As filed with the Securities and Exchange Commission on October __, 1995.
Registration No. 33-________
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
OSHMAN'S SPORTING GOODS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 2302 Maxwell Lane 74-1031691
(State or other jurisdiction Houston, Texas 77023 (I.R.S. Employer
of incorporation or organization (Address of principal Identification
executive offices)
(Zip Code)
--------------------------
OSHMAN'S SPORTING GOODS,INC.
1994 OMNIBUS PLAN
(Full title of the plan)
---------------------------
R. L. BOCKART
2302 Maxwell Lane
Houston, Texas 77023
(Name and address of agent for service)
(713) 928-3171
(Telephone number, including area code, of agent
for service)
-----------------------------
copy to
Diana M. Hudson
Mayor, Day, Caldwell & Keeton, L.L.P.
1900 NationsBank Center
700 Louisiana
Houston, Texas 77002
(713) 225-7100
-----------------------------
CALCULATION OF REGISTRATION FEE
=============================================================================
Title of Amount to Proposed maximum Proposed maximum Amount of
Securities to be registered offering price per aggregate offering registra
be registered share (1) price (1) tion fee
Common Stock, 250,000 $13.56 $3,390,000 $1169
par value $1.00
per share
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low per share
sales prices of the Company's Common Stock on November 21, 1995 as reported
on the American Stock Exchange.
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Pursuant to General Instruction E to Form S-8, the undersigned Registrant
hereby incorporates herein by this reference the contents of Registration
Statement No. 33-54221 relating to the Registrant's 1994 Omnibus Plan;
provided that;
(i) Paragraph (a) of Item 3 thereof is hereby replaced in its entirety
by the following paragraph:
"The Company's Annual Reprot on Form 10-K for the year ended
January 28, 1995 ("1995 Form 10-K")(File No. 0-5648)";
(ii) Item 5 thereof is hereby replaced in its entirety to read as follows:
"The legality of the Common Stock offered hereby is being passed upon
for the Company by Mayor, Day, Caldwell & Keeton, L.L.P., 700
Louisiana, Suite 1900, Houston, Texas 77002.
The Consolidated Financial Statements in the 1995 Form 10-K,
incorporated by reference in this Registration Statement, have been
so incorporated in reliance on the report of Grant Thornton, LLP,
independent accountants, given on the authority of such firm as
experts in accounting and auditing."
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 Houston, State of Texas, on the 22nd day of
September, 1995.
OSHMAN'S SPORTING GOODS, INC.
By /s/ A. Lynn Boerner
A. Lynn Boerner
Vice President and
Chief Accounting Officer
POWER OF ATTORNEY
The undersigned directors and officers of Oshman's Sporting Goods, Inc.
do hereby constitute and appoint Alvin N. Lubetkin and William N. Anderson
or either of them, our true and lawful attorneys-in-fact and agents to do
any and all acts and things in our name and behalf in our capacities as
directors and officers, and to execute any and all instruments for us and in
our names in the capacities indicated below which such person or persons may
deem necessary advisable to enable Oshman's Sporting Goods, Inc. to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically, but not limited to,
power and authority to sign for us, or any of us, in the capacities indicated
below any and all amendments (including post-effective amendments) hereto
and we do hereby ratify and confirm all that such person or persons shall 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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ Marilyn Oshman Chairman of the Board of Directors September 22, 1995
/s/ Alvin N. Lubetkin Vice Chairman of the Board of September 22, 1995
Directors, Chief Executive Officer
(Principal Executive Officer) and
Director
/s/ William N. Anderson President, Chief Operating Officer September 22, 1995
and Director
/s/ Marvin Aronowitz Director September 22, 1995
/s/ Fred M. Gerson Director September 22, 1995
/s/ Morrie K. Abramson Director September 22, 1995
/s/ Dolph B. H. Simon Director September 22, 1995
OSHMAN'S SPORTING GOODS, INC.
INDEX TO EXHIBITS
-----------------
Exhibit No. Description
- ---------- -----------
4.1 Certificate of Incorporation of Oshman's Sporting Goods, Inc.,
as amended to date. (Filed as Exhbiit 3.1 to the Company's Form
10-K for the fiscal year ended January 31, 1987 and incorporated
herein by reference.)
4.2 Bylaws of Oshman's Sporting Goods, Inc., as amended to date.
(Filed as Exhibit 3.2 to the Company's Form 10-K for the fiscal
year ended January 31, 1987 and incorporated herein by
reference.)
4.3 Oshman's Sporting Goods, Inc. 1994 Omnibus Plan, as amended and
restated.
5 Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
23.1 Consent of Grant Thornton, LLP
23.2 Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (included in
Exhibit 5).
24 Powers of Attorney (included on page 6 of this Registration
Statement.
