<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SKECHERS U.S.A., INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4376145
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
228 MANHATTAN BEACH BLVD.
MANHATTAN BEACH, CALIFORNIA 90266
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
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AMENDED AND RESTATED
1998 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
----------------------
ROBERT GREENBERG
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
SKECHERS U.S.A., INC.
228 MANHATTAN BEACH BLVD.
MANHATTAN BEACH, CALIFORNIA 90266
(310) 318-3100
(NAME AND ADDRESS OF AGENT FOR SERVICE)
----------------------
COPIES TO:
THOMAS J. POLETTI, ESQ.
JEFFREY S. CANNON, ESQ.
FRESHMAN, MARANTZ, ORLANSKI,
COOPER & KLEIN
9100 WILSHIRE BOULEVARD, SUITE 800 EAST
BEVERLY HILLS, CALIFORNIA 90212
TELEPHONE: (310) 273-1870
FACSIMILE: (310) 274-8357
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
AMOUNT TO BE OFFERING PRICE PER OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Class A Common Stock, $.001 par value ................. 62,744 $ 8.500 $ 533,324 $ 148
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Class A Common Stock, $.001 par value(2) .............. 2,718,671 $ 5.625 $15,292,525 $4,252
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Total ................................................. 2,781,415 $15,825,849 $4,400
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, as amended.
(2) Based upon the average of the high and low prices of the Class A Common
Stock on September 10, 1999 in accordance with Rule 457(c) of the
Securities Act of 1933.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in this Part I are being
separately provided to the participants in the Amended and Restated 1998
Employee Stock Purchase Plan as specified by Rule 428(b)(1).
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below have been filed with the
Securities and Exchange Commission (the "Commission") by Skechers U.S.A., Inc.
(the "Registrant") and are incorporated by reference into this Registration
Statement:
(a) Prospectus dated June 9, 1999 including the Prospectus Supplement dated
June 15, 1999, each filed pursuant to Rule 424(b) or the Securities Act of 1933,
as amended (the "Securities Act").
(b) Quarterly Report on Form 10-Q for the quarter ending June 30, 1999, as
filed with the Commission on August 11, 1999 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
(c) The description of the Registrant's Class A Common Stock contained in
Amendment No. 1 to the Registrant's Registration Statement on Form 8-A, as filed
with the Commission on May 3, 1999 under the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this registration statement indicating that all
securities offered hereby have been sold, or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the 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 allows 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 Amended and Restated
Certificate of Incorporation and Article VII of the Registrant's Bylaws, as
amended provide 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. The Registrant has also entered into
agreements with its directors and executive officers that will require the
Registrant, among other things, to indemnify them against certain liabilities
that may arise by reason of their status or service as directors to the fullest
extent not prohibited by law to the extent such costs or expenses are not
covered by existing directors and officers insurance. The Registrant carries
directors' and officers' liability insurance covering its directors and officers
against liability asserted against or incurred by the person arising out of his
or her capacity as an officer or director, including any liability for
violations of the Securities Act or the Exchange Act, subject to some exclusions
and coverage limitations.
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Numbers Description
- ------- -----------
<S> <C>
4 Specimen Certificate of the Registrant's Class A Common Stock(1)
5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein
10 Amended and Restated 1998 Employee Stock Purchase Plan, including
form of Subscription Agreement and Notice of Withdrawal(2)
23.1 Consent of Freshman, Marantz, Orlanski, Cooper & Klein (included
in Exhibit 5)
23.2 Consent of KPMG LLP
24 Powers of Attorney (included on the signature page hereto)
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</TABLE>
(1) Incorporated by reference to Exhibit 4.1 of Amendment No. 2 to the
Registrant's Registration Statement on Form S-1 (File No. 333-60065) as
filed with the Commission on May 12, 1999.
(2) Incorporated by reference to Exhibit 10.2 of Amendment No. 2 to the
Registrant's Registration Statement on Form S-1 (File No. 333-60065) as
filed with the Commission on May 12, 1999.
ITEM 9. UNDERTAKINGS.
The 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 and to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement, or any material change to such
information in this Registration Statement.
(2) That, for purposes of determining any liability under the Securities
Act, 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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referenced in Item 6 of this Registration
Statement, or otherwise, the Registrant has been advised that in the opinion of
the Commission, such
<PAGE> 5
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against the
public policy expressed in the Securities 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 Manhattan Beach, State of California, on September 10,
1999.
SKECHERS U.S.A., INC.
By: /s/ ROBERT GREENBERG
----------------------------------
Name: Robert Greenberg
Title: Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
We the undersigned directors and officers of Skechers U.S.A., Inc., do
hereby constitute and appoint Robert Greenberg and David Weinberg, or either of
them, our true and lawful attorneys and agents to do any and all acts and things
in our name and behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act, and any rules, regulations, and requirements of the Commission, in
connection with this Registration Statement, including specifically, but without
limitation, power and authority to sign for us or any of us in our names and in
the capacities indicated below, any and all amendments to this Registration
Statement; and we do hereby ratify and confirm all that the said attorneys and
agents, or either of them, shall do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ ROBERT GREENBERG Chairman of the Board and Chief Executive Officer September 10, 1999
- ------------------------ (principal executive officer)
Robert Greenberg
/s/ MICHAEL GREENBERG President and Director September 10, 1999
- ------------------------
Michael Greenberg
/s/ DAVID WEINBERG Executive Vice President, Chief Financial Officer September 10, 1999
- ------------------------ and Director (principal financial and accounting
David Weinberg officer)
/s/ RICHARD SISKIND Director September 10, 1999
- ------------------------
Richard Siskind
/s/ JOHN QUINN Director September 7, 1999
- ------------------------
John Quinn
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Numbers Description
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<S> <C>
4 Specimen Certificate of the Registrant's Class A Common Stock(1)
5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein
10 Amended and Restated 1998 Employee Stock Purchase Plan, including
form of Subscription Agreement and Notice of Withdrawal(2)
23.1 Consent of Freshman, Marantz, Orlanski, Cooper & Klein
(included in Exhibit 5)
23.2 Consent of KPMG LLP
24 Powers of Attorney (included on the signature page hereto)
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</TABLE>
(1) Incorporated by reference to Exhibit 4.1 of Amendment No. 2 to the
Registrant's Registration Statement on Form S-1 (File No. 333-60065) as
filed with the Commission on May 12, 1999.
(2) Incorporated by reference to Exhibit 10.2 of Amendment No. 2 to the
Registrant's Registration Statement on Form S-1 (File No. 333-60065) as
filed with the Commission on May 12, 1999.
<PAGE> 1
[FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN LETTERHEAD]
September 10, 1999
VIA EDGAR
Skechers U.S.A., Inc.
228 Manhattan Beach Blvd.
Manhattan Beach, CA 90266
RE: SKECHERS U.S.A., INC.
REGISTRATION STATEMENT ON FORM S-8
2,781,415 SHARES OF CLASS A COMMON STOCK ISSUABLE UNDER THE
AMENDED AND RESTATED 1998 EMPLOYEE STOCK PURCHASE PLAN
Ladies and Gentlemen:
We are counsel to Skechers U.S.A., Inc., a Delaware corporation (the "Company").
We have assisted the Company in its preparation of a registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), registering 2,781,415 shares of the Company's
Class A Common Stock, $0.001 par value per share (the "Common Stock") issuable
under the Company's Amended and Restated 1998 Employee Stock Purchase Plan (the
"Plan").
In rendering this opinion, we have considered such questions of law and examined
such statutes and regulations, corporate records, certificates and other
documents and have made such other examinations, searches and investigations as
we have considered necessary. In such examination, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity to original documents of all documents
submitted to us as certified or as photocopies or telecopies. We have not made
an independent examination of the laws of any jurisdiction other than the state
of Delaware and the Federal Law of the United States, and we do not express or
imply any opinions in respect to the laws of any other jurisdiction. The
opinions expressed herein are based on legislation and regulations in effect on
the date hereof. We undertake no obligation to advise you of any changes that
may be brought to our attention after the date hereof.
Based on and subject to the foregoing, we are of the opinion that the Common
Stock, when issued under the Plan and the purchase price therefor has been paid
pursuant to the provisions of the Plan, will be duly and validly issued, fully
paid and nonassessable shares.
<PAGE> 2
Skechers U.S.A., Inc.
September 10, 1999
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are an "expert" within the meaning of the Securities Act or a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Securities Act.
Very truly yours,
/s/ FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN
Freshman, Marantz, Orlanski, Cooper & Klein
a law corporation
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
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The Board of Directors
Skechers U.S.A., Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Skechers U.S.A., Inc. of our reports dated March 12, 1999, except
as to Note 12, which is as of May 28, 1999, with respect to the consolidated
balance sheets of Skechers U.S.A., Inc. and subsidiary as of December 31, 1998
and 1997, and the related consolidated statements of earnings, stockholders'
equity, and cash flows and related schedule for each of the years in the
three-year period ended December 31, 1998, which reports appear in the
June 9, 1999 registration statement on Form S-1 of Skechers U.S.A., Inc.
/s/ KPMG LLP
Los Angeles, California
September 9, 1999
