As filed with the Securities and Exchange Commission on August 24, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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.
2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of plan)
Thomas J. Depenbrock, Vice President, Treasurer, Secretary, and
Chief Financial Officer, NS Group, Inc.
Ninth and Lowell Streets, Newport, Kentucky 41072
(606) 292-6809
(Name, address and 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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
----------------------------- --------------------- ------------------------ ----------------------- -----------------
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered(1) Registered Offering Price Per Aggregate Offering Registration Fee
Share(3) Price
----------------------------- --------------------- ------------------------ ----------------------- -----------------
----------------------------- --------------------- ------------------------ ----------------------- -----------------
Common Stock and Preferred 150,000 shares(2) $18.094 $2,714,100 $792.00
Stock Purchase Rights
----------------------------- --------------------- ------------------------ ----------------------- -----------------
</TABLE>
(1) Preferred Stock Purchase Rights are attached to and trade with the Common
Stock, no par value, of the Registrant (the "Common Stock"). Value
attributable to such Preferred Stock Purchase Rights, if any, is reflected
in the market price of the Common Stock.
(2) The registration statement also includes such additional shares of Common
Stock 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) and 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
July 21, 2000.
<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 this registration
statement by reference:
(a) The Company's Annual Report on Form 10-K, as amended, for the
fiscal year ended September 25, 1999;
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended January 1, 2000, as amended, and April 1, 2000;
(c) The Company's Current Reports on Form 8-K dated February 3,
2000, March 14, 2000 and April 24, 2000;
(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 Company's Preferred Stock Purchase
Rights 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 4. Description of Securities.
The securities to be offered are registered under Section 12 of the
Exchange Act.
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Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Company's Amended and Restated Articles of Incorporation eliminates
the personal liability of directors to the Company or its shareholders for
monetary damages for breach of duties as a director, except for (i) any
transaction in which the director's personal financial interest conflicts with
the financial interest of the Company or its shareholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or the
director knows to be violative of law, (iii) acts which violate Section
271B.8-330 of the Kentucky Business Corporation Act, or (iv) any transactions
from which the director derived an improper personal benefit.
The Company's Amended and Restated By-Laws provide that it shall
indemnify each person who is or was a director or officer to the fullest extent
permitted by, and in accordance with the provisions of, the Kentucky Business
Corporation Act. The Company may, under certain circumstances, advance expenses
to such director or officer, with or without security, and may purchase and
maintain insurance on behalf of its directors and officers.
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, 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 securities offered would not exceed that which was
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<PAGE>
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 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 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 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 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 an 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 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
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 20th day of
July, 2000.
NS Group, Inc.
By: /s/ Thomas J. Depenbrock
------------------------------------
Thomas J. Depenbrock
Vice President, Treasurer, Secretary
and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints each of Clifford R. Borland, Rene J. Robichaud and Thomas J. Depenbrock
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 each of such
attorneys-in-fact and agents 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 and Director July 20, 2000
---------------------------
Clifford R. Borland
/s/ Rene J. Robichaud President, Chief Executive July 20, 2000
----------------------------- Officer and Director
Rene J. Robichaud
/s/ Thomas J. Depenbrock Vice President, Treasurer, July 20, 2000
--------------------------- Secretary and Chief Financial Officer
Thomas J. Depenbrock
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/s/ Patrick J. B. Donnelly Director July 20, 2000
---------------------------
Patrick J. B. Donnelly
/s/ Paul C. Borland, Jr. Director July 20, 2000
---------------------------
Paul C. Borland, Jr.
/s/ David A. B. Brown Director July 20, 2000
---------------------------
David A. B. Brown
/s/ George Helland, Jr. Director July 20, 2000
---------------------------
George Helland, Jr.
/s/ Gary L. Kott Director July 20, 2000
------------------
Gary L. Kott
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INDEX TO EXHIBITS
Number Description
4.1 Amended and Restated Articles of Incorporation, authorized
August 24, 1989, incorporated by reference herein to Exhibit
3.1 to the Registrant's Amendment No. 1 to its Form S-1 filed
on January 17, 1995 (File No. 33-56637).
4.2 Amended and Restated By-Laws, dated as of November 4, 1999,
incorporated by reference herein to Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended January 1, 2000, (File No. 001-09838).
4.3 Rights Agreement, dated as of November 17, 1998 between the
Company and Registrar and Transfer Company, as rights agent,
incorporated by reference herein to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A dated November
5, 1998 (File No. 001-09838).
4.4 Registration Rights Agreement, dated October 6, 1993, among
Kentucky Electric Steel, Inc., the Company, and NSub I, Inc.
(formerly Kentucky Electric Steel Corporation), incorporated
herein by reference to Exhibit 10(i) to the Registrant's Form
10-K for the fiscal year ended September 25, 1993 (File No.
1-9383).
4.5 Indenture (including form of Senior Secured Note) between the
Company and The Huntington National Bank, as trustee (the
"Trustee"), dated July 28, 1995, incorporated by reference
herein to Exhibit 4.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended July 1, 1995 (File No.
001-09838).
4.6 Leasehold and Fee Mortgage, Assignment of Rents and Leases and
Security Agreement, from Newport Steel Corporation to the
Trustee, dated July 28, 1995, incorporated by reference herein
to Exhibit 4.2 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended July 1, 1995 (File No. 001-09838).
4.7 Mortgage, Assignment of Rents and Leases and Security
Agreement, from Koppel Steel Corporation to the Trustee, dated
July 28, 1995, incorporated by reference herein to Exhibit 4.3
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 1, 1995 (File No. 001-09838).
4.8 Deed of Trust, Assignment of Rents and Leases and Security
Agreement, from Koppel Steel Corporation to the Trustee, dated
July 28, 1995, incorporated by reference herein to Exhibit 4.4
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 1, 1995 (File No. 001-09838).
4.9 Leasehold Mortgage, Assignment of Rents and Leases and Security
Agreement, from Erlanger Tubular Corporation to the Trustee,
dated July 28, 1995, incorporated by reference herein to
Exhibit 4.5 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended July 1, 1995 (File No. 001-09838).
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4.10 Junior Leasehold and Fee Mortgage, Assignment of Rents and
Leases and Security Agreement from Newport Steel Corporation to
the Company, dated July 28, 1995, incorporated by reference
herein to Exhibit 4.6 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended July 1, 1995 (File No.
001-09838).
4.11 Junior Mortgage, Assignment of Rents and Leases and Security
Agreement from Koppel Steel Corporation to the Company, dated
July 28, 1995, incorporated by reference herein to Exhibit 4.7
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 1, 1995 (File No. 001-09838).
4.12 Junior Deed of Trust, Assignment of Rents and Leases and
Security Agreement from Koppel Steel Corporation to the
Company, dated July 28, 1995, incorporated by reference herein
to Exhibit 4.8 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended July 1, 1995 (File No. 001-09838).
4.13 Junior Leasehold Mortgage, Assignment of Rents and Leases and
Security Agreement from Erlanger Tubular Corporation to the
Company, dated July 28, 1995, incorporated by reference herein
to Exhibit 4.9 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended July 1, 1995 (File No. 001-09838).
4.14 Subsidiary Security Agreement between Newport Steel Corporation
and the Trustee dated July 28, 1995, incorporated by reference
herein to Exhibit 4.10 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended July 1, 1995 (File No.
001-09838).
4.15 Subsidiary Security Agreement between Koppel Steel Corporation
and the Trustee, dated July 28, 1995, incorporated by reference
herein to Exhibit 4.11 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended July 1, 1995 (File No.
001-09838).
4.16 Subsidiary Security Agreement between Erlanger Tubular
Corporation and the Trustee, dated July 28, 1995, incorporated
by reference herein to Exhibit 4.12 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 1,
1995 (File No. 001-09838).
4.17 ICN Security Agreement between Newport Steel Corporation and
the Company, dated July 28, 1995, incorporated by reference
herein to Exhibit 4.13 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended July 1, 1995 (File No.
001-09838).
4.18 ICN Security Agreement between Koppel Steel Corporation and the
Company, dated July 28, 1995, incorporated by reference herein
to Exhibit 4.14 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended July 1, 1995 (File No. 001-09838).
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4.19 ICN Security Agreement between Erlanger Tubular Corporation and
the Company, dated July 28, 1995, incorporated by reference
herein to Exhibit 4.15 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended July 1, 1995 (File No.
001-09838).
4.20 Pledge and Security Agreement between the Company and the
Trustee, dated July 28, 1995, incorporated by reference herein
to Exhibit 4.16 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended July 1, 1995 (File No. 001-09838).
4.21 Subsidiary Guarantee, dated July 28, 1995, incorporated by
reference herein to Exhibit 4.17 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended July 1, 1995 (File
No.
001-09838).
4.22 Warrant Agreement between the Company and The Huntington
National Bank, as warrant agent, dated July 28, 1995,
incorporated by reference herein to Exhibit 4.22 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended July 1, 1995 (File No. 001-09838).
4.23 Credit Agreement between the Company and Bank of America
National Trust and Savings Association, dated July 31, 1998,
incorporated by reference herein to Exhibit 4.20 to the
Registrant's Annual Report on Form 10-K for the year ended
September 26, 1998 (File No. 001-09838); and Amendment No. 1
dated March 25, 1999, incorporated by reference herein Exhibit
4.20 to the registrant's Quarterly Report on Form 10-Q for the
quarter ended March 27, 1999 (File No. 001-09838).
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)
9
