As filed with the Securities and Exchange Commission on December 11,
1995.
Registration No. 33-64515
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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)Houston, Texas 77023 Identification No.
(Address of principal 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
This amendment is being filed solely to include required exhibits
mistakenly omitted from the original EDGAR transmission of November 22,
1995.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 8. Exhibits.
Exhibit No. Description
4.1 Certificate of Incorporation of Oshman's Sporting
Goods, Inc., as amended to date. (Filed as Exhibit 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, (filed
as Exhibit 10.13 to the Company's Form 10-K for the
fiscal year ended January 28, 1995 and incorporated
herein by reference.)
4.3(a) First Amendment to the Oshman's Sporting Goods, Inc.
1994 Omnibus Plan (filed as Exhibit 10 to the Company's
Form 10-Q for the fiscal quarter ended July 29,
1995 and incorporated herein by reference.)
5 Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
23.1 Consent of Grant Thornton.
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).
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 Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 11th day
of December, 1995.
OSHMAN'S SPORTING GOODS, INC.
By/s/ Alvin N. Lubetkin
Alvin N. Lubetkin
Vice President of the Board of Directors
and Chief Executive Officer
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
* Chairman of the Board of Directors December 11, 1995
Marilyn Oshman
/s/ Alvin N. Lubetkin Vice Chairman of the Board of Directors, December 11,
Alvin N. Lubetkin Chief Executive Officer (Principal 1995
Executive Officer) and Director
* President, Chief Operating Officer December 11,
William N. Anderson and Director 1995
* Director December 11,
Marvin Aronowitz 1995
* Director December 11,
Fred M. Gerson 1995
* Director December 11,
Morrie K. Abramson 1995
* Director December 11,
Dolph B. H. Simon 1995
*/s/ Alvin N. Lubetkin Director December 11,
Alvin N. Lubetkin, 1995
Attorney-in-Fact
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 15, 1995 accompanying the consolidated
financial statements of Oshman's Sporting Goods, Inc. and subsidiaries
appearing in the 1994 Annual Report of the Company to its shareholders and
accompanying the schedule included in the Annual Report on Form 10K for the
year ended January 28, 1995 which are incorporated by reference in this
Registration Statement. We consent to the incorporation by reference in the
Registration Statement of the aforementioned reports and to the use of our
name as it appears uner the caption "Experts."
GRANT THORNTON LLP
/s/ Grant Thornton LLP
Houston, Texas
November 16, 1995
MAYOR, DAY, CALDWELL & KEETON, L.L.P.
November 17, 1995
Oshman's Sporting Goods, Inc.
2302 Maxwell Lane
Houston, Texas 77023
Dear Sirs:
We have acted as counsel for Oshman's Sporting Goods, Inc. a
Delaware corporation (the "Company"), in connection with the proposed
offering of up to an additional 250,000 shares of Common Stock, $1.00
par value (the "Common Stock"), of the Company pursuant to the
Company's 1994 Omnibus Plan (the "Plan").
In connection therewith, we have examined among other things, the
Certificate of Incorporation and the Bylaws of the Company, and the
relevant corporate proceedings with respect to the registration
statement on Form S-8 to be filed by the Company with the Securities
and Exchange Commission for the registration of the Common Stock
under the Securities Act of 1933, as amended (the "Registration
Statement").
Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion
that the shares of Common Stock to be issued by the Company, when
issued in accordance with the Plan, subject to the Registration
Statement becoming effective under the Securities Act of 1933, as
amended, and to compliance with applicable Blue Sky laws, will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to the reference to our firm
under "Legal Opinion" in the Prospectus forming a part of the
Registration Statement.
Very truly yours,
