<PAGE> 1
As Filed With the Securities and Exchange Commission
on November 13, 1997
Registration No. 33-
................................................................................
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
................................................................................
GENESCO INC.
(Exact name of Registrant as specified in its charter)
TENNESSEE 62-0211340
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
GENESCO PARK 37217-2895
1415 MURFREESBORO ROAD (Zip Code)
NASHVILLE, TENNESSEE
(Address of Principal Executive Offices)
NONQUALIFIED STOCK OPTION AGREEMENTS
(Full title of the plan)
ROGER G. SISSON
GENESCO INC.
GENESCO PARK
1415 MURFREESBORO ROAD
NASHVILLE, TENNESSEE 37217-2895
(Name and address of agent for service)
(615) 367-7000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered(1) registered offering price per aggregate offering registration fee
share price
========================================================================================================
Common Stock, par
value $1.00 per share 200,000 shares (1) $425,500 $128.94
========================================================================================================
</TABLE>
(1) 100,000 shares have an offering price of $1.875 per share; 100,000 shares
have an offering price of $2.38 per share.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Genesco Inc., a Tennessee
corporation (the "Registrant"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
February 1, 1997, as amended;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended May 3, 1997, as amended;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended August 2, 1997, as amended; and
(d) The description of the Registrant's Common Stock, par value $1.00 per
share (the "Common Stock"), contained in the Registrant's registration
statement on Form 8-A, as amended or updated pursuant to the Exchange
Act.
All documents and reports subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
shares covered hereby have been sold or which deregisters all such shares 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
II-2
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Tennessee Business Corporation Act ("TBCA") provides that a corporation
may indemnify any of the directors and officers against liability incurred in
connection with a proceeding if (i) such person acted in good faith; (ii) in the
case of conduct in an official capacity with the corporation, he reasonably
believed such conduct was in the corporation's best interests; (iii) in all
other cases, he reasonably believed that his conduct was at least not opposed to
the best interests of the corporation; and (iv) in connection with any criminal
proceeding, such person had no reasonable cause to believe his conduct was
unlawful. In actions brought by or in the right of the corporation, however, the
TBCA provides that no indemnification may be made if the director or officer was
adjudged to be liable to the corporation. The TBCA also provides that in
connection with any proceeding charging improper personal benefit to an officer
or director, no indemnification may be made if such officer or director is
adjudged liable on the basis that such personal benefit was improperly received.
Notwithstanding the foregoing, the TBCA provides that a court of competent
jurisdiction, unless the corporation's charter provides otherwise, upon
application, may order that an officer or director be indemnified at reasonable
expenses if, in consideration of all relevant circumstances, the court
determines that such individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that (i) such officer or director was
adjudged liable to the corporation in a proceeding by or in right of the
corporation; (ii) such officer or director was adjudged liable on the basis that
personal benefit was improperly received by him; or (iii) such officer or
director breached his duty of care to the corporation.
The Registrant's Restated Charter and the Registrant's Bylaws provide that
no director shall be personally liable to the Registrant or its shareholders for
monetary damages for breach of any fiduciary duty as a director except to the
extent provided by the TBCA. Under the TBCA, this provision relieves the
Registrant's directors from personal liability arising from a judgment or other
final adjudication establishing (i) any breach of the director's duty of
loyalty, (ii) acts or commissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or (iii) any unlawful distributions.
The Registrant has entered into indemnification agreements with each of its
directors.
The foregoing statements contained within this Item 6 are subject to the
detailed provisions of the Tennessee Business Corporation Act, the Registrant's
Restated Charter and the Registrant's Bylaws referenced above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
II-3
<PAGE> 4
ITEM 8. EXHIBITS
4.1 Nonqualified Stock Option Agreement, as amended and restated through
December 21, 1994, between the Registrant and David M. Chamberlain
(previously filed as Exhibit (10)x to the Registrant's Annual Report on
Form 10-K for the fiscal year ended January 31, 1995).
4.2 Nonqualified Stock Option Agreement, dated as of December 21, 1994, between
the Registrant and David M. Chamberlain (previously filed as Exhibit (10)y
to the Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1995).
4.3 Restated Charter of the Registrant (previously filed as Exhibit (3)b to the
Registrant's Annual Report on Form 10-K for the year ended January 31,
1993).
4.4 Bylaws of the Registrant (previously filed as Exhibit (3)a to the
Registrant's Annual Report on Form 10-K for the fiscal year ended January
31, 1995).
5 Opinion of Registrant's general counsel.
23.1 Consent of Registrant's general counsel (included in Exhibit 5).
23.2 Consent of Price Waterhouse LLP.
24 Powers of Attorney (included at pages II-5 and II-6).
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, as amended (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 hereof) which individually or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
II-4
<PAGE> 5
(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
Exchange Act, that are incorporated by reference in the Registration
Statement.
(2) That, for the 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.
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 Section 15(d) of
the Exchange Act (and each filing of the Plan's annual report pursuant to
Section 15(d) of the Exchange 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 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
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 and will be governed by
the final adjudication of such issue.
II-5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Nashville, State of Tennessee, on the 10th day of
November, 1997.
GENESCO INC.
By: /s/ Ben T. Harris
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James S. Gulmi and Roger G. Sisson, or
either of them, his true and lawful attorney-in-fact and agent, 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, without
limitation, 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, granting unto said
attorney-in-fact and agent 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 or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ------
<S> <C> <C>
/s/ David M. Chamberlain Chairman and a Director October 29, 1997
</TABLE>
II-6
<PAGE> 7
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Ben T. Harris President and Chief Executive
Officer (Principal Executive
Officer) and a Director October 29, 1997
/s/ James S. Gulmi Senior Vice President,
Finance (Principal
Financial Officer) October 29, 1997
/s/ Paul D. Williams Principal Accounting
Officer October 29, 1997
/s/ Harry D. Garber Director October 29, 1997
/s/ W. Lipscomb Davis, Jr. Director October 29, 1997
/s/ John Diebold Director October 29, 1997
/s/ Joel C. Gordon Director October 29, 1997
/s/ Kathleen Mason Director October 29, 1997
/s/ William A. Williamson, Jr. Director October 29, 1997
/s/ William S. Wire II Director October 29, 1997
/s/ Gary M. Witkin Director October 29, 1997
</TABLE>
II-7
<PAGE> 8
EXHIBIT
INDEX
<TABLE>
<CAPTION>
Exhibit
No Exhibit Description
------- ------------------------------------------------------------
<S> <C>
4.1 Nonqualified Stock Option Agreement as amended and restated
through December 21, 1994, between the Registrant and
David M. Chamberlain (previously filed as Exhibit (10)x to
the Registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1995)
4.2 Nonqualified Stock Option Agreement, dated December 21,
1994, between the Registrant and David M. Chamberlain
(previously filed as Exhibit (10)y to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
January 31, 1995)
4.3 Restated Charter of the Registrant (previously filed as
Exhibit (3)b to the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 31, 1993)
4.4 Bylaws of the Registrant (previously filed as Exhibit (3)a
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended January 31, 1995)
5 Opinion of Registrant's general counsel
23.1 Consent of Registrant's general counsel (included in
Exhibit 5)
23.2 Consent of Price Waterhouse LLP
24 Powers of Attorney (included at pages II-6 and II-7)
</TABLE>
<PAGE> 1
EXHIBIT 5
November 7, 1997
Genesco Inc.
1415 Murfreesboro Road
Nashville, Tennessee 37217
Gentlemen:
I have acted as counsel to you in connection with the authorization and
registration under the Securities Act of 1933 of certain shares of your common
stock, $1.00 par value per share, to be offered and sold pursuant to
Non-Qualified Stock Option Agreements with David M. Chamberlain dated December
21, 1994, as amended and restated (the "Agreements"). In that capacity, I am of
the opinion that such shares have been validly authorized and, when issued and
paid for as provided in the Agreements, will be validly issued, fully paid and
non-assessable.
I hereby consent to your filing this letter as an exhibit to the
Registration Statement on Form S-8 covering the Agreements and the shares to be
issued thereunder.
Yours very truly,
/s/ ROGER G. SISSON
Roger G. Sisson
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 25, 1997, except as to Note
19 which is as of October 31, 1997, appearing on Page 28 of Genesco Inc.'s
Annual Report on Form 10-K for the year ended February 1, 1997, as amended.
/s/ PRICE WATERHOUSE LLP
Nashville, Tennessee
November __, 1997
