<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1997
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
CONVERSE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 3149 43-1419731
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER
OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
ONE FORDHAM ROAD
NORTH READING, MA 01864
(508) 664-1100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-----------
JACK A. GREEN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
CONVERSE INC.
ONE FORDHAM ROAD
NORTH READING, MA 01864
(508) 664-1100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
COPIES TO
PETER S. SARTORIUS BETH R. NECKMAN
MORGAN, LEWIS & BOCKIUS LLP LATHAM & WATKINS
2000 ONE LOGAN SQUARE 885 THIRD AVENUE
PHILADELPHIA, PA 19103 NEW YORK, NY 10022
(215) 963-5466 (212) 906-1200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-23791
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered(1) Per Unit Offering Price Registration Fee
- ------------------- ------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
7% Convertible Subordinated
Notes due 2004............ 11,000,000 100% 11,000,000 3,333
Common Stock, no par value
per share............... (1) --- --- ---
</TABLE>
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(1) Such indeterminate number of shares of Common Stock of Converse Inc. as may
be issuable upon conversion of the Notes being registered hereunder.
Such shares of Common Stock will, if issued, be issued for no additional
consideration, and therefore no registration fee is required.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registration Statement on Form S-3 filed by Converse
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") (File No. 333-23791) pursuant to the Securities Act of 1933, as
amended, are incorporated by reference into this Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBITS.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-23791 are incorporated by reference into, and shall be deemed
a part of, this Registration Statement, except the following which are filed
herewith or specifically incorporated by reference herein from Registration
Statement No. 333-23791. Where so indicated by footnote, exhibits which were
previously filed are incorporated by reference. For exhibits incorporated by
reference, the location of the exhibit in the previous filing is indicated in
parentheses.
Exhibit
Number Description
- ------ -----------
5* Opinion of Morgan, Lewis & Bockius LLP.
23.1* Consent of Price Waterhouse LLP.
23.2* Consent of KPMG Peat Marwick LLP.
23.3* Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5 hereto).
24* Power of Attorney.
___________________
* Filed herewith.
<PAGE>
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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN NORTH READING, MASSACHUSETTS ON MAY 15, 1997.
Converse Inc.
/s/ Glenn N. Rupp
By: _________________________________
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
/s/ Glenn N. Rupp Chairman of the
- ------------------------------------- Board and Chief May 15, 1997
GLENN N. RUPP Executive Officer
(Principal
Executive Officer)
/s/ Donald J. Camacho Senior Vice
- ------------------------------------- President and Chief May 15, 1997
DONALD J. CAMACHO Financial Officer
(Principal
Financial and
Accounting Officer)
* Director
- ------------------------------------- May 15, 1997
DONALD J. BARR
* Director
- ------------------------------------- May 15, 1997
LEON D. BLACK
Director
- ------------------------------------- May 15, 1997
JULIUS W. ERVING
* Director
- ------------------------------------- May 15, 1997
ROBERT H. FALK
<PAGE>
SIGNATURE TITLE DATE
* Director
- ------------------------------------- May 15, 1997
GILBERT FORD
Director
- ------------------------------------- May 15, 1997
MICHAEL S. GROSS
* Director
- ------------------------------------- May 15, 1997
JOHN J. HANNAN
* Director
- ------------------------------------- May 15, 1997
JOSHUA J. HARRIS
* Director
- ------------------------------------- May 15, 1997
JOHN H. KISSICK
* Director
- ------------------------------------- May 15, 1997
RICHARD B. LOYND
* Director
- ------------------------------------- May 15, 1997
MICHAEL D. WEINER
/s/ Donald J. Camacho
*By _________________________________
DONALD J. CAMACHO,ATTORNEY-IN-FACT
<PAGE>
EXHIBIT INDEX
Exhibit
Sequential
Number Description
- ---------- -----------
5* Opinion of Morgan, Lewis & Bockius LLP.
23.1* Consent of Price Waterhouse LLP.
23.2* Consent of KPMG Peat Marwick LLP.
23.3* Consent of Morgan, Lewis & Bockius LLP (included
in its opinion filed as Exhibit 5 hereto).
24 Power of Attorney.
___________________
* Filed herewith.
<PAGE>
EXHIBIT 5
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
215-962-5000
Fax: 215-903-5299
May 15, 1997
Converse, Inc.
One Fordham Road
North Reading, MA 01864
Re: Converse, Inc.
Registration Statements on Form S-3
-----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Converse Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-3 (Registration No. 333-23791) (the "Initial Registration Statement") and
a second Registration Statement on Form S-3 to be filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended (the "Rule 462(b)
Registration Statement" and together with the Initial Registration Statement,
the "Registration Statements"), relating to the offering of up to $80,000,000
principal amount of the Company's 7% convertible subordinated notes due 2004
(the "Notes"), which amount includes $10,000,000 principal amount of Notes that
may be issued pursuant to an over-allotment option granted to the underwriters,
and such indeterminate number of shares of common stock, no par value, stated
value $1.00 per share (the "Common Stock"), of the Company as may be issued upon
conversion of the Notes.
We have examined and are familiar with the Restated Certificate of Incorporation
and the By-Laws of the Company and have examined the originals, or copies
certified or otherwise identified to our satisfaction, of corporate records,
including resolutions adopted by the Board of Directors of the Company. We have
also examined copies of (a) the Registration Statements, (b) proposed form of
Indenture (the "Indenture") to be entered into by the Company and First Union
National Bank, as trustee, filed as Exhibit 4.1 to the Initial Registration
Statement and such statutes and other records, instruments and documents that we
have deemed necessary for the purposes of this opinion.
On the basis of and in reliance upon the foregoing, we are of the opinion that:
<PAGE>
Converse, Inc.
May 15, 1997
Page 2
1. When (a) the Registration Statements shall have become effective pursuant to
the provisions of the Securities Act of 1933, as amended, (the "Securities
Act"), (b) the Indenture shall have been qualified pursuant to the provisions of
the Trust Indenture Act of 1939, as amended, and shall have been duly executed
and delivered by the parties thereto, (c) the Company shall have received
payment in full for the Notes and (d) the Notes shall have been issued in the
form and containing the terms described in the Registration Statements, the
Indenture and the resolutions of the Company's Board of Directors (and any
authorized committee thereof) authorizing the foregoing, the Notes will be valid
and binding obligations of the Company.
2. The shares of Common Stock into which the Notes will be convertible, when
issued and delivered upon conversion of the Notes in accordance with the terms
of the Indenture, will be legally issued, fully paid and nonassessable.
The opinions set forth herein are limited to the Delaware General Corporation
Law, the laws of the State of New York and the federal laws of the United
States.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statements and to the reference to our firm under the caption "Legal Matters"
included in the Initial Registration Statement and incorporated by reference
into the Rule 462(b) Registration Statement, but we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act, or the rules and regulations promulgated by the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 filed pursuant to Rule 462(b) of our report dated February
19, 1997, except as to Note 16, which is as of March 14, 1997, relating to the
financial statements of Converse Inc. for the two year period ended December 28,
1996, appearing in and incorporated by reference into Converse Inc.'s
Registration Statement on Form S-3 (No.333-23791). We also consent to the
application of such report to the Financial Statement Schedule for the two years
ended December 28, 1996, which is included in Converse Inc.'s Annual Report on
Form 10-K and Form 10-K/A when such schedule is read in conjunction with the
financial statements referred to in our report. The audits referred to in such
report also included this Financial Statement Schedule. We also consent to the
reference to us under the heading "Experts" in the Registration Statement on
Form S-3 (No. 333-23791).
PRICE WATERHOUSE LLP
Boston, Massachusetts
May 15, 1997
<PAGE>
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors
Converse Inc.:
We consent to the use of our report incorporated by reference herein and
to the reference to our firm under the heading "Experts" in the Registration
Statement on Form S-3 (No. 333-23791).
KPMG Peat Marwick LLP
Boston, Massachusetts
May 15, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL BY ME THESE PRESENTS that each of the undersigned does hereby
nominate, constitute and appoint Glenn N. Rupp, Jack A. Green or Donald J.
Camacho, or any of them, as his agent and attorney-in-fact, in his name to
execute on behalf of the undersigned a Registration Statement on Form S-3
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act") to be filed with the Securities and Exchange Commission under
the Securities Act in connection with the registration under such Act of
convertible subordinated notes of the Company of the type registered under
Registration Statement No. 333-23791 (the "Notes") and the shares of common
stock, no par value, of the Company, issuable upon conversion of any or all of
the Notes, the authority herein given to include execution of amendments of any
part of such Registration Statement and generally to do and perform all things
necessary to be done in the premises as fully and effectively in all respects as
the undersigned could do if personally present.
IN WITNESS WHEREOF this Power of Attorney has been executed in counterparts
by individuals listed below as of the 15th day of May, 1997.
<TABLE>
<S> <C>
/s/ Donald J. Barr
- ------------------------------------------- -------------------------------------------
DONALD J. BARR JOHN J. HANNAN
/s/ Leon D. Black /s/ Joshua J. Harris
- ------------------------------------------- -------------------------------------------
LEON D. BLACK JOSHUA J. HARRIS
/s/ John H. Kissick
- ------------------------------------------- -------------------------------------------
JULIUS W. ERVING JOHN H. KISSICK
/s/ Richard B. Loynd
- ------------------------------------------- -------------------------------------------
ROBERT H. FALK RICHARD B. LOYND
/s/ Gilbert Ford
- ------------------------------------------- -------------------------------------------
GILBERT FORD GLENN N. RUPP
/s/ Michael D. Weiner
- ------------------------------------------- -------------------------------------------
MICHAEL S. GROSS MICHAEL D. WEINER
</TABLE>
