As filed with the Securities and Exchange Commission on September 17, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
NIKE, INC.
(Exact name of registrant as specified in its charter)
---------------
OREGON 93-0584541
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Bowerman Drive
Beaverton, Oregon 97005-6453
(Address of Principal (Zip Code)
Executive Offices)
---------------
NIKE, Inc.
1990 Stock Incentive Plan, as amended
(Full title of 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 LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to Be Price Per Offering Registration
to Be Registered Registered Share(1) Price(1) Fee
- ------------------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Class B Common 9,000,000 Shares $32.88 $295,920,000 $88,776
Stock, no par value
- ---------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The calculation
of the registration fee for the shares is based on $32.88, which was the
average of the high and low prices of the Class B Common Stock on September
10, 1998, as reported in The Wall Street Journal for New York Stock
Exchange issues.
</TABLE>
<PAGE>
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 consolidated 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
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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,
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(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 extend 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 to Exhibit 3.1 to 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 to
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 1995.
5.1 Opinion of Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
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24.1 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, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of the
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
a 20% 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 registration statement is on Form S-3, Form S-8 or Form F-3, 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 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
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 September 16, 1998.
NIKE, INC.
By 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 by the following persons in the
capacities indicated on September 16, 1998.
Signature Title
--------- -----
(1) Principal Executive Officer:
PHILIP H. KNIGHT
- ---------------------------------- Chairman of the Board and
Philip H. Knight Chief Executive Officer, and Director
(2) Principal Financial and
Accounting Officer
ROBERT E. HAROLD
- ---------------------------------- Chief Financial Officer
Robert E. Harold
(3) Directors:
*WILLIAM J. BOWERMAN
- ---------------------------------- Director
William J. Bowerman
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<PAGE>
*THOMAS E. CLARKE
- ---------------------------------- Director
Thomas E. Clarke
*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
*KENICHI OHMAE
- ---------------------------------- Director
Kenichi Ohmae
*CHARLES W. ROBINSON
- ---------------------------------- Director
Charles W. Robinson
*JOHN R. THOMPSON, JR.
- ---------------------------------- Director
John R. Thompson, Jr.
*A. MICHAEL SPENCE
- ---------------------------------- Director
A. Michael Spence
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<PAGE>
*By LINDSAY D. STEWART
------------------------------------
Lindsay D. Stewart, Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4.A Restated Articles of Incorporation of the Company, as amended.
Incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended August
31, 1995.
4.B Restated Bylaws of the Company, as amended. Incorporated by
reference to Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended August 31, 1995.
5.1 Opinion of Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
September 16, 1998
Board of Directors
NIKE, Inc.
One Bowerman Drive
Beaverton, Oregon 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 9,000,000
shares of Class B Common Stock, no par value (the "Shares"), of the Company
issuable in connection with the Company's 1990 Stock Incentive Plan, as amended
(the "Amended Plan"). 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 have been duly authorized and, when issued pursuant to the
Amended Plan and in accordance with the resolutions adopted by the Board of
Directors of the Company, 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,
JAMES C. CARTER
James C. Carter
General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report dated
June 30, 1998 appearing on page 22 of NIKE, Inc.'s Annual Report on Form 10-K
for the year ended May 31, 1998. We also consent to the references to us under
the headings "Experts" in such Prospectus.
PRICEWATERHOUSECOOPERS LLP
Portland, Oregon
September 16, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
(9,000,000 Shares Under NIKE, Inc. 1990 Stock Incentive Plan, As Amended)
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 E. HAROLD and LINDSAY D. STEWART his true and lawful attorney and agent
to do any and all acts and things and to execute in his 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 shares of Common Stock of NIKE, Inc. issuable pursuant
to the 1990 Stock Incentive Plan, as amended, including specifically, but
without limitation thereto, power and authority to sign his 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 thereto (including any
post-effective amendment) or application for amendment thereto 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: September 11, 1998
WILLIAM J. BOWERMAN THOMAS E. CLARKE
- ---------------------------------- ----------------------------------
William J. Bowerman Thomas E. Clarke
JILL K. CONWAY RALPH D. DENUNZIO
- ---------------------------------- ----------------------------------
Jill K. Conway Ralph D. DeNunzio
RICHARD K. DONAHUE ROBERT E. HAROLD
- ---------------------------------- ----------------------------------
Richard K. Donahue Robert E. Harold
DELBERT J. HAYES DOUGLAS G. HOUSER
- ---------------------------------- ----------------------------------
Delbert J. Hayes Douglas G. Houser
JOHN E. JAQUA PHILIP H. KNIGHT
- ---------------------------------- ----------------------------------
John E. Jaqua Philip H. Knight
<PAGE>
KENICHI OHMAE CHARLES W. ROBINSON
- ---------------------------------- ----------------------------------
Kenichi Ohmae Charles W. Robinson
A. MICHAEL SPENCE JOHN R. THOMPSON, JR.
- ---------------------------------- ----------------------------------
A. Michael Spence John R. Thompson, Jr.
