of shares of all classes which the corporation shall
have authority to issue is 12,000,000 shares of common stock of the par value
of one dollar ($1.00) per share consisting of 10,000,000 shares of a class
designated "Common Stock" and 2,000,000 shares of
<PAGE> 2
a class designated "Class B Common Stock."
Any and all such shares of Common Stock constituting authorized but
unissued shares may be issued for such consideration, not less than the par
value thereof, as shall be fixed from time to time by the Board of Directors.
The powers, preferences, limitations and relative rights of the Common Stock
and the Class B Common Stock shall be as follows:
1. VOTING.
Except as may otherwise be required by law or except as may be
expressly provided for herein, with respect to all matters upon which
shareholders are entitled to vote or to which shareholders are entitled
to give consent, the holders of the outstanding shares of Common Stock
and the holders of the outstanding shares of Class B Common Stock shall
vote together as a single class, and every holder of an outstanding share
of Common Stock shall be entitled to cast thereon one (1) vote in person
or by proxy for each share of Common Stock standing in his name on the
stock transfer records of the corporation, and every holder of an
outstanding share of Class B Common Stock shall be entitled to cast
thereon ten (10) votes in person or by proxy for each share of Class B
Common Stock standing in his name on the stock transfer records of the
corporation. Every reference herein or in the bylaws to a majority or
other proportion of shares shall refer to such a majority or other
proportion of votes entitled to be cast.
<PAGE> 3
2. DIVIDENDS AND DISTRIBUTIONS.
(a) DIVIDENDS. Holders of Common Stock and Class B Common Stock shall be
entitled to share ratably in all such dividends, payable in cash or
otherwise, as may be declared thereon by the Board of Directors from time
to time out of assets or funds of the corporation legally available
therefor except that in the case of dividends or other distributions
payable in stock of the corporation, including distributions pursuant to
stock split-ups or divisions, which occur after the initial distribution
of the Class B Common Stock to holders of Common Stock, only shares of
Common Stock shall be distributed with respect to the Common Stock and
only shares of Class B Common Stock shall be distributed with respect to
the Class B Common Stock.
(b) DISTRIBUTIONS. In the event the corporation shall be liquidated
(either partially or completely) dissolved or wound up, whether
voluntarily or involuntarily, the holders of the Common Stock and the
Class B Common Stock shall be entitled to share ratably, as a single
class, in the remaining net assets of the corporation; that is, an equal
amount of net assets for each share of Common Stock and Class B Common
Stock.
<PAGE> 4
3. RESTRICTIONS ON TRANSFER OF THE CLASS B COMMON STOCK.
(a) No beneficial owner (as hereinafter defined) of shares of Class B
Common Stock (hereinafter referred to as a "Class B Shareholder") may
transfer, and the corporation shall not register the transfer of, shares
of Class B Common Stock of such Class B Shareholder, whether by sale,
assignment, gift, bequest, appointment or otherwise, except to a
Permitted Transferee of such Class B Shareholder. A "Permitted
Transferee" shall be defined as (i) the Class B Shareholder; (ii) the
spouse of the Class B Shareholder; (iii) any parent and any lineal
descendant (including any adopted child) of any parent of the Class B
Shareholder or of the Class B Shareholder's spouse; (iv) any trustee,
guardian or custodian for, or any executor, administrator or other legal
representative of the estate of, any of the foregoing Permitted
Transferees; (v) the trustee of a trust (including a voting trust)
principally for the benefit of such Class B Shareholder and/or any of his
or her Permitted Transferees; (vi) Thomas W. Florsheim or Robert Feitler
or their lineal descendants; and (vii) any corporation, partnership or
other entity if a majority of the beneficial ownership thereof is held by
the Class B Shareholder and/or any of his or her Permitted Transferees.
If a Class B Shareholder and
<PAGE> 5
all of his or her Permitted Transferees cease, for whatever reason, to
hold a majority of the beneficial ownership of any corporation,
partnership or other entity specified in clause (vii) above, then any and
all shares of Class B Common Stock held by such corporation, partnership
or other entity shall automatically, without further deed or action by or
on behalf of any party, be deemed to have been transferred to other than
a Permitted Transferee with the result that such shares shall be deemed
to have been converted into a like number of shares of Common Stock.
(b) Notwithstanding anything to the contrary set forth herein, any
Class B Shareholder may pledge his shares of Class B Common Stock to a
pledgee pursuant to a bona fide pledge of such shares as collateral
security for indebtedness due to the pledgee, provided that such shares
shall not be transferred to or registered in the name of the pledgee and
shall remain subject to the provisions of this Paragraph 3. In the event
of foreclosure, realization or other similar action by the pledgee, such
pledged shares of Class B Common Stock may only be transferred to a
Permitted Transferee of the pledgor or converted into shares of Common
Stock, as the pledgee may elect.
<PAGE> 6
(c) Any purported transfer of shares of Class B Common stock not
permitted hereunder shall be void and of no effect. Any purported
transferee of shares of Class B Common Stock purported to be transferred
in violation of this Paragraph 3 shall have no rights as a shareholder of
the corporation and no other rights against, or with respect to, the
corporation, except the right to receive shares of Common Stock upon the
conversion of his or her shares of Class B Common Stock into shares of
Common Stock. The corporation and its transfer agent may, as a condition
to the transfer or the registration of a transfer of shares of Class B
Common Stock to a purported Permitted Transferee, require the furnishing
of such affidavits or other proof as they deem necessary to establish
that such transferee is a Permitted Transferee.
(d) The corporation shall note on the certificates for shares of Class B
Common Stock the restrictions on transfer and registration of transfer
imposed by this Paragraph 3.
(e) Shares of Class B Common Stock shall be registered in the name(s) of
the beneficial owner(s) thereof (as hereinafter defined) and not in
"street" or "nominee" names; provided, however, certificates representing
shares of Class B Common Stock issued in the initial
<PAGE> 7
distribution thereof to holders of the issued and outstanding Common
Stock may be registered in the same name and manner as the certificates
representing the shares of Common Stock with respect to which the shares
of Class B Common Stock are issued. Any shares of Class B Common Stock
registered in "street" or "nominee" name may be transferred to the
beneficial owner of such shares on the record date for such initial
distribution, upon proof satisfactory to the corporation and the Transfer
Agent that such person was in fact the beneficial owner of such shares on
such record date.
(f) For the purpose of this Paragraph 3 the term "beneficial owner(s)" of
any shares of Class B Common Stock shall mean a person or persons who, or
entity or entities which, have or share the power, either singly or
jointly, to direct the voting or disposition of such shares.
4. CONVERSION OF THE CLASS B COMMON STOCK.
(a) Each share of Class B Common Stock may at any time or from time to
time, at the option of the record holder thereof, be converted into one
(1) fully paid and nonassessable share of Common Stock. Such conversion
right shall be exercised by the surrender of the certificate representing
such share of Class B
<PAGE> 8
Common Stock to be converted to the corporation at any time during normal
business hours at the principal executive offices of the corporation (to
the attention of the Secretary of the corporation), or if an agent for
the registration or transfer of shares of Class B Common Stock is then
duly appointed and acting (said agent being referred to in this Article
III as the "Transfer Agent"), then at the office of the Transfer Agent,
accompanied by (i) a written notice of the election by the holder thereof
to convert and (ii) (if so required by the corporation or the Transfer
Agent) by instruments of transfer, in form satisfactory to the
corporation and to the Transfer Agent, duly executed by such holder or
his duly authorized attorney, and (iii) transfer tax stamps or funds
therefor, if required pursuant to Paragraph 4(e) below.
(b) As promptly as practicable after the surrender for conversion of a
certificate representing shares of Class B Common Stock in the manner
provided in Paragraph 4(a) above, and the payment in cash of any amount
required by the provisions of Paragraph 4(e), the corporation will
deliver or cause to be delivered at the office of the Transfer Agent to,
or upon the written order of, the holder of such certificate, a
certificate or certificates representing the number of
<PAGE> 9
full shares of Common Stock issuable upon such conversion, issued in such
name or names as such holder may direct. Such conversion shall be deemed
to have been made immediately prior to the close of business on the date
of the surrender of the certificate representing shares of Class B Common
Stock, and all rights of the holder of such shares as such holder shall
cease at such time and the person or persons in whose name or names the
certificate or certificates representing the shares of Common Stock are
to be issued shall be treated for all purposes as having become the
record holder or holders of such shares of Common Stock at such time;
provided, however, that in the event any such surrender and payment are
made on any date when the stock transfer records of the corporation shall
be closed, the person or persons in whose name or names the certificate
or certificates representing shares of Common Stock are to be issued will
become the record holder or holders thereof for all purposes immediately
prior to the close of business on the next succeeding day on which such
stock transfer records are open.
(c) No adjustments in respect of dividends or other distributions shall
be made upon the conversion of any share of Class B Common Stock;
provided, however, that
<PAGE> 10
if a share shall be converted subsequent to the record date for the
payment of a dividend or other distribution on shares of Class B Common
Stock but prior to such payment, the registered holder of such share at
the close of business on such record date shall be entitled to receive
the dividend or other distribution payable on such share on the date set
for payment of such dividend or other distribution notwithstanding the
conversion thereof or the corporation's default in payment of the
dividend or distribution due on such date.
(d) The corporation covenants that it will at all times reserve and keep
available, solely for the purpose of issuance upon conversion of the
outstanding shares of Class B Common Stock, such number of shares of
Common Stock as shall be issuable upon the conversion of all such
outstanding shares; provided, that nothing contained herein shall be
construed to preclude the corporation from satisfying its obligations in
respect of the conversion of the outstanding shares of Class B Common
stock by delivery of purchased shares of Common Stock which are held in
the treasury of the corporation. The corporation covenants that if any
shares of Common Stock required to be reserved for purposes of conversion
hereunder
<PAGE> 11
require registration with or approval of any governmental authority under
any Federal or State law before such shares of Common Stock may be issued
upon conversion, the corporation will cause such shares to be duly
registered or approved, as the case may be. The corporation will
endeavor to list the shares of Common Stock required to be delivered upon
conversion prior to such delivery upon each national securities exchange,
if any, upon which the outstanding Common Stock is listed at the time of
such delivery. The corporation covenants that all shares of Common Stock
which shall be issued upon conversion of the shares of Class B Common
Stock will, upon issue, be fully paid and nonassessable (subject to the
provisions of Wis. Stats. Section 180.40(6) or any successor law) and not
subject to any preemptive rights.
(e) The issuance of certificates for shares of Common Stock upon
conversion of shares of Class B Common Stock shall be made without charge
for any stamp or other similar tax in respect of such issuance. However,
if any such certificate is to be issued in a name other than that of the
record holder of the share or shares of Class B Common Stock converted,
the person or persons requesting the issuance thereof shall pay to the
corporation the amount of any tax which may be
<PAGE> 12
payable in respect of any transfer involved in such issuance or shall
establish to the satisfaction of the corporation that such tax has been
paid.
(f) The outstanding shares of Class B Common Stock shall be deemed
without further act on anyone's part to be immediately and automatically
converted into shares of Common Stock, and stock certificates formerly
representing outstanding shares of Class B Common Stock shall thereupon
and thereafter be deemed to represent a like number of shares of Common
Stock, in each of the instances set forth below:
i. All outstanding shares of Class B Common Stock shall be
automatically converted into shares of Common Stock if and when
the number of issued and outstanding shares of Class B Common
Stock is less than two percent (2%) of the aggregate number of
shares of Common Stock and Class B Common Stock then outstanding.
ii. All of the outstanding shares of Class B Common Stock shall be
converted to Common Stock if and when the number of shares of the
corporation's Common Stock and Class B Common Stock owned by
Thomas W. Florsheim and Robert Feitler and their Permitted
Transferees falls below 10% of the aggregate number of outstanding
shares of Common
<PAGE> 13
Stock and Class B Common Stock and remains continuously below 10%
for one year thereafter.
iii. All outstanding shares of Class B Common Stock will be
converted after the expiration of the 15 year period commencing on
the date of the initial distribution of the Class B Common Stock,
unless the Board of Directors extends the existence of the Class B
Common Stock for an additional period of 5 years upon the approval
of a majority of the independent directors, as defined below,
PROVIDED that the Board of Directors may reduce the term or impose
additional restrictions if necessary to avoid a suspension of
quotations of the Common Stock on the NASDAQ National Market
System. In no event shall the Class B Common Stock remain
outstanding longer than 20 years after the date of the initial
distribution of the Class B Common Stock.
iv. All outstanding shares of Class B Common Stock will be
converted if and when the Board of Directors declares a conversion
(a) based on its determination, in its sole discretion, that there
has been or in the absence of a conversion there will be a
material adverse change in the liquidity, marketability or market
value of the
<PAGE> 14
Common Stock due to a suspension or prospective suspension of
quotations of the Common Stock on the NASDAQ National Market
System or due to requirements under applicable state securities
laws, or (b) in connection with its approval of any merger or
consolidation of the corporation, any sale or lease of
substantially all of its assets or the liquidation or dissolution
of the corporation.
v. For purposes of this Paragraph 4, "independent director" is a
director who has not been employed by the corporation or any of
its subsidiaries at any time within three years prior to the date
of determination and who is not Thomas W. Florsheim, Robert
Feitler or a Permitted Transferee of either of them.
5. SUBSEQUENT ISSUANCES OF CLASS B COMMON STOCK.
Following the initial distribution of the Class B Common Stock to the
holders of the issued and outstanding Common Stock of the Corporation,
the Board of Directors may only issue shares of the Class B Common
Stock (a) in the form of a distribution or distributions pursuant to a
stock dividend on or split-up of the shares of the Class B Common
Stock, and only to the then record holders of the issued and
outstanding shares of the Class B Common Stock in
<PAGE> 15
conjunction with and in the same ratio as a stock dividend on or split-up of
the shares of the Common Stock, or (b) to the holders of options to acquire
common stock of the corporation which were outstanding on April 7, 1987.
6. PREEMPTIVE RIGHTS DENIED.
No holder of shares of any class of stock of the corporation shall
possess any preemptive right to acquire additional shares of any class or
treasury shares of the corporation, or obligations of the corporation
convertible into such shares, whether nor or hereafter authorized.
7. LIMITED VOTING PROVISIONS INAPPLICABLE.
Outstanding shares of any class of stock of the corporation shall not be
subject to the limited voting provisions of Section 180.25(9) of the
Wisconsin Statutes.
ARTICLE IV
The number of directors of the corporation shall be fixed by, or in the
manner provided in, the By-Laws, and may be altered from time to time as may be
provided therein. The By-Laws may provide for the classification of directors.
ARTICLE V
At the time of the adoption of these Restated Articles of Incorporation, the
address of the registered office of the corporation is 234 East Reservoir
Avenue, Milwaukee 1, Wisconsin, and the name of the registered agent at such
address is Frank L. Weyenberg.
<PAGE> 16
ARTICLE VI
Except as set forth below, the affirmative vote of the holders of
four-fifths of all classes of stock of the corporation entitled to vote in
election of directors considered for the purpose of this Article as one class,
shall be required (a) for the adoption of any agreement for the merger or
consolidation of the corporation with our into any other corporation, or (b) to
authorize any sale, lease or exchange of all or any substantial part of the
assets of the corporation to, or any sale, lease or exchange to the corporation
or any subsidiary thereof in exchange for securities of the corporation of any
assets of, any other corporation, person or other entity, if, in either case,
as of the record date for the determination of shareholders entitled to notice
thereof and to vote thereon, such other corporation, person or entity is the
beneficial owner, directly or indirectly, of more than 5% of the outstanding
shares of stock of the corporation entitled to vote in elections of directors,
considered for the purposes of this Article as one class. Such affirmative
vote shall be in addition to the vote of the holders of the stock of the
corporation otherwise required by law or any agreement to which the corporation
is a party.
For the purposes of this Article, any corporation, person or other entity
shall be deemed to be the beneficial owner of any shares of stock of the
corporation (i) which it has the right to acquire pursuant to any agreement, or
upon exercise of conversion
<PAGE> 17
rights, warrants or options, or otherwise whether such right be absolute or
conditional, or (ii) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of clause (i) above), (a) by
any "affiliate" or "associate", as those terms are defined in Rule 12b-2 of the
General Rules and Regulations under the Securites Exchange Act of 1934 as in
effect on May 1, 1977 or (b) by any corporation, person or other entity acting
in concert with it, or (iii) which are beneficially owned, directly or
indirectly (including shares deemed owned through application of clause (i)
above), by any corporation, person or other entity with which it or any
"affiliate" or "associate" (as defined above) of it, or any corporation, person
or other entity acting in concert with it or with any "affiliate" or
"associate" (as defined above) of it, has any agreement, arrangement or
understanding with respect to acquiring, holding, voting or disposing of stock
of the corporation. For the purposes of this Article, the outstanding shares
of any class of stock of the corporation shall include shares deemed owned
through application of clauses (i), (ii) and (iii) above but shall not include
any other shares which may be issuable pursuant to any agreement or upon
exercise of conversion rights, warrants, or options or otherwise.
On the basis of information known to the corporation, the Board of
Directors of the corporation shall make all determinations under this Article,
including whether (i) a
<PAGE> 18
corporation, person or other entity beneficially owns more than 5% of the
outstanding shares of stock of the corporation entitled to vote in elections of
directors, or (ii) a corporation, person or other entity has the right to
acquire shares of stock of the corporation, or (iii) a corporation, person or
other entity is an "affiliate" or "associate" (as defined above) of another, or
(iv) a corporation, person or other entity has any agreement, arrangement or
understanding with respect to acquiring, holding, voting or disposing of stock
of the corporation, or (v) a corporation, person or other entity is acting in
concert with any other corporation, person or other entity; and all such
determinations shall be conclusive.
The provisions of this Article shall not be applicable to: (i) any merger
or consolidation of the corporation with or into any other corporation, or any
sale, lease or exchange of all or any substantial part of the assets of the
corporation to, or any sale, lease or exchange to the corporation or any
subsidiary thereof in exchange for securities of the corporation of any assets
of, any other corporation, person or other entity, if (a) such transaction
shall have been approved by a resolution adopted by a number of directors which
is one less than the number of the members of the Board of Directors of the
corporation holding office at the time such resolution is adopted; or (b) the
Board of Directors of the corporation shall by resolution have approved a
memorandum of understand with such other corporation, person,
<PAGE> 19
or other entity with respect to and substantially consistent with such
transactions prior to the time that such other corporation, person or entity
shall have become a holder of more than 5% of the outstanding shares of stock
of the corporation entitled to vote in elections of directors; or (ii) any
merger or consolidation of the corporation with, or any sale, lease or exchange
to the corporation or any subsidiary thereof of any of the assets of, any other
corporation of which a majority of the outstanding shares of all classes of
stock entitled to vote in elections of directors is owned of record or
beneficially by the corporation and its subsidiaries.
No amendment to the Restated Articles of Incorporation of this corporation
shall amend, alter, change or repeal any of the provisions of this Article VI,
unless the amendment effecting such amendment, alteration, change or repeal
shall receive the affirmative vote of the holders of four-fifths of all classes
of stock of the corporation entitled to vote in elections of directors,
considered for the purposes of this Article as one class.
<PAGE> 1
EXHIBIT 5
June 4, 1998
Weyco Group, Inc.
234 East Reservoir Avenue
Milwaukee, Wisconsin 53201
Gentlemen:
We are providing this opinion in connection with the Registration
Statement of Weyco Group, Inc. (the "Company") on Form S-8 (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Act"),
with respect to the proposed sale of up to 600,000 shares of Common Stock,
$1.00 par value, of the Company (the "Shares") pursuant to the WEYCO Group,
Inc. 1997 Stock Option Plan (the "Plan"). We have examined (i) the
Registration Statement; (ii) the Company's Articles of Incorporation and
Bylaws, each as amended and/or restated to date; (iii) the Plan; (iv) corporate
proceedings relating to the adoption of the Plan and the issuance of the
Shares; and (v) such other documents and records as we have deemed necessary in
order to render this opinion. In rendering this opinion, we have relied as to
certain factual matters on certificates of officers of the Company and of state
officials.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Wisconsin.
2. The Shares to be sold from time to time pursuant to the Plan
which are original issuance shares, when issued and paid for as
contemplated by the Registration Statement and the Plan, will be
validly issued, fully paid and non-assessable by the Company subject
to the personal liability which may be imposed on shareholders by
Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as
judicially interpreted, for debts owing to employees for services
performed, but not exceeding six months service in any one case.
Although Section 180.0622(2)(b) provides that such personal
liability of shareholders shall be "to an amount equal to the par
value of shares owned by them respectively, and to the consideration
for which their shares without par value was issued," the Wisconsin
Supreme Court, by a split decision without a written opinion, has
affirmed a judgment holding shareholders of a corporation liable
under the substantially identical predecessor statute in effect
prior to January 1, 1991 (Section 180.40(6)) for unpaid employee
wages to an amount
<PAGE> 2
equal to the consideration for which their par value shares were issued
rather than the shares' lower stated par value. Local 257 of Hotel and
Restaurant Employees and Bartenders International Union v. Wilson Street
East Dinner Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985)
(affirming the 1983 decision of the Circuit Court for Dane County,
Wisconsin, in Case No. 82-CV-0023).
We consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving our consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Act, or that we come within the category of
persons whose consent is required by Section 7 of the Act.
Very truly yours,
QUARLES & BRADY
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 13, 1998
included in Weyco Group, Inc's Form 10-K for the year ended December 31, 1997
and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
May 29, 1998
