As filed with the Securities and Exchange Commission on August 26, 1999
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
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Proposed Maximum Proposed Maximum
Offering Price Per Aggregate Offering
Title of Securities to Amount to be Share Price Amount of
be Registered Registered Registration Fee
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Common Stock, No Par 1,000,000 (2)(3) $12.375(4) $12,375,000(4) $3,440.25
Value, including Shares
Preferred Stock
Purchase Rights (1)
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>
(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) 750,000 shares have been previously registered relating to the 1995
Stock Option and Stock Appreciation Rights Plan, as amended, under a
Registration Statement on Form S-8 (Reg. No. 333-03657)
(4) 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 August 20, 1999.
STATEMENT UNDER GENERAL INSTRUCTION E --
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, this Registration
Statement is filed solely to register an additional 1,000,000 shares of NS
Group, Inc. common stock, no par value, reserved for issuance under NS Group,
Inc.'s 1995 Stock Option and Stock Appreciation Rights Plan. Pursuant to
Instruction E, the contents of NS Group, Inc.'s Registration Statement on Form
S-8, File No. 333-03657, including without limitation periodic reports that NS
Group, Inc. filed, or will file, after such Form S-8 to maintain current
information about NS Group, Inc., are hereby incorporated by reference into this
Registration Statement.
<PAGE>
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 26, 1998;
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 26, 1998, March 27, 1999 and June 26,
1999;
(c) The Company's Current Reports on Form 8-K dated June 21, 1999
and July 15, 1999;
(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 (file no. 001-09838), 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 5, 1998 (file no.
001-09838).
All documents subsequently filed by the Company pursuant to Section
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 extent 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 8. Exhibits
See Index to Exhibits.
<PAGE>
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 25th day of
August, 1999.
NS Group, Inc.
By: /s/ John R. Parker
--------------------------------------------
John R. Parker
Vice President and Chief Financial Officer
<PAGE>
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
/s/ Clifford R. Borland Chairman, Chief Executive August 25, 1999
- -------------------------- Officer and Director
Clifford R. Borland
/s/ Rene J. Robichaud President, Chief Operating August 25, 1999
- -------------------------- Officer and Director
Rene J. Robichaud
/s/ John R. Parker Vice President and Treasurer August 25, 1999
- -------------------------- and Principal Financial
John R. Parker Officer
/s/ Ronald R. Noel Vice President, Director August 25, 1999
- --------------------------
Ronald R. Noel
/s/ Thomas J. Depenbrock Vice President, Corporate August 25, 1999
- -------------------------- Controller, and Principal
Thomas J. Depenbrock Accounting Officer
/s/ John B. Lally Director August 25, 1999
- --------------------------
John B. Lally
/s/ Patrick J. B. Donnelly Director August 25, 1999
- --------------------------
Patrick J. B. Donnelly
/s/ R. Glen Mayfield Director August 25, 1999
- ---------------------------
R. Glen Mayfield
/s/ Paul C. Borland, Jr. Director August 25, 1999
- ---------------------------
Paul C. Borland, Jr.
<PAGE>
INDEX TO EXHIBITS
Number Description
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
August 25, 1999
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 1,000,000 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, reviewed appropriate supporting opinions of
Kentucky counsel 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 2, 1998 incorporated by reference in NS Group, Inc.'s Form 10-K for the
year ended September 26, 1998, and to all references to our Firm included in
this registration statement.
Cincinnati, Ohio /s/ ARTHUR ANDERSEN LLP
August 25, 1999
