As filed with the Securities and Exchange Commission on May 14, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NS GROUP, INC.
(Exact name of registrant as specified in its charter)
Kentucky 61-0985936
(State of Incorporation) (I.R.S. Employer Identification No.)
Ninth and Lowell Streets, Newport, Kentucky 41072
(Address of Principal Executive Offices) (Zip Code)
NS GROUP, INC.
1995 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
(Full title of plan)
John R. Parker, Vice President and Treasurer, NS Group, Inc.
Ninth and Lowell Streets, Newport, Kentucky 41072
(Name and address of agent for service)
(606) 292-6809
(Telephone number, including area code, of agent for service)
Copies of all correspondence to:
William F. Seabaugh
Bryan Cave LLP
One Metropolitan Square
211 N. Broadway, Suite 3600
St. Louis, Missouri 63102-2750
(314) 259-2000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock, 750,000 (2) $2.875 (3) $2,156,250 (3) $743.53
No Par Value, Shares
including Preferred
Stock Purchase Rights (1)
(1) Each share of Common Stock issued also currently represents one Preferred
Stock Purchase Right. Preferred Stock Purchase Rights cannot currently
trade
separately from the underlying Common Stock, and therefor do not carry a
separate price or necessitate an additional registration fee.
(2) Plus such additional shares of Common Stock and Rights as may be issued
pursuant to anti-dilution provisions.
3) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) 457(h) of the Securities Act
of 1933, as amended, on the basis of the average of the high and low prices
for shares of Common Stock reported on the New York Stock Exchange as of
May 10, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by NS Group, Inc. (the "Company") with the
Securities and Exchange Commission are incorporated in the registration
statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended December 30, 1995 and March 30, 1996.
(c) The Company's Current Reports on Form 8-K dated October 24, 1995,
November 10, 1995 and December 4, 1995;
(d) The description of the capital stock of the Company which is contained
in the Company's registration statement on Form 8-A, dated November
17, 1988, and which incorporates by reference the description
contained in the Company's prospectus dated March 4, 1988 (file
no. 33-17952); and
(e) The description of the Preferred Stock Purchase rights which is
contained in the Company's registration statement on Form 8-A dated
November 17, 1988.
All documents subsequently filed by the Company pursuant to Sections 13(a)
and (c), 14 or 15(d) of the Securities Exchange Act of 1934 as amended (the
Exchange Act), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part thereof from
the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purpose of this registration statement to the extend that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.
Item 4. Description of Securities
The securities to be offered are registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Sections 271B.8-500 to 271B.8-589 of the Kentucky Business Corporation Act
provides that, subject to restrictions contained in the statute, a corporation
may indemnify any person made or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise or
employee benefit plan.
A person, who has been successful on the merits or otherwise in any suit or
matter covered by the indemnification statute, shall be indemnified against
expenses (including attorneys' fees) reasonably incurred by him in connection
therewith. Indemnification is authorized upon a determination that the person
to be indemnified has met the applicable standard of conduct required. Such
determination shall be made by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding; or if such a quorum cannot be obtained, by a majority vote of
a committee of the board, duly designated to so act by a majority of the full
board, consisting solely of two or more directors who are not parties to the
action; or by special legal counsel selected by the board or a committee
thereof; or by the shareholders who are not parties to such action, suit or
proceeding. Expenses incurred in defense may be paid in advance upon receipt
by the corporation of a written affirmation by the director of his good
faith belief that he has met the applicable standard of conduct required, a
written undertaking by or on behalf of the director to repay such advance if
it is ultimately determined that he did not meet the standard of conduct, and
a determination that the facts then known to those making the determination
would not preclude indemnification under the statute. The indemnification
provided by statute shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors, or
otherwise, which shall inure to the benefit of the heirs, executors and
administrators of such a person. Insurance may be purchased on behalf of
any person entitled to indemnification by the corporation against any
liability incurred in an official capacity regardless of whether the person
could be indemnified under the statute. References to the corporation
include all constituent corporations absorbed in a consolidation or merger
as well as the resulting or surviving corporation and anyone seeking
indemnification by virtue of acting in some capacity with a constituent
corporation would stand in the same position as if he had served the
resulting or surviving corporation in the same capacity.
The By-Laws of the Company provide for indemnification of directors and
officers of the Company to the maximum extent permitted by the Kentucky Business
Corporation Act.
The directors and officers of the Company are insured under a policy of
directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits.
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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and 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 20 percent 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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purposes 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 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to 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 bone 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, therefor,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registration 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 of 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 Newport, Commonwealth of Kentucky on the 14th day of
May, 1996.
NS Group, Inc.
By: /s/John R. Parker
John R. Parker
Vice President and Chief Financial
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Clifford R. Borland, Ronald R. Noel and John R. Parker, and each of them his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the date indicated.
Signatures Titles Date
Chairman, Chief Executive May 14, 1996
/s/Clifford R. Borland Officer and Director
President, Chief Operating May 14, 1996
/s/Paul C. Borland, Jr. Officer and Director
Vice President and Treasurer, May 14, 1996
/s/John R. Parker Principal Financial and
Accounting Officer
Vice President, Director May 14, 1996
/s/Ronald R. Noel
Vice President and Corporate May 14, 1996
/s/Thomas J. Depenbrock Controller
Director May 14, 1996
/s/John B. Lally
Director May 14, 1996
/s/Patrick J.B. Donnelly
Director May 14, 1996
/s/R. Glen Mayfield
INDEX TO EXHIBITS
Number Description
4.1 Amended and Restated Articles of Incorporation of Registrant, filed as
Exhibit 3.1 to Amendment No. 1 to Registrant's Form S-1 dated January
17, 1995, File No. 33-56637, and incorporated herein by this reference
4.2 Amended and restated By-Laws of Registrant, dated December 4, 1995,
filed as Exhibit 3.2 to Registrant's Form 10-K for the fiscal year
ended September 30, 1995, File No. 1-9838, and incorporated herein
by this reference
4.3 Indenture (including form of Senior Secured Note) between the Company
and The Huntington National Bank, as trustee (the "Trustee"), filed as
Exhibit 4.1 to Registrant's Form 10-Q for the quarterly period ended
July 1, 1995, File No. 1-9838, and incorporated herein by this
reference
4.4 Revolving Credit, Guaranty and Security Agreement among Bank of New
York Commercial Corporation, PNC Bank, Ohio, N.A., Newport, Koppel,
Imperial, the Company, Erlanger, Northern Kentucky Air, Inc. and
Northern Kentucky Management, Inc., filed as Exhibit 4.21 to Company's
Form 10-Q for the quarterly period ended July 1, 1995, File
No. 1-9838, and incorporated herein by this reference; Amendment No. 1
and Amendment No. 2 to Revolving Credit Guaranty and Security
Agreement dated October 23, 1995 and December 21, 1995,
respectively, filed as Exhibit 4.21 to Company's Form 10-Q for the
quarterly period ended December 30, 1995, File No. 1-9838, and
incorporated herein by this reference; and Amendment No. 3 to
Revolving Credit, Guaranty and Security Agreement dated February
14, 1996, filed as Exhibit 4.1 to Company's Post Effective
Amendment No. 1 on Form S-3 to Form S-1 Registration Statement,
File No. 33-56637, and incorporated herein by this reference
5.1 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24 Power of Attorney (contained on Signature Page)
Exhibit 5.1
May 13, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have acted as counsel to NS Group, Inc., a Kentucky corporation (the
"Company"),in connection with the registration under the Securities Act of 1933,
as amended, by means of a registration statement on Form S-8 (the "Registration
Statement") of 750,000 shares of the Company's common stock, no par value,
including Preferred Stock Purchase Rights (the "Shares") which may be issued
pursuant to the NS Group, Inc. 1995 Stock Option and Stock Appreciation Rights
Plan.
As counsel for the Company, we have examined such corporate records of the
Company and such other instruments and considered such other matters of law as
we deemed necessary for the purposes of this opinion. On the basis of the
foregoing, we are of the opinion that the Shares have been duly and validly
authorized for issuance, and when issued, delivered and paid for in accordance
with the applicable Plan, the Shares will be legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/Bryan Cave LLP
BRYAN CAVE LLP
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated November 6,
1995 included (or incorporated by reference) in NS Group, Inc.'s Form 10-K for
the year ended September 30, 1995 and to all references to our Firm included in
this registration statement.
/s/Arthur Andersen LLP
Cincinnati, Ohio ARTHUR ANDERSEN LLP
May 14, 1996
