<PAGE>
As filed with the Securities and Exchange Commission on May 28, 1999
Registration No. ______
---------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
DIRECT FOCUS, INC
(Exact name of registrant as specified in its charter)
WASHINGTON 943002667
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
2200 NE 65th AVENUE
VANCOUVER, WASHINGTON 98661
(Address of Principal Executive Offices) (Zip Code)
---------------
DIRECT FOCUS, INC. STOCK OPTION PLAN
(Full Title of Plan)
---------------
Rod W. Rice
Chief Financial Officer, Secretary and Treasurer
Direct Focus, Inc.
2200 NE 65th Avenue
Vancouver, Washington 98661
(360) 694-7722
(Name, Address and Telephone Number of Agent for Service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered (1) Per Share Offering Price Fee
---------- -------------- --------- -------------- ---
<S> <C> <C> <C> <C>
Common Stock 484,041 $7.82 (2) $3,785,201 (2) $1,053.00
Common Stock 581,961 $19.44 (3) $11,313,322 (3) $3,146.00
Total 1,066,002 $4,199.00
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Direct Focus, Inc., Stock Option Plan (the "Plan") authorizes the
issuance of a maximum of 1,857,961 shares of Direct Focus, Inc. (the "Company")
common stock pursuant to the terms and conditions thereof. Of these shares, the
Company is registering 484,041 shares that are subject to outstanding options
granted under the Plan and 581,961 shares that are available for future option
grants thereunder. There are also registered, pursuant to Rule 416, such
additional indeterminate number of shares as may be issued as a result of the
anti-dilution provisions of the Plan.
(2) Based upon the weighted average exercise price of options granted as of the
filing date of this registration statement.
(3) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended. The Proposed
Maximum Offering Price Per Share is the average of the high and low prices of
the Company's common stock as listed on the NASDAQ National Market System on May
27, 1999 (which were $20.125 and $18.75, respectively).
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Direct Focus, Inc. (the "Company") hereby incorporates the following
documents into this Registration Statement:
1. The Company's prospectus filed with the Commission on May 6,
1999, pursuant to Rule 424(b) of the Securities Act of 1933, as
amended (the "Securities Act");
2. All other reports filed pursuant to Section 13(a) or
Section 15(d) of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), since May 5, 1999; and
3. The description of the Company's common stock contained in the
Company's Form 8-A filed on April 26, 1999, under Section 12(g)
of the Exchange Act with the Company's Registration Statement on
Form S-1 (Reg. No. 333-73243), including all amendments and
reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the filing of a post-effective amendment, which indicates that the
shares offered hereby have been sold, or which deregister the shares covered
hereby then remaining unsold, shall also be deemed to be incorporated by
reference herein and made a part hereof from the date of 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 that 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act. Article IX of the registrant's
Articles of Incorporation and Article X of the registrant's Amended and Restated
Bylaws provide for indemnification of the registrant's directors, officers,
employees and agents to the maximum extent permitted by Washington law. The
registrant's directors and officers also may be indemnified against liability
they may incur for serving in that capacity pursuant to a liability insurance
policy maintained by the registrant for such purpose. However, the registrant
does not currently have such an insurance policy.
Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal corporate loans or
distributions, or any transaction for which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. Section 8.4 of the registrant's Articles of Incorporation contains
provisions implementing, to the fullest extent permitted by the WBCA, such
limitations on a director's liability to the registrant and its shareholders.
II-1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
NO. DESCRIPTION
- --- -----------
<S> <C>
4 Direct Focus, Inc. Stock Option Plan (incorporated by reference
to Exhibit 10.1 to the Company's Registration Statement on Form
S-1, File No. 333-73243)
5 Opinion of Garvey, Schubert & Barer regarding the legality of the
common stock being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Garvey, Schubert & Barer (included in opinion of
counsel filed as Exhibit 5 herewith)
24.1 Power of Attorney for Kirkland C. Aly
24.2 Power of Attorney for C. Reed Brown
24.3 Power of Attorney for Gary L. Hopkins
24.4 Power of Attorney for Roger J. Sharp
24.5 Power of Attorney for Roland E. Wheeler
</TABLE>
ITEM 9. UNDERTAKINGS.
A. The Company 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or most recent post-effective amendment hereof) which
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement;
and
(iii) 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.
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) shall 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 Sections 13
or 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, to treat each such post-effective amendment as a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time 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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Sections 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
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 an initial bona fide offering thereof.
II-2
<PAGE>
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company, the Company has been advised that in the opinion of the
Commission such 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this Form S-8 Registration Statement
and has duly caused this Form S-8 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Vancouver,
State of Washington, on May 27, 1999.
Registrant: DIRECT FOCUS, INC.
By: /s/ Brian R. Cook
-------------------------------------------
Brian R. Cook
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the date indicated.
Principal Executive Officer:
By: /s/ Brian R. Cook Date: May 27, 1999
--------------------------------------------
Brian R. Cook
President and Chief Executive Officer
Principal Financial Officer:
By: /s/ Rod W. Rice Date: May 27, 1999
--------------------------------------
Rod W. Rice
Chief Financial Officer, Treasurer and
Secretary
Majority of the Board of Directors:
/s/ Brian R. Cook Date: May 27, 1999
- -----------------------------------------
Brian R. Cook, Director
Kirkland C. Aly * Date: May 27, 1999
- -----------------------------------------
Kirkland C. Aly, Director
C. Reed Brown * Date: May 27, 1999
- -----------------------------------------
C. Reed Brown, Director
Gary L. Hopkins * Date: May 27, 1999
- -----------------------------------------
Gary L. Hopkins, Director
Roger J. Sharp * Date: May 27, 1999
- -----------------------------------------
Roger J. Sharp, Director
Roland E. Wheeler * Date: May 27, 1999
- -----------------------------------------
Roland E. Wheeler, Director
* By /s/ Rod W. Rice Date: May 27, 1999
----------------------------
Rod W. Rice
Attorney-In-Fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
<S> <C>
4 Direct Focus, Inc. Stock Option Plan (incorporated by
reference to Exhibit 10.1 to the Company's
registration statement on Form S-1, File
No. 333-73243)
5 Opinion of Garvey, Schubert & Barer regarding
the legality of the common stock being registered.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Garvey, Schubert & Barer (included in
opinion of counsel filed as Exhibit 5 herewith)
24.1 Power of Attorney of Kirkland C. Aly
24.2 Power of Attorney of C. Reed Brown
24.3 Power of Attorney of Gary L. Hopkins
24.4 Power of Attorney of Roger J. Sharp
24.5 Power of Attorney of Roland E. Wheeler
</TABLE>
<PAGE>
EXHIBIT 5
May 27, 1999
Direct Focus Inc.
2200 NE 65th Avenue
Vancouver, Washington 98661
Gentlemen:
We have acted as counsel for Direct Focus, Inc. (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
1,066,002 shares of the Company's common stock (the "Shares") issuable under the
Direct Focus, Inc. Stock Option Plan (the "Plan").
We have reviewed those documents, corporate records, and other instruments
we deemed necessary for the purposes of this opinion. As to matters of fact
which have not been independently established, we have relied upon
representations of officers of the Company.
Based on the foregoing, it is our opinion that, under the corporate laws
of the State of Washington, the Shares offered and to be offered by the
Company under the Plan have been duly authorized and, when issued by the
Company pursuant to the terms of the Plan, including, without limitation,
collection of the required consideration for the Shares, will be validly
issued, fully paid and nonassessable securities of the Company.
This opinion is dated as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion under Item 5 in the
Registration Statement.
Sincerely,
GARVEY, SCHUBERT & BARER
/s/ Garvey, Schubert & Barer
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Direct Focus, Inc. on Form S-8 of our report dated February 26, 1999,
appearing in Registration Statement No. 333-73243 of Direct Focus, Inc. on
Form S-1 under the Securities Act of 1933.
Deloitte & Touche LLP
/s/ Deloitte & Touche LLP
- ----------------------------------
Portland, Oregon
May 24, 1999
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
To the Board of Directors
Delta Woodside Industries, Inc.:
We consent to the use of our report dated February 19, 1999 with respect to the
combined balance sheets of the Nautilus Business as of January 4, 1999, June 27,
1998 and June 28, 1997, and the related combined statements of operations and
accumulated deficit and cash flows for the six-months ended January 4, 1999, and
for each of the years in the three-year period ended June 27, 1998, included in
the Direct Focus, Inc. Registration Statement on Form S-1 (Reg. No. 333-73243)
incorporated by reference in this Registration Statement on Form S-8.
/s/ KPMG Peat Marwick LLP
- --------------------------
KPMG Peat Marwick LLP
Greenville, South Carolina
May 26, 1999
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
Know by all these presents, that the undersigned hereby constitutes and
appoints Brian Cook and Rod Rice, or either of them, the undersigned's true and
lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, in the undersigned's
capacity as a director of Direct Focus, Inc. (the "Company"), a
registration statement on Form S-8, registering the sale of up to
1,250,000 shares of the Company's common stock issuable upon the
exercise of options granted and to be granted under the Company's
Stock Option Plan.
(2) Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
registration statement on Form S-8 and timely file such registration
statement with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21th day of May, 1999.
/s/ Kirkland C. Aly
---------------------------------------------
Kirkland C. Aly
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
Know by all these presents, that the undersigned hereby constitutes and
appoints Brian Cook and Rod Rice, or either of them, the undersigned's true and
lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, in the undersigned's
capacity as a director of Direct Focus, Inc. (the "Company"), a
registration statement on Form S-8, registering the sale of up to
1,250,000 shares of the Company's common stock issuable upon the
exercise of options granted and to be granted under the Company's
Stock Option Plan.
(2) Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
registration statement on Form S-8 and timely file such registration
statement with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21th day of May, 1999.
/s/ C. Reed Brown
----------------------------------------
C. Reed Brown
<PAGE>
EXHIBIT 24.3
POWER OF ATTORNEY
Know by all these presents, that the undersigned hereby constitutes and
appoints Brian Cook and Rod Rice, or either of them, the undersigned's true and
lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, in the undersigned's
capacity as a director of Direct Focus, Inc. (the "Company"), a
registration statement on Form S-8, registering the sale of up to
1,250,000 shares of the Company's common stock issuable upon the
exercise of options granted and to be granted under the Company's
Stock Option Plan.
(2) Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
registration statement on Form S-8 and timely file such registration
statement with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21th day of May, 1999.
/s/ Gary L. Hopkins
----------------------------------------
Gary L. Hopkins
<PAGE>
EXHIBIT 24.4
POWER OF ATTORNEY
Know by all these presents, that the undersigned hereby constitutes and
appoints Brian Cook and Rod Rice, or either of them, the undersigned's true and
lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, in the undersigned's
capacity as a director of Direct Focus, Inc. (the "Company"), a
registration statement on Form S-8, registering the sale of up to
1,250,000 shares of the Company's common stock issuable upon the
exercise of options granted and to be granted under the Company's
Stock Option Plan.
(2) Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
registration statement on Form S-8 and timely file such registration
statement with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21th day of May, 1999.
/s/ Roger J. Sharp
----------------------------------------
Roger J. Sharp
<PAGE>
EXHIBIT 24.5
POWER OF ATTORNEY
Know by all these presents, that the undersigned hereby constitutes and
appoints Brian Cook and Rod Rice, or either of them, the undersigned's true and
lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, in the undersigned's
capacity as a director of Direct Focus, Inc. (the "Company"), a
registration statement on Form S-8, registering the sale of up to
1,250,000 shares of the Company's common stock issuable upon the
exercise of options granted and to be granted under the Company's
Stock Option Plan.
(2) Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
registration statement on Form S-8 and timely file such registration
statement with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21th day of May, 1999.
/s/ Roland E. Wheeler
----------------------------------------
Roland E. Wheeler
