<PAGE>
As filed with the Securities and Exchange Commission on October 2, 1996
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CONVERSE INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1419731
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE FORDHAM ROAD
NORTH READING, MASSACHUSETTS 01864
(Address of principal executive offices)
CONVERSE INC. 1994 STOCK OPTION PLAN, AS AMENDED AND RESTATED
CONVERSE INC. 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
CONSULTING AGREEMENT BETWEEN CONVERSE INC. AND MARK GOLDSTON,
DATED OCTOBER 13, 1995
(Full title of the plans)
JACK A. GREEN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
CONVERSE INC.
ONE FORDHAM ROAD
NORTH READING, MASSACHUSETTS 01864
(Name and address of agent for service)
(508) 664-1100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to offering aggregate registration
to be registered be price per offering fee
registered share price
================================================================================
<S> <C> <C> <C> <C>
Common stock, 1,420,000
without par value.......... shares (1) $6.25 (2) 8,875,000 $2,689.39
================================================================================
</TABLE>
(1) Consisting of 1,100,000 shares issuable under the Converse Inc. 1994 Stock
Option Plan, as Amended and Restated, 45,000 shares issuable under the Converse
Inc. Non-Employee Director Stock Option Plan, and 275,000 shares issuable under
the Consulting Agreement between Converse Inc. and Mark Goldston, dated October
13, 1995.
(2) Estimated pursuant to Paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average high and low
sales prices of shares of Common Stock on October 1, 1996, as reported on the
New York Stock Exchange.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents, as filed by the Company with the Securities
and Exchange Commission (the "Commission"), are incorporated by reference in
this Registration Statement and made as a part hereof:
(a) the Company's Annual Report on Form 10-K for the year ended December
30, 1995;
(b) the Company's Quarterly Reports on Form 10-Q for the quarter ended
March 30, 1996 and June 29, 1996; and
(c) the description of the Common Stock of the Company that is contained
in the Company's Form 10/A Amendment No. 2 to the Company's
Registration Statement on Form 10, as filed with the Commission under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
on November 23, 1994.
All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement, from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into the Registration Statement.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also 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 a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Section 145 of the Delaware General Corporation Law (DGCL") permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations.
Section 145 of the DGCL empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action
2
<PAGE>
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer or agent of
the corporation or another enterprise if serving at the request of the
corporation. Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted in good faith
and in a manner such person reasonably believed to be in or not opposed to, the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. In the case of an action by or in the right of the corporation, no
indemnification may be made with respect to 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 that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145 of
the DGCL further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
As permitted by the DGCL, the Company's Amended and Restated Certificate of
Incorporation provides that the directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts of
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, relating to prohibited
dividends or distributions or the repurchase or redemption of stock, or (iv) for
any transaction from which the director derives an improper personal benefit.
The Company's By-laws contain provisions for indemnification of directors,
officers, employees and agents which are substantially the same as Section 145
of the DGCL and also permit Converse to purchase insurance on behalf of any such
person against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such,
whether or not Converse would have the power to indemnify such person against
such liability under the foregoing provision of the By-laws. Converse maintains
such insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not Applicable
3
<PAGE>
<TABLE>
<CAPTION>
ITEM 8.
EXHIBITS.
- ---------
<C> <S>
EXHIBIT NUMBERS EXHIBIT
- ---------------------------------------------------------
5 Opinion of General Counsel of the
Registrant
10.1 Converse Inc. 1994 Stock Option Plan,
as Amended and Restated.*
10.2 Converse Inc. 1995 Non-Employee
Director Stock Option Plan.**
10.3 Consulting Agreement by and between
Converse Inc. and Mark Goldston, dated
as of October 13, 1995.***
23.1 Consent of General Counsel of the
Registrant (included as part of Exhibit
5)
23.2 Consent of Price Waterhouse, LLP
23.3 Consent of KPMG Peat Marwick, LLP
24 Power of Attorney (included as part of
the signature page)
</TABLE>
ITEM 9. UNDERTAKINGS.
------------
(a) The undersigned 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 fourth in the Registration
Statement; and
(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 subparagraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included
in a post-effective amendment by those subparagraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement.
- --------------------------------
* Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 29, 1996.
** Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on
Form 10-K for the year ended December 30, 1995.
*** Incorporated by reference to Exhibit 10.22 to the Company's Annual Report
on Form 10-K for the year ended December 30, 1995.
4
<PAGE>
(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 that 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 Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new Registration Statement relating to
the securities offered herein, 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 by 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 of 1933 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.
5
<PAGE>
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 North Reading, Massachusetts on this 30th day
of September, 1996.
CONVERSE INC.
By: /s/ Glenn N. Rupp
-----------------
Glenn N. Rupp
Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by or on behalf of the
following persons in the capacities and on the dates indicated.
Each person, in so signing, also makes, constitutes and appoints Glenn
N. Rupp and Donald J. Camacho, and each such officer acting singly, his
true and lawful attorney-in-fact, in his name, place and stead to execute
and cause to be filed with the Securities and Exchange Commission any or
all amendments to this Registration Statement, with all exhibits and any
and all documents required to be filed with respect thereto, and to do and
perform each and every act and thing necessary to effectuate the same.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Glenn N. Rupp Chairman of the Board September 30, 1996
- ---------------------------- and Chief Executive
Glenn N. Rupp Officer and Director
(Principal Executive
Officer)
/s/ Donald J. Camacho Chief Financial Officer September 30, 1996
- ---------------------------- and Senior Vice President
Donald J. Camacho (Principal Financial and
Accounting Officer)
/s/ Glibert Ford Vice Chairman and September 30, 1996
- ---------------------------- Director
Gilbert Ford
/s/ Donald J. Barr Director September 30, 1996
- ----------------------------
Donald J. Barr
</TABLE>
6
<PAGE>
/s/ Leon D. Black Director September 30, 1996
- ---------------------------
Leon D. Black
/s/ Julius W. Erving Director September 30, 1996
- ---------------------------
Julius W. Erving
/s/ Robert H. Falk Director September 30, 1996
- ---------------------------
Robert H. Falk
/s/ Michael S. Gross Director September 30, 1996
- ---------------------------
Michael S. Gross
/s/ John J. Hannan Director September 30, 1996
- ---------------------------
John J. Hannan
/s/ Joshua J. Harris Director September 30, 1996
- ---------------------------
Joshua J. Harris
/s/ John H. Kissick Director September 30, 1996
- ---------------------------
John H. Kissick
/s/ Richard B. Loynd Director September 30, 1996
- ---------------------------
Richard B. Loynd
/s/ Michael D. Weiner Director September 30, 1996
- ---------------------------
Michael D. Weiner
7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBERS EXHIBIT
- ---------------------------------------------------------
<C> <S>
5 Opinion of General Counsel of the
Registrant
10.1 Converse Inc. 1994 Stock Option Plan,
as Amended and Restated.*
10.2 Converse Inc. 1995 Non-Employee
Director Stock Option Plan.**
10.3 Consulting Agreement by and between
Converse Inc. and Mark Goldston, dated
as of October 13, 1995.***
23.1 Consent of General Counsel of the
Registrant (included as part of Exhibit
5)
23.2 Consent of Price Waterhouse, LLP
23.3 Consent of KPMG Peat Marwick, LLP
24 Power of Attorney (included as part of
the signature page)
</TABLE>
- -----------------------
* Incorporated by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 29, 1996.
** Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on
Form 10-K for the year ended December 30, 1995.
*** Incorporated by reference to Exhibit 10.22 to the Company's Annual Report
on Form 10-K for the year ended December 30, 1995.
8
<PAGE>
EXHIBIT 5
---------
Converse Inc.
One Fordham Road
North Reading, Massachusetts 01864
September 30, 1996
Converse Inc.
One Fordham Road
North Reading, Massachusetts 01864
RE: CONVERSE INC. REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
I am employed as General Counsel of Converse Inc., a Delaware
corporation ("Converse" or the "Company"), and as such I, and attorneys working
for me, have acted on behalf of Converse as counsel in connection with the
preparation of the Registration Statement on Form S-8 (the "Registration
Statement"), which Converse proposes to file with the Securities and Exchange
Commission. The Registration Statement relates to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 1,420,000 of the
Company's common stock, without par value (the "Shares"). The Shares are to be
issued by the Company upon exercise of certain stock options granted, or to be
granted, to certain employers or consultants of Converse and its subsidiaries
pursuant to (i) the Converse Inc. 1994 Stock Option Plan, as amended and
restated (the "1994 Plan"), (ii) the Converse Inc. 1995 Non-Employee Director
Stock Option Plan (the "1995 Plan"), and (iii) the Consulting Agreement between
Converse Inc. and Mark Goldston dated October 13, 1995 (the "Goldston
Agreement").
This opinion is rendered in accordance with the requirements of Item
601(b) (5) of Regulation S-K of the Securities and Exchange Commission.
I, or such attorneys working for me, have examined or considered such
matters of law and fact and such corporate records, certificates and other
documents as I, or they, have deemed necessary. In the course of such
examination, I, and such attorneys working for me, have assumed the genuineness
of all signatures, the authenticity of all documents submitted as originals and
the conformity to the originals
<PAGE>
of all documents submitted as certified, photostatic or conformed copies. I have
relied, as to certain legal matters, on the advice of such attorneys working for
me who are more familiar with such matters.
Based on and subject to the foregoing and the qualifications set forth
below, I am of the opinion that upon the issuance, delivery and payment for the
Shares under the terms of the 1994 Plan, the 1995 Plan or the Goldston
Agreement, as applicable, the Shares will be duly authorized, validly issued,
fully paid and non-assessable.
I am admitted to the Bar of the Commonwealth of Massachusetts, and I
express no opinion as to the laws of any other jurisdiction other than the
Delaware General Corporation Law. In that connection, you should be aware that
I am not admitted to the Bar of the State of Delaware and am not an expert in
the law of such jurisdiction. Accordingly, such opinions concerning the
Delaware General Corporation Law are based upon my review of the Delaware
General Corporation Law and my reasonable (although not necessarily complete)
familiarity with the Delaware General Corporation Law as a result of my prior
involvement in transactions involving such Law.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement on Form S-8
being filed by the Company. In giving such consent, I do not thereby admit that
I am acting within the category of persons whose consent is required under
Section 7 of the Securities Act or the regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Jack A. Green
-----------------
Jack A. Green
JAG/sls
<PAGE>
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 March 1, 1996 appearing on page F-2 of
Converse Inc.'s Annual Report on Form 10-K for the year ended December 30, 1995.
We also consent to the application of such report to the Financial Statement
Schedule for the year ended December 30, 1995 listed under Item 14(a) of
Converse Inc.'s Annual Report on Form 10-K for the year ended December 30, 1995
when such schedule is read in conjunction with the financial statements referred
to in our report. The audit referred to in such report also included this
Financial Statement Schedule.
/s/ Price Waterhouse LLP
- ------------------------
Boston, Massachusetts
September 27, 1996
<PAGE>
Exhibit 23.3: Consent of Independent Accountants
-------------------------------------------------
We consent to the incorporation by reference in this registration
statement on Form S-8 of Converse Inc. of our report dated February 15, 1995 on
our audit of the consolidated balance sheets of Converse Inc. and subsidiaries
as of December 31, 1994 and January 1, 1994, and the related consolidated
statements of operations, cash flows and stockholders' equity (deficiency) for
the years then ended, which report is included in the December 30, 1995 Annual
Report on Form 10-K of Converse Inc.
/s/ KPMG Peat Marwick LLP
-------------------------
Boston, Massachusetts
September 30, 1996
