As Filed with the Securities and Exchange Commission July 26, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BROWN SHOE COMPANY, INC.
------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 43-0197190
(State or otherjurisdiction 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)
INCENTIVE AND STOCK COMPENSATION PLAN OF 1999
---------------------------------------------
(Full Title of the Plan)
Andrew M. Rosen
Senior Vice President and Treasurer
Brown Shoe Company, 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)
-----------------------------------------
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to Be to Be Price per Offering Registration
Registered Registered Share (1) Price (1) Fee
- ------------------------------------------------------------------------------
Common Stock, $3.75 900,000 $19.90 $17,910,000 $4,979
par value, including shares (3)
Common Stock Purchase
Rights (2)
==============================================================================
(1) Computed pursuant to Rule 457(c) and (h) solely for the purpose
of determining the registration fee. Proposed maximum offering price
represents (i) the weighted average price per share based on the
exercise price of stock options already granted and (ii) the average
of the high and low reported market prices per share of Brown Shoe
Company, Inc. Common Stock reported on the New York Stock Exchange for
July 21, 1999, with respect to securities for which options have not
yet been granted.
(2) Each share of Common Stock also represents one Common Stock
Purchase Right. Value attributable to such Common Stock Purchase
Right, if any, is reflected in the market price of the Common Stock.
Prior to the occurrence of certain events as set forth in the
Shareholder Rights Plan (See Company's Form 8-K dated March 8, 1996,
as amended on Form 8-K dated August 8, 1997), the Common Stock
Purchase Rights will not be evidenced separately from the Common
Stock.
(3) This Registration Statement also covers such additional shares of
Common Stock as may be issuable pursuant to antidilution provisions
and also relates to such additional shares from the Brown Group, Inc.
Stock Option and Restricted Stock Plan of 1998 (the "1998 Plan") which
have not as yet been awarded under the 1998 Plan and shares subject to
any award under the 1998 Plan that are canceled, terminate, expire, or
lapse for any reason. Such shares have been incorporated into the
Incentive and Stock Compensation Plan of 1999 and were previously
registered on Form S-8 (Registration No. 333-60671) and filed on
August 5, 1998, as amended by Post-Effective Amendment No. 1 filed on
August 7, 1998, in connection with which filing fees were paid.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Brown Shoe
Company, Inc. (formerly known as Brown Group, Inc.) ("the Company")
with the Securities and Exchange Commission, are incorporated by
reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended January 30, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended May 1, 1999.
(c) The Company's Current Report on Form 8-K dated May 27,
1999.
(d) The description of the Company's Common Stock which is
contained in the Company's Registration Statement on
Form 10, as amended under cover of Form 8 filed on
February 18, 1981.
(e) The description of the Common Stock Purchase Rights
which is contained in the Company's Form 8-K dated
March 7, 1996, as amended on Form 8-K dated August 8,
1997.
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. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Registration 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 July 23, 1999, Mr. Pickle
was the beneficial owner of 23,100 shares of Common Stock and held
options to acquire 16,000 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 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' 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, 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 or 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, 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 the Securities Act of 1933 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.
Item 8. Exhibits.
Reference is made to the Exhibit Index filed herewith.
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 this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule
424(b) of the Securities Act if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 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 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 the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the registrant 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
Securities Act of 1993 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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 County of St.
Louis, State of Missouri, on July 26, 1999.
Brown Shoe Company, 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 of 1933,
this Registration Statement has been signed by the following persons
in the capacities indicated on July 26, 1999.
Name Title
---- -----
/s/ Ronald A. Fromm Chairman of the Board, President,
- ---------------------------- Chief Executive Officer and Director
Ronald A. Fromm
/s/ Harry E. Rich Executive Vice President, Chief
- ---------------------------- Financial Officer and Director
Harry E. Rich
Name Title
---- -----
/s/ Richard C. Schumacher Vice President and Controller
- -----------------------------
Richard C. Schumacher
- ----------------------------- Director
Joseph L. Bower
- ----------------------------- Director
Julie C. Esrey
/s/ Richard A. Liddy Director
- -----------------------------
Richard A. Liddy
/s/ John Peters MacCarthy Director
- -----------------------------
John Peters MacCarthy
- ----------------------------- Director
Patricia G. McGinnis
/s/ Jerry E. Ritter Director
- -----------------------------
Jerry E. Ritter
Brown Shoe Company, Inc.
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Certificate of Incorporation of the Company as amended
through February 16, 1984, incorporated herein by reference
to Exhibit 3 to the Company's Report on Form 10-K for the
fiscal year ended November 1, 1986.
4.2 Amendment of Certificate of Incorporation of the Company
filed February 20, 1987, incorporated herein by reference
to Exhibit 3 to the Company's Report on Form 10-K for
the fiscal year ended January 30, 1988.
4.3 Amendment of Certificate of Incorporation of the Company
filed May 27, 1999, incorporated herein by reference to
Exhibit 3 to the Company's Report on Form 10-Q for the
quarterly period ended May 1, 1999.
4.4 Bylaws of the Company as amended through April 20, 1999,
incorporated herein by reference to Exhibit 3(b) to the
Company's Report on Form 10-K for the fiscal year ended
January 30, 1999.
4.5 Rights Agreement dated as of March 7, 1996, between the
Company and First Chicago Trust Company of New York, which
includes as Exhibit A the form of Rights Certificate
evidencing the Company's Common Stock Purchase Rights,
incorporated herein by reference to the Company's Form 8-K
dated March 8, 1996.
4.6 Amendment to Rights Agreement between Brown Group, Inc. and
First Chicago Trust Company of New York, dated as of July 8,
1997, effective August 11, 1997, incorporated herein by
reference to the Company's Form 8-K dated August 8, 1997.
5.1 Legal Opinion of Counsel
23.1 Consent of Ernst & Young LLP
23.2 Consent of Robert D. Pickle, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (included on Signature Page)
Exhibit 5.1
July 26, 1999
Brown Shoe Company, Inc.
8300 Maryland Avenue
St. Louis, Missouri 63105
Ladies and Gentlemen:
I am Vice President, General Counsel and Corporate Secretary
of Brown Shoe Company, Inc. (the "Company") and, in such capacity, am
familiar with the Registration Statement on Form S-8 to which this
opinion is filed as an exhibit (the "Registration Statement") which
registers under the Securities Act of 1933, as amended (the
"Securities Act"), 900,000 shares of the Company's Common Stock, $3.75
par value per share (the "Shares") including 900,000 Common Stock
Purchase Rights, which may be purchased pursuant to the Company's
Incentive and Stock Compensation Plan of 1999 (the "1999 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 1999 Plan, the Shares
(including the Common Stock Purchase Rights) will be legally issued,
fully paid, and non-assessable.
I hereby consent to the filing of this opinion as exhibit
5.1 to the Registration Statement and with such agencies of such
states as you deem necessary in the course of complying with the laws
of such states regarding the offering and sale of the Shares. In
giving this consent, I do not admit that I am in the category of
person whose consent is required under Section 7 of the Securities Act
of 1933 or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Robert D. Pickle
Vice President - General Counsel
Corporate Secretary
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-00000) pertaining to the Incentive and
Stock Compensation Plan of 1999 of Brown Shoe Company, Inc. of our
reports dated March 4, 1999, with respect to the consolidated
financial statements of Brown Shoe Company, Inc., formerly Brown
Group, Inc., incorporated by reference in its Annual Report (Form
10-K) for the fiscal year ended January 30, 1999 and the related
financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
July 22, 1999
