Registration No. 33-_____________
As filed with the Securities and Exchange Commission on February 20, 1996
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
OSHKOSH B'GOSH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 39-0519915
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
112 Otter Avenue
Oshkosh, Wisconsin 54901
(Address of Principal Executive Offices) (ZIP Code)
__________________
OSHKOSH B'GOSH, INC. 1995 OUTSIDE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
___________________
Copy to:
DAVID L. OMACHINSKI STEVEN R. DUBACK, ESQ.
Vice President, Finance, Quarles & Brady
Treasurer and Chief 411 East Wisconsin Avenue
Financial Officer Milwaukee, Wisconsin 53202
OSHKOSH B'GOSH, INC.
112 Otter Avenue
Oshkosh, Wisconsin 54901
(Name and address of agent for service)
(414) 231-8800
(Telephone number, including area code, of agent for service)
___________________
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered Registered(1) Per Share Price(2) Fee
Class A
Common Stock,
one cent ($.01)
par value 70,000 shares (2)(3) $1,024,750 $354
(1) The Plan provides for the possible adjustment of the number, price
and kind of shares granted or to be granted under the Plan in the
event of certain capital or other changes affecting the Registrant's
Common Stock. This Registration Statement therefore covers, in
addition to the above-stated 70,000 shares, an indeterminate number
of shares that may become subject to the Plan by means of any such
adjustment.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of
computing the registration fee, based upon (i) the aggregate
exercise price for the 6,000 shares underlying the outstanding
options granted on May 5, 1995 at $16.125 per share, and (ii) as to
the remaining 64,000 shares, $14.50 per share, which is the average
of the high and low sales prices of the Registrant's Common Stock on
February 16, 1996, as reported in the Nasdaq Stock Market.
(3) In accordance with the terms of the Plan, the actual offering price
of each share shall be 100% of the Fair Market Value of the
Registrant's Common Stock on the date on which an option is granted.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under
the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by OshKosh B'Gosh, Inc. (the
"Registrant") (Commission File No. 0-13365) with the Securities and
Exchange Commission (the "Commission") pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein
by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1995, June 30, 1995 and
September 30, 1995 and the Registrant's Amendment No. 1 to
Quarterly Report on Form 10-Q/A for the quarterly period ended
June 30, 1995;
(c) The Registrant's Reports by Issuer of Securities Quoted on
NASDAQ Inderdealer Quotation System on Form 10-C dated January
4, 1995 and August 15, 1995; and
(d) The Registrant's Current Report on Form 8-K dated October 25,
1995, including specifically the description of the
Registrant's Common Stock in Item 5 thereof, filed for the
purpose of updating the description of the Registrant's Common
Stock under the 1934 Act, including any future amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the 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 purposes hereof 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. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
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Item 4. Description of Securities.
Not applicable. See Item 3(d) above.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Section 145(a) of the General Corporation Law of the State of
Delaware (the "General Corporation Law") provides that a Delaware
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
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, employee or agent of another
corporation or enterprise, against expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he 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 cause to believe his conduct was unlawful.
Section 145(b) of the General Corporation Law provides that a
Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit if he acted under similar standards, except that no
indemnification may be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and
only to the extent that 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 be indemnified for such expenses which
the court shall deem proper.
Section 145 of the General Corporation Law 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 in subsections
(a) and (b) or in the defense of any claim, issue or matter therein, he
shall be indemnified against expenses actually and reasonably incurred by
him in connection therewith; that indemnification provided for by Section
145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and that the corporation may purchase
and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him or incurred by him
in any such capacity or arising out of his status as such whether or not
the corporation would have the power to indemnify him against such
liabilities under such Section 145.
Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment
thereto validly approved by stockholders may eliminate or limit personal
liability of members of its board of directors or governing body for
violations of a director's duty of care. However, no such provision may
eliminate or limit the liability of a director for breaching his duty of
loyalty, failing to act in good faith, engaging in intentional misconduct
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or knowingly violating a law, paying a dividend or approving a stock
repurchase which was illegal, or obtaining an improper personal benefit.
A provision of this type has no effect on the availability of equitable
remedies, such as injunction or rescission, for breach of fiduciary duty.
The Registrant's Restated Certificate of Incorporation, as amended,
contains such a provision.
Section 49 of the Registrant's Bylaws contains provisions that
substantially parallel the indemnification provisions of the General
Corporation Law and also covers certain securities law actions and
procedural matters not dealt with in the General Corporation Law.
Certain directors and officers of the Registrant are parties to
Indemnity Agreements with the Registrant providing essentially the same
indemnification as the General Corporation Law and the Registrant's Bylaws
and are also covered by directors' and officers' liability insurance under
which they are insured (subject to certain exceptions and limitations
specified in the policy) against expenses and liabilities arising out of
proceedings to which they are parties by reason of being or having been
directors or officers.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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;
(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 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.
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(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
Section 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.
(h) Reference is made to the indemnification provisions referred
to in Item 6 of this Registration Statement.
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 se-
curities 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 Oshkosh, State of Wisconsin, on
February 20, 1996.
OSHKOSH B'GOSH, INC.
(Registrant)
By: /S/ DAVID L. OMACHINSKI
David L. Omachinski
Vice President, Finance, Treasurer
and Chief Financial Officer
__________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas W. Hyde, Michael D. Wachtel
and David L. Omachinski, 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) 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 any other regulatory authority, granting unto
said 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 in and about the premises, 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 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 by the following persons in the
capacities and on the date indicated.*
/S/ DOUGLAS W. HYDE
Douglas W. Hyde, Chairman of the Board Charles F. Hyde, Director
President and Chief Executive Officer
(Principal Executive Officer)
/S/ MICHAEL D. WACHTEL /S/ JUDITH D. PYLE
Michael D. Wachtel, Executive Vice President Judith D. Pyle, Director
Chief Operating Officer and Director
/S/ DAVID L. OMACHINSKI /S/ JERRY M. HIEGEL
David L. Omachinski, Vice President, Finance Jerry M. Hiegel, Director
Treasurer and Chief Financial Officer
and Director
(Principal Financial Officer
and Principal Accounting Officer)
/S/ STEVEN R. DUBACK /S/ ORREN J. BRADLEY
Steven R. Duback, Secretary and Director Orren J. Bradley, Director
Thomas R. Wyman, Director
*Each of these signatures is affixed as of February 20, 1996.
OSHKOSH B'GOSH, INC.
(the "Registrant")
(Commission File No. 0-13365)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Exhibit Incorporated Herein Filed Sequential
Number Description by Reference To Herewith Page No.
4.1 Restated Certificate of Exhibit 99.1 to the
Incorporation of Registrant's Form 8-K
OshKosh B'Gosh, Inc. dated October 25, 1995
(dated March 19, 1985) (the "Form 8-K")
4.2 Certificate of Amendment Exhibit 99.2
to the Restated Certificate to the Form 8-K
of Incorporation of OshKosh
B'Gosh, Inc. (dated May 8,
1987)
4.3 Certificate of Amendment to Exhibit 99.3
the Restated Certificate to the Form 8-K
of Incorporation of OshKosh
B'Gosh, Inc. (dated May 7, 1993)
4.4 Bylaws of OshKosh B'Gosh, Exhibit 3.2 to
Inc. (as amended through the Registrant's Form
February 20, 1995) 10-K for the year ended
December 31, 1994
5 Opinion of Counsel X
23.1 Consent of Schumaker, Romenesko
& Associates, S.C. X
23.2 Consent of Ernst & Young LLP X
23.3 Consent of Counsel Contained in
Opinion filed
as Exhibit 5
24 Powers of Attorney Signature Page
to this
Registration Statement
99 OshKosh B'Gosh, Inc. Exhibit B to the
1995 Outside Directors' Registrant's
Stock Option Plan 1995 Annual
Meeting Proxy
Statement dated
March 27, 1995
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EXHIBIT 5
(Form S-8)
QUARLES & BRADY
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
February 20, 1996
OshKosh B'Gosh, Inc.
112 Otter Avenue
Oshkosh, Wisconsin 54901
Gentlemen:
We are providing this opinion in connection with the Registration
Statement of OshKosh B'Gosh, Inc. (the "Company") on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act"), with respect to the proposed sale of up to 70,000 shares of Class
A Common Stock, one cent ($.01) par value, of the Company (the "Shares")
pursuant to the OshKosh B'Gosh, Inc. 1995 Outside Directors' Stock Option Plan
(the "Plan"). We have examined (i) the Registration Statement; (ii) the
Company's Restated Certificate of Incorporation and Bylaws, each as amended to
date; (iii) the Plan; (iv) corporate proceedings relating to the adoption of
the Plan and the issuance of the Shares; and (v) such other documents and
records as we have deemed necessary in order to render this opinion. In
rendering this opinion, we have relied as to certain factual matters on
certificates of officers of the Company and of state officials.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.
2. The Shares to be sold from time to time pursuant to the Plan which
are original issuance shares, when issued and paid for as
contemplated by the Registration Statement and the Plan, will be
validly issued, fully paid and non-assessable by the Company
subject to the personal liability which may be imposed on
shareholders by Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law, as judicially interpreted, for debts owing to
employees for services performed, but not exceeding six months
service in any one case. Although Section 180.0622(2)(b) provides
that such personal liability of shareholders shall be "to an
amount equal to the par value of shares owned by them
respectively, and to the consideration for which their shares
without par value was issued," the Wisconsin Supreme Court, by a
split decision without a written opinion, has affirmed a judgment
holding shareholders of a corporation liable under the
substantially identical predecessor statute in effect prior to
January 1, 1991 (Section 180.40(6)) for unpaid employee wages to
an amount equal to the consideration for which their par value
shares were issued rather than the shares' lower stated par value.
Local 257 of Hotel and Restaurant Employees and Bartenders
International Union v. Wilson Street East Dinner Playhouse, Inc.,
126 Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the 1983
decision of the Circuit Court for Dane County, Wisconsin, in Case
No. 82-CV-0023). The Wisconsin Supreme Court has held that
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OshKosh B'Gosh, Inc.
February 20, 1996
Page 2
Section 180.40(6) applies to shareholders of foreign corporations
licensed to do business in the State of Wisconsin, which the
Company is, as well as to shareholders of domestic corporations.
Joncas v. Krueger, 61 Wis. 2d 529, 213 N.W. 2d 1 (1973).
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/S/ QUARLES & BRADY
QUARLES & BRADY
<PAGE>
EXHIBIT 23.1
(Form S-8)
Consent of Schumaker, Romenesko & Associates, S.C.
The Board of Directors
OshKosh B'Gosh, Inc.:
We consent to incorporation by reference in this registration statement on
Form S-8 of OshKosh B'Gosh, Inc., and in the related prospectus materials, of
our report dated February 15, 1993 relating to the consolidated statements of
income, changes in shareholders' equity and cash flows of OshKosh B'Gosh, Inc.
and subsidiaries for the year ended December 31, 1992, which report appears in
the Form 10-K of OshKosh B'Gosh, Inc. for the fiscal year ended December 31,
1994.
SCHUMAKER, ROMENESKO & ASSOCIATES, S.C.
/S/ SCHUMAKER, ROMENESKO & ASSOCIATES, S.C.
Oshkosh, Wisconsin
February 19, 1996
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EXHIBIT 23.2
(Form S-8)
Consent of Ernst & Young LLP
We consent to incorporation by reference in this Registration Statement on
Form S-8 of OshKosh B'Gosh, Inc., and in the related prospectus related to the
1995 Outside Directors' Stock Option Plan of our report dated February 6,
1995, with respect to the 1994 and 1993 consolidated financial statements and
schedules of Oshkosh B'Gosh, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1994, filed with the Securities and Exchange
Commission.
/S/ ERNST & YOUNG LLP
Milwaukee, Wisconsin Ernst & Young LLP
February 19, 1996
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