SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NIKE, INC.
(Exact name of issuer as specified in charter)
___________________
Oregon 93-0584541
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.
One Bowerman Drive
Beaverton, Oregon 97005-6453
(Address of principal executive offices) (Zip Code)
Non-employee Director and Consultant Stock Option Agreements
(Full title of the plan)
_______________________
LINDSAY D. STEWART
Vice President, Law and Corporate Affairs
NIKE, Inc.
One Bowerman Drive
Beaverton, Oregon 97005-6453
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(503) 671-6453
___________________
Copy to:
STUART CHESTLER
Stoel Rives
900 SW Fifth Avenue
Portland, Oregon 97204-1268
___________________
CALCULATION OF REGISTRATION FEE
________________________________________________________________________
Proposed Proposed Amount
Title of Maximum Maximum of
Securities Amount Offering Aggregate Regis-
to be to Be Price Per Offering tration
Registered Registered Share (1) Price(1) Fee
Class B Common
Stock, no par
value 516,000 Shares $42.00 $8,889,750 $3,065
(1) The shares are subject to various stock option agreements
pursuant to which shares may be purchased for prices ranging
from $6.25 to $42.00 per share and an average of $17.23 per share.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by NIKE, Inc. (the "Company") with
the Securities and Exchange Commission are incorporated herein by
reference:
(a) The Company's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the
latest prospectus filed pursuant to Rule 424(b) under the Securities
Act of 1933 that contains audited financial statements for the
Company's latest fiscal year for which such statements have been
filed.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or prospectus referred to
in (a) above.
(c) The description of the authorized capital stock of the
Company contained in the Company's registration statement filed
under section 12 of the Securities Exchange Act of 1934, including
any amendment or report filed for the purpose of updating the
description.
All reports and other documents subsequently filed by the
Company pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under the Oregon Business Corporation Act (the "Oregon Act"),
the Company's Restated Articles of Incorporation (the "Articles"), and
the Company's Third Restated Bylaws (the "Bylaws"), the Company has
broad powers to indemnify directors and officers against liabilities
that they may incur in such capacities.
The Oregon Act authorizes the indemnification of an individual
made a party to a proceeding because the individual is or was an officer
or director against certain liability incurred in the proceeding if:
(a) The conduct of the individual was in good faith;
(b) The individual reasonably believed that his or her
conduct was in the best interests of the corporation or at least not
opposed to its best interests;
(c) In the case of any criminal proceeding, the individual
had no reasonable cause to believe his or her conduct was unlawful;
(d) In the case of any proceeding by or in the right of
the corporation, the individual was not adjudged liable to the corporation;
and
(e) In connection with any proceeding (other than a
proceeding by or in the right of the corporation) charging improper
personal benefit to the individual, the individual was not adjudged liable
on the basis that he or she improperly received personal benefit.
The Oregon Act also authorizes a court to order indemnification,
whether or not the above standards of conduct have been met, if the court
determines that the officer or director is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances. In addition,
the Oregon Act provides that the indemnification described above is not
exclusive of any other rights to which officers or directors may be
entitled under the corporation's articles of incorporation or bylaws, or
under any agreement, action of its board of directors, vote of shareholders
or otherwise.
Paragraph A of Article VIII of the Articles authorizes, but does
not require, the Company to indemnify its officers and directors to the
fullest extent not prohibited by law against liability incurred in serving
the Company. Article IX of the Bylaws requires the Company to indemnify
its directors and officers to the fullest extent not prohibited by law
against liability incurred in serving the Company.
The Oregon Act also authorizes a corporation to include in its
articles of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary
damages for conduct as a director, except that such a provision cannot
affect the liability of a director (i) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any unlawful corporate distribution as
defined in the Oregon Act, or (iv) for any transaction from which the
director derived an improper personal benefit.
Paragraph B of Article VIII of the Articles and Article X of the
Bylaws provide that the liability of the Company's directors to the Company
or its shareholders for monetary damages for conduct as a director is
limited to the fullest extent not prohibited by law.
In addition to the indemnification and exculpation provided by
the Articles and Bylaws, the Company has entered into an indemnity
agreement with each of its directors and officers. The indemnity
agreements require the Company to provide indemnification, to the fullest
extent not prohibited by law, for all liability (including attorney fees,
judgments, fines and amounts paid in settlement) actually and reasonably
incurred by the director or officer in connection with any actual or
threatened proceeding (including, to the extent not prohibited by law, any
derivative action) by reason of the fact that the person is or was serving
as a director or officer of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
including an employee benefit plan.
The Company maintains directors' and officers' liability
insurance under which the Company's directors and officers are insured
against loss (as defined) as a result of claims brought against them
alleging breach of duty, neglect, error or misstatement while acting in
such capacities.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.A. Restated Articles of Incorporation of the Company, as
amended. Incorporated by reference from Exhibit 3.1 of
the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 1995.
4.B. Third Restated Bylaws of the Company. Incorporated by
reference from Exhibit 3.2 of the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended August
31, 1995.
5. Opinion of Counsel.
23. Consent of Accountants.
24. Powers of Attorney.
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, represents 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 information required to be included in a posteffective
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 new 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 section 15(d)
of the Securities Exchange Act of 1934 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 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 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 Act 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 City of Beaverton, State
of Oregon, on this 3rd day of November, 1995.
NIKE, INC.
By /s/ Lindsay D. Stewart
Lindsay D. Stewart, Vice President,
Law and Corporate Affairs
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons
on November 3, 1995 in the capacities indicated.
Signature Title
(1) Principal Executive Officer:
*PHILIP H. KNIGHT Chairman of the Board
Philip H. Knight and Chief Executive
Officer, and Director
(2) Principal Financial and
Accounting Officer:
*ROBERT S. FALCONE Vice President and
Robert S. Falcone Chief Financial
Officer
(3) Directors:
*WILLIAM J. BOWERMAN Director
William J. Bowerman
*JILL K. CONWAY Director
Jill K. Conway
*RALPH D. DeNUNZIO Director
Ralph D. DeNunzio
*RICHARD K. DONAHUE Director
Richard K. Donahue
*DELBERT J. HAYES Director
Delbert J. Hayes
*DOUGLAS G. HOUSER Director
Douglas G. Houser
*JOHN E. JAQUA Director
John E. Jaqua
*RALPH A. PFEIFFER, JR. Director
Ralph A. Pfeiffer, Jr.
*CHARLES W. ROBINSON Director
Charles W. Robinson
*JOHN R. THOMPSON, JR. Director
John R. Thompson, Jr.
*A. MICHAEL SPENCE Director
A. Michael Spence
*THOMAS E. CLARKE Director
Thomas E. Clarke
*KENICHI OHMAE Director
Kenichi Ohmae
*By /s/ Lindsay D. Stewart
Lindsay D. Stewart, Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
4A. Restated Articles of Incorporation of the Company, as
amended. Incorporated by reference to Exhibit 3.1 of
the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended August31, 1995.
4B. Third Restated Bylaws of the Company, as amended.
Incorporated by reference to Exhibit 3.2 of the
Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 1995.
5. Opinion of Counsel.
23. Consent of Accountants.
24. Powers of Attorney.
November 3, 1995
NIKE, Inc.
One Bowerman Drive
Beaverton, OR 97005-6453
I have acted as counsel for NIKE, 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 258,000
shares of Class B Common Stock, no par value (the "Shares"), of the Company
to be issued by the Company pursuant to stock options granted to non-
employee directors and consultants to the Company (the "Options"). I
have reviewed the corporate actions of the Company in connection with
this matter and have examined those documents, corporate records, and
other instruments I deemed necessary for the purposes of this opinion.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Oregon; and
2. The Shares are duly authorized and, when issued and sold
in accordance with the terms of the Options, will be legally issued,
fully paid, and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Paul J. Kelly, Jr.
General Counsel
Consent of Independent Certified Public Accountants
We consent to incorporation by reference herein of our report dated
July 6, 1995, relating to the consolidated balance sheets of NIKE, Inc.
and subsidiaries as of May 31, 1995 and 1994, and the related consolidated
statements of income, shareholders' equity, and cash flows and related
schedules for each of the years in the three-year period ended May 31,
1995, which report appears in the May 31, 1995 annual report on Form 10-K
of NIKE, Inc.
PRICE WATERHOUSE LLP
November 3, 1995
POWER OF ATTORNEY
(516,000 Shares for Stock Options)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of NIKE, Inc., does hereby constitute and appoint
PHILIP H. KNIGHT, ROBERT S. FALCONE and LINDSAY D. STEWART his or her
true and lawful attorneys and agents to do any and all acts and things
and execute in his or her name (whether on behalf of NIKE, Inc. or as
an officer or director of said Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable
in order to enable NIKE, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933, as amended, of 516,000 shares of Class B Common Stock of
NIKE, Inc. for issuance pursuant to stock options granted to several
non-employee directors and consultants to the Company, including
specifically, but without limitation thereto, power and authority to
sign his or her name (whether on behalf of NIKE, Inc. or as an officer
or director of said Company, or otherwise) to a Registration Statement
on Form S-8 and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and
Exchange Commission; and the undersigned does hereby ratify and confirm
all that said attorney and agent shall do or cause to be done by virtue
hereof.
DATED: October __, 1995.
Signature
Type or Print Name
