<PAGE> 1
As Filed With the Securities and Exchange Commission
on November 19, 1997
Registration No. 333-40165
................................................................................
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post Effective Amendment No.1 to
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)
<PAGE> 2
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 Amendment
No. 1 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, State of Tennessee, on the
18th day of November, 1997.
GENESCO INC.
By: /s/ Ben T. Harris
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to 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 November 18, 1997
*
/s/ Ben T. Harris President and Chief Executive
Officer (Principal Executive
Officer) and a Director November 18, 1997
*
/s/ James S. Gulmi Senior Vice President,
Finance (Principal
Financial Officer) November 18, 1997
*
/s/ Paul D. Williams Principal Accounting
Officer November 18, 1997
*
/s/ Harry D. Garber Director November 18, 1997
*
/s/ W. Lipscomb Davis, Jr. Director November 18, 1997
*
/s/ John Diebold Director November 18, 1997
*
/s/ Joel C. Gordon Director November 18, 1997
*
/s/ Kathleen Mason Director November 18, 1997
*
/s/ William A. Williamson, Jr. Director November 18, 1997
*
/s/ William S. Wire II Director November 18, 1997
*
/s/ Gary M. Witkin Director November 18, 1997
/s/ Roger G. Sisson
* By Roger G. Sisson, as attorney in fact
pursuant to power of attorney filed as
Exhibit 24 to Registration Statement
</TABLE>
II-1
<PAGE> 3
EXHIBIT
INDEX
<TABLE>
<CAPTION>
Exhibit
No Exhibit Description
------- ------------------------------------------------------------
<S> <C>
23.2 Consent of Price Waterhouse LLP
</TABLE>
<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/A for the year ended February 1, 1997. We also
consent to the incorporation by reference in this Registration Statement of our
report dated April 10, 1997 appearing on Page 1 of Exhibit 99 to Genesco Inc.'s
Annual Report on Form 10-K for the year ended February 1, 1997.
/s/ PRICE WATERHOUSE LLP
Nashville, Tennessee
November 17, 1997
