<PAGE> 1
As Filed with the Securities and Exchange Commission on April 21, 1995
Registration No. 33-
-------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
========================
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
========================
BROWN GROUP, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 43-0197190
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8300 Maryland Avenue
St. Louis, Missouri 63105
(Address, including zip code,
of registrant's principal executive offices)
STOCK OPTION AND RESTRICTED STOCK PLAN OF 1994
----------------------------------------------
(Full Title of the Plan)
Andrew M. Rosen
Vice President and Treasurer
Brown Group, Inc.
8300 Maryland Avenue
St. Louis, Missouri 63105
(314) 854-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share <F1> Price <F1> Fee
- ---------- ---------- ---------- ---------- -------------
<C> <C> <C> <C> <C>
Common Stock, $3.75 par 750,000 shares <F2> $29.06 $21,795,000 $7,516
value, including Common
Stock Purchase Rights
======================================================================================================================
<PAGE> 2
- ------------
<FN>
<F1> Estimated pursuant to Rule 457(h) and (c) solely for the purpose of calculating the registration fee.
<F2> This Registration Statement also covers such additional shares of Common Stock as may be issuable pursuant to
antidilution provisions. Prior to the occurrence of certain events, the Common Stock Purchase Rights will
not be evidenced separately from the Common Stock.
</TABLE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Company are incorporated by reference
into this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended January
28, 1995 (filed April 19, 1995).
(b) The description of the Common Stock which is contained in the
Company's Registration Statement on Form 10, as amended under
cover of Form 8 on February 18, 1981.
(c) The description of the Common Stock Purchase Rights which is
contained in the Company's Registration Statement on Form 8-A
dated March 7, 1986.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"1934 Act"), prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement 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.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the
1934 Act.
Item 5. Interest of Named Experts and Counsel.
The legality of the Common Stock offered under the Plan has been
passed upon for the Company by Robert D. Pickle, 8300 Maryland Avenue, St.
Louis, Missouri 63105, Vice President, General Counsel and Corporate Secretary
of the Company. As of April 21, 1995, Mr. Pickle was the beneficial owner of
23,110 shares of Common Stock and held options to acquire 13,143 shares of
Common Stock.
Item 6. Indemnification of Directors and Officers.
The bylaws of the Company provide that the Company shall indemnify any
director and officer, and may indemnify any employee or agent, of the Company,
or of any other entity if requested by the Company to serve as such, against
any claim, liability or expense incurred as a result of such service, to the
maximum extent permitted by law. To the extent that such employee or agent has
been successful in the defense of a civil or criminal proceeding arising out of
such service, such employee or agent shall be entitled to such indemnification.
The bylaws also provide that such indemnification is not exclusive of any other
indemnification to which such director, officer, employee or agent might be
entitled, and authorize the Company to enter into agreements with any such
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director, officer, employee or agent, allowing such rights of indemnification
as the Board of Directors deems appropriate, provided that any such agreement
shall not provide for indemnification of such a director or officer if a final
adjudication adverse to such director or officer establishes that his or her
acts were committed in bad faith or were the result of active or deliberate
dishonesty and were material to the cause of action adjudicated, or that he or
she personally gained a financial profit or other advantage to which such
director or officer was not legally entitled. Finally, the Company may
purchase insurance to indemnify any such director, officer, employee or agent,
to the maximum extent allowed by law, whether or not the Company would
otherwise have the power to indemnify such person.
New York law authorizes a corporation to indemnify any person made, or
threatened to be made, a party to any action, civil or criminal, other than a
shareholders' derivative action, by reason of being a director or officer of
the corporation or serving any other entity in any capacity (at the request of
the corporation), against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys's fees, in connection therewith, if
such director or officer acted in good faith, for a purpose he or she
reasonably believed to be in, or, in the case of service to any other entity,
not opposed to, the best interests of the corporation. A corporation may
indemnify any person made, or threatened to be made, a party to a shareholders'
derivative action, in the circumstances and to the extent described in the
preceding sentence, except that in such case no indemnification shall be made
for a threatened action, or a pending action which is settled or otherwise
disposed of, or any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation, unless and only to the extent
the court finds that such person is fairly and reasonably entitled to such
indemnification. Any person who has been successful, on the merits or
otherwise, in the defense of a civil or criminal proceeding as described above
in this paragraph, shall be entitled to indemnification under New York law.
New York law provides that its statutory provisions relating to
indemnification shall not be exclusive of any other indemnification to which a
director or officer may be entitled by reason of the certificate of
incorporation, bylaws, or, if authorized by the certificate or bylaws, by
reason of an agreement with the corporation, provided that no indemnification
may be made to an officer or director if a final adjudication adverse to the
director or officer establishes that his or her acts were committed in bad
faith or were the result of active and deliberate dishonesty and were material
to the cause of action adjudicated, or that such officer or director personally
gained a financial profit or other advantage to which he or she was not legally
entitled.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Company pursuant to such
provisions, the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in such Act and is therefore unenforceable.
The directors and officers of the Company are insured under a policy
of directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Reference is made to the Exhibit Index.
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;
(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, and
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 1934 Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose 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.
(b) The undersigned registrant hereby undertakes 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 15(d) of the 1934
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the 1934 Act) 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 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
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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
Registrant. Pursuant to the requirements of the Securities Act, 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 County of St. Louis, State of Missouri, on March 2,
1995.
Brown Group, Inc.
By: /s/ HARRY E. RICH
-----------------------
Harry E. Rich
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Harry E. Rich, Robert D. Pickle, and Andrew M. Rosen and each of them
(with full power to each of them to act alone), his or her true and lawful
attorneys in fact and agents for him or her and on his or her behalf and in his
or her 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 exhibits and any and all other documents
filed with respect thereto, with the Securities and Exchange Commission (or any
other governmental or regulatory authority), granting unto said attorneys, and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he or she might
or could do if personally present, hereby ratifying and confirming all that
said attorneys in fact and agents, or any of them, may lawfully 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 indicated
on March 2, 1995.
Name Title
---- -----
/s/ B.A. BRIDGEWATER, JR. Chairman of the Board,
- --------------------------------- President, Chief Executive
B.A. Bridgewater, Jr. Officer and Director
/s/ HARRY E. RICH Executive Vice President,
- --------------------------------- Chief Financial Officer
Harry E. Rich and Director
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Name Title
---- -----
/s/ RICHARD C. SCHUMACHER Vice President and Controller
- ---------------------------------
Richard C. Schumacher
/s/ JOSEPH L. BOWER Director
- ---------------------------------
Joseph L. Bower
Director
- ---------------------------------
Julie C. Esrey
/s/ JOAN F. LANE Director
- ---------------------------------
Joan F. Lane
/s/ RICHARD A. LIDDY Director
- ---------------------------------
Richard A. Liddy
/s/ JOHN D. MACOMBER Director
- ---------------------------------
John D. Macomber
/s/ WILLIAM E. MARITZ Director
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William E. Maritz
/s/ GENERAL EDWARD C. MEYER, RET. Director
- ---------------------------------
General Edward C. Meyer, Ret.
/s/ MORTON I. SOSLAND Director
- ---------------------------------
Morton I. Sosland
/s/ DANIEL R. TOLL Director
- ---------------------------------
Daniel R. Toll
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Brown Group, Inc.
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4a. Copy of Stock Option and Restricted Stock
Plan of 1994 (incorporated by reference to
Exhibit 3 to the Proxy Statement for the
Annual Meeting of Shareholders on May 26,
1994, file number 1-2191)
4b. Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3
to Annual Report on Form 10-K for the
fiscal year ended November 1, 1986, file
number 1-2191)
4c. Amendment to Certificate of Incorporation
of the Company (incorporated by reference
to Exhibit 3(a)(ii) of Annual Report on
Form 10-K for the fiscal year ended
January 30, 1988 and Section C of the
Proxy Statement for the Annual Meeting
of Shareholders on June 2, 1988,
file No. 1-2191)
4d. Bylaws of the Company (incorporated by reference
to the Exhibits to the Annual Report on Form
10-K for the fiscal year ended January 28,
1995, filed on April 18, 1995)
4e. Form of Rights Agreement between the Company
and Morgan Guaranty Trust Company of New York,
as Rights Agent (incorporated by reference to
Exhibits 1, 2 and 3 to Form 8-A dated March 7,
1986, File No. 1-2191)
5. Legal Opinion of Counsel
23a. Consent of Ernst & Young LLP
b. Consent of Counsel - Contained in Exhibit 5
24. Power of Attorney (included on Signature Page)
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Exhibit 5
April 21, 1995
Brown Group, Inc.
8300 Maryland Avenue
St. Louis, Missouri 63105
Ladies and Gentlemen:
I am Vice President, General Counsel and Corporate Secretary of Brown
Group, Inc. (the "Company") and as such am familiar with the Registration
Statement on Form S-8 (the "Registration Statement") being filed with the
Securities and Exchange Commission pursuant to which the Company is registering
750,000 shares of Common Stock, $3.75 par value per share (the "Shares"), which
are issued under the Company's Stock Option and Restricted Stock Plan of 1994
(the "Plan").
In rendering this opinion, I have examined such corporate records and
other documents and made such legal investigation as I have deemed appropriate.
Based on the foregoing, I am of the opinion that, when issued in
accordance with the provisions of the Plan, the Shares will be legally issued,
fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Robert D. Pickle
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Exhibit 23a
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Stock Option and Restricted Stock Plan
of 1994 of Brown Group, Inc. of our reports dated March 2, 1995 with respect to
the consolidated financial statements of Brown Group, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the fiscal year ended January
28, 1995 and the related financial statement schedules included therein, as
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
- -------------------------
Ernst & Young LLP
St. Louis, Missouri
April 21, 1995
