Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________
REEBOK INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2678061
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Technology Center Drive, Stoughton, Massachusetts 02072
(Address of principal executive offices) (Zip code)
________________________
1987 Employee Stock Purchase Plan
(Full title of the plan)
John B. Douglas III, Esq.
Reebok International Ltd.
100 Technology Center Drive
Stoughton, Massachusetts 02072
(Name and address of agent for service)
617-341-5000
(Telephone number, including area code, of agent for service)
__________________
Calculation of Registration Fee
__________________________________________________________________________
Proposed Proposed
maximum maximum Amount
Title of offering aggregate of
securities to be Amount to be price per offering registration
registered registered unit price fee
Common Stock 1,000,000 $30.5625* $30,562,500 $10,539
$.01 par value, shares
together with
related Common Stock
Purchase Rights
__________________________________________________________________________
* Estimated solely for the purpose of calculating the registration fee, on
the basis of the average of the high and low prices of the Common Stock on
the New York Stock Exchange on May 2, 1994.
As permitted by General Instruction E and Rule 429, this Registration
Statement also relates to, and incorporates herein by reference,
Registrant's Registration Statements on Form S-8 Nos. 33-14698 previously
registering 1,000,000 shares, of which 98,204 shares remain unissued.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by
reference.
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act").
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the report referred to in (a) above.
(c) The description of the Company's Common Stock which is
contained in the Registrant's Registration Statement on Form 8-A
dated July 12, 1985 and the description of Common Stock Purchase
Rights contained in the Company's Registration Statement on Form
8-A dated July 27, 1990, Amendment No. 1 thereto dated April 1,
1991 and Amendment No. 2 thereto dated December 13, 1991,
including any amendment or report filed for the purpose of
updating such descriptions.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of 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 then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
The opinion of counsel filed as Exhibit 5.1 to this
Registration Statement was given by Randi S. Ingerman who is
employed by the Company as Counsel. Ms. Ingerman currently holds
options for 4,000 shares granted under the Company's stock option
plans and is eligible to be granted additional options from time
to time under the plans. Ms. Ingerman is the holder of 191
shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
Under Section 9 of the By-laws of the Company, the
Registrant shall, to the extent legally permissible, indemnify
each of its directors and officers (including persons who serve
at its request as directors, officers or trustees of another
organization or in any capacity with respect to any employee
benefit plan) against all liabilities and expenses, including
amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel fees, reasonably incurred by him
in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, in which he may
be involved or with which he may be threatened, while in office
or thereafter, by reason of his being or having been such a
director or officer, except with respect to any matter as to
which he shall have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action
was in the best interests of the Registrant (any person serving
another organization in one or more of the indicated capacities
at the request of the Registrant who shall have acted in good
faith in the reasonable belief that his action was in the best
interests of such other organization to be deemed as having acted
in such manner with respect to the Registrant) or, to the extent
that such matter relates to service with respect to any employee
benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan; provided, however,
that as to any matter disposed of by a compromise payment by such
director or officer, pursuant to a consent decree or otherwise,
no indemnification either for said payment or for any other
expenses shall be provided unless such compromise shall be
approved as in the best interests of the Registrant, after notice
that it involves such indemnification: (a) by a disinterested
majority of the directors then in office; or (b) by a majority of
the disinterested directors then in office, provided that there
has been obtained an opinion in writing of independent legal
counsel to the effect that such director or officer appears to
have acted in good faith in the reasonable belief that his action
was in the best interests of the Registrant; or (c) by the
holders of a majority of the outstanding stock at the time
entitled to vote for directors, voting as a single class,
exclusive of any stock owned by any interested director or
officer. Expenses, including counsel fees, reasonably incurred
by any director or officer in connection with the defense or
disposition of any such action, suit or other proceeding may be
paid from time to time by the Registrant in advance of the final
disposition thereof upon receipt of an undertaking by such
director or officer to repay the amounts so paid to the
Registrant if it is ultimately determined that indemnification
for such expenses is not authorized under Section 9. The right
of indemnification provided by Section 9 of the By-laws is not to
be exclusive of or affect any other rights to which any director
or officer may be entitled. As used in said Section 9, the terms
"director" and "officer" include their respective heirs,
executors and administrators, and an "interested" director or
officer is one against whom in such capacity the proceedings in
question or another proceeding on the same or similar grounds is
then pending. Nothing contained in Section 9 shall affect any
rights to indemnification to which corporate personnel other than
directors and officers may be entitled by contract or otherwise
under law.
Article 6(k) of the Registrant's Articles of Organization
provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director to the extent provided
by applicable law notwithstanding any provision of law imposing
such liability; provided, however, that such Article 6(k) shall
not eliminate the liability of a director (i) for any breach of
the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under section 61 or 62 of the Business Corporation Law
of The Commonwealth of Massachusetts, or (iv) for any transaction
from which the director derived an improper personal benefit.
This provision shall not be construed in any way so as to impose
or create liability. The foregoing provisions of Article 6(k)
shall not eliminate the liability of a director for any act or
omission occurring prior to the date on which Article 6(k) became
effective. No amendment to or repeal of Article 6(k) shall apply
to or have any effect on the liability or alleged liability of
any director or the corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment
or repeal.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
4.1 1987 Employee Stock Purchase Plan
5.1 Opinion of Counsel.
23.1 Consent of Ernst & Young.
24.1 Power of Attorney (see signature pages)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of the securities registered hereby, 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 this 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 this Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above 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 this 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 hereby
which remain unsold at the termination of the offering.
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 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.
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 Stoughton, The Commonwealth of Massachusetts on the
6th day of May, 1994.
REEBOK INTERNATIONAL LTD.
By:/s/ PAUL R. DUNCAN
Paul R. Duncan
Executive Vice President
and Chief Financial Officer
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We the undersigned officers and directors of Reebok
International Ltd., hereby severally constitute Paul R. Duncan,
John B. Douglas III and Randi S. Ingerman, and each of them
singly, our true and lawful attorneys, with full power to them
and each of them to sign for us, and in our names in the
capacities indicated below, any and all registration statements
and amendments to registration statements filed with the
Securities and Exchange Commission for the purpose of registering
Common Stock of Reebok International Ltd., hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys to any and all said registration statements and
amendments to registration statements.
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.
WITNESS our hands on the 6th day of May, 1994.
Signature Title
/s/ PAUL FIREMAN President and
Paul Fireman Chief Executive Officer
(Principal Executive Officer)
and Chairman of the Board of
Directors
/s/ PAUL R. DUNCAN Executive Vice President and Chief
Paul R. Duncan Financial Officer (Principal
Financial and Accounting Officer)
and Director
/s/ JOHN H. DUERDEN Executive Vice President,
John H. Duerden Reebok Worldwide Operations and
Director
/s/ ROBERT MEERS Executive Vice President,
Robert Meers Specialty Business Group and
Director
/s/ JILL E. BARAD Director
Jill E. Barad
/s/ DANIEL E. GILL Director
Daniel E. Gill
/s/ BERTRAM M. LEE, SR. Director
Bertram M. Lee, Sr.
/s/ RICHARD G. LESSER Director
Richard G. Lesser
/s/ WILLIAM M. MARCUS Director
William M. Marcus
/s/ GEOFFREY NUNES Director
Geoffrey Nunes
/s/ JOHN A. QUELCH Director
John A. Quelch
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EXHIBIT INDEX
Exhibit Description Location
4.1 1987 Employee Stock Purchase Filed herewith
Plan
5.1 Opinion of Counsel Filed herewith
23.1 Consent of Ernst & Young Filed herewith
24.1 Power of Attorney Signature Pages
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EXHIBIT 4.1
Reebok International Ltd.
1987 Employee Stock Purchase Plan
Section 1. Purpose of Plan
This 1987 Employee Stock Purchase Plan (the "Plan") is
intended to provide a method by which eligible employees of
Reebok International Ltd. ("Reebok") and its participating
subsidiaries (Reebok and such subsidiaries being hereinafter
referred to as the "Company") may use voluntary, systematic
payroll deductions to purchase shares of Reebok Common Stock
("Stock") and thereby acquire an interest in the future of the
Company. For purposes of the Plan, a subsidiary is any
corporation in which Reebok owns, directly or indirectly, stock
possessing 50% or more of the total combined voting power of all
classes of stock and which has been designated by Reebok as a
participating subsidiary.
Section 2. Options to Purchase Stock
Under the Plan, there is available an aggregate of not more
than 2,000,000 shares of Stock (subject to adjustment as provided
in Section 15) for sale pursuant to the exercise of options
("options") granted under the Plan to employees (within the
meaning of Section 3401(c) of the Internal Revenue Code of 1986
(the "Code")) of the Company ("employees") who meet the
eligibility requirements set forth in Section 3 hereof ("eligible
employees"). The Stock to be delivered upon exercise of options
under the Plan may be either shares of Reebok's authorized but
unissued Stock or shares of reacquired Stock, as the Reebok Board
of Directors (the "Board of Directors") shall determine.
Section 3. Eligible Employees
Except as otherwise provided below, each employee who has
completed six months or more of continuous service in the employ
of the Company shall be eligible to participate in the Plan.
(a) Any employee who immediately after the grant of an
option to him would (in accordance with the provisions
of Sections 423 and 424(d) of the Code) own Stock
possessing 5% or more of the total combined voting
power or value of all classes of Stock of the employer
corporation or of its parent or subsidiary
corporations, as defined in Section 424 of the Code,
shall not be eligible to receive an option to purchase
stock pursuant to the Plan.
(b) No employee shall be granted an option under the Plan
which would permit his rights to purchase shares of
stock under all employee stock purchase plans of the
Company and any parent and subsidiary corporations to
accrue at a rate which exceeds $25,000 in fair market
value of such stock (determined at the time the option
is granted) for each calendar year during which any
such option granted to such employee is outstanding at
any time, as provided in Sections 423 and 424 of the
Code.
Section 4. Method of Participation
The period July 1, 1987 to December 31, 1987, and thereafter
the periods January 1 to June 30 and July 1 to December 31 of
each year shall be option periods. Each person who will be an
eligible employee on the first day of any option period may elect
to participate in the Plan by executing and delivering, at least
15 days prior to such day, a payroll deduction authorization in
accordance with Section 5. Such employee shall thereby become a
participant ("participant") on the first day of such option
period and shall remain a participant until his participation is
terminated as provided in the Plan.
Section 5. Payroll Deduction
The payroll deduction authorization shall request
withholding at a rate of not less than 2% nor more than 10% from
the participant's Compensation by means of substantially equal
payroll deductions over the option period. For purposes of the
Plan, "Compensation" shall mean all compensation paid to the
participant by the Company and currently includible in his gross
income, including bonuses, commissions and other amounts treated
as "compensation" under Section 415(c) of the Code and the
Regulations promulgated under Section 415 of the Code. A
participant may change the withholding rate of his payroll
deduction authorization by written notice delivered to the
Company at least 15 days prior to the first day of the option
period as to which the change is to be effective. All amounts
withheld in accordance with a participant's payroll deduction
authorization shall be credited to a withholding account for such
participant.
Section 6. Grant of Options
Each person who is a participant on the first day of an
option period shall as of such day be granted an option for such
period. Such option shall be for the number of whole shares of
Stock to be determined by dividing (a) the balance in the
participant's withholding account on the last day of the option
period, by (b) the purchase price per share of the Stock
determined under Section 7. The Company shall reduce, on a
substantially proportionate basis, the number of shares of Stock
receivable by each participant upon exercise of his option for an
option period in the event that the number of shares then
available under the Plan is otherwise insufficient.
Section 7. Purchase Price
The purchase price of Stock issued pursuant to the exercise
of an option shall be 85% of the fair market value of the Stock
at (a) the time of grant of the option or (b) the time at which
the option is deemed exercised, whichever is less. Fair market
value shall mean the Closing Price of the Stock. The "Closing
Price" of the Stock on any business day shall be the last sale
price as reported on the principal market on which the Stock is
traded or, if no last sale is reported, then the mean between the
highest bid and lowest asked prices on that day. A good faith
determination by the Board of Directors as to Fair Market Value
shall be final and binding.
Section 8. Exercise of Options
If an employee is a participant in the Plan on the last
business day of an option period, he shall be deemed to have
exercised the option granted to him for that period. Upon such
exercise, the Company shall apply the balance of the
participant's withholding account to the purchase of the number
of whole shares of Stock determined under Section 6 and as soon
as practicable thereafter shall issue and deliver certificates
for said shares to the participant. In no event, however, shall
the amount applied from any participant for any option period
exceed the amount that would be required to purchase under the
option shares of Stock having a value (determined at the time the
option was granted) of $12,500. No fractional shares shall be
issued hereunder. Any balance of a participant's withholding
account shall be returned to the participant, except that any
such balance representing a fractional share shall be retained in
the withholding account and applied to the next option period.
Reebok shall not be obligated to deliver any shares of Stock
(a) until, in the opinion of the Company's counsel, all
applicable federal and state laws and regulations have been
complied with, and (b) if the outstanding Stock is at the time
listed on any stock exchange, until the shares to be delivered
have been listed or authorized to be listed on such exchange upon
official notice of issuance, and (c) until all other legal
matters in connection with the issuance and delivery of such
shares have been approved by the Company's counsel. If the sale
of Stock has not been registered under the Securities Act of
1933, as amended, Reebok may require, as a condition to exercise
of the option, such representations or agreements as counsel for
the Company may consider appropriate to avoid violation of such
Act and may require that the certificates evidencing such Stock
bear an appropriate legend restricting transfer.
Section 9. Interest
No interest will be payable on withholding accounts.
Section 10. Cancellation and Withdrawal
A participant who holds an option under the Plan may at any
time prior to exercise thereof under Section 8 cancel all (but
not less than all) of his options by written notice delivered to
the Company. Upon such cancellation, the balance in his
withholding account shall be returned to him.
A participant may terminate his payroll deduction
authorization as of any date by written notice delivered to the
Company and shall thereby cease to be a participant as of such
date. Any participant who voluntarily terminates his payroll
deduction authorization prior to the last business day of an
option period shall be deemed to have cancelled his option.
Section 11. Termination of Employment
Upon the termination of a participant's service with the
Company for any reason, he shall cease to be a participant, and
any option held by him under the Plan shall be deemed cancelled,
the balance of his withholding account shall be returned to him,
and he shall have no further rights under the Plan.
Section 12. Death of Participant
A participant may file a written designation of beneficiary
specifying who is to receive any stock and/or cash credited to
the participant under the Plan in the event of the participant's
death, which designation shall also provide for the election by
the participant of either (i) cancellation of the participant's
option upon his death, as provided in Section 10 or (ii)
application as of the last day of the option period of the
balance of the deceased participant's withholding account at the
time of death to the exercise of his option, pursuant to Section
8 of the Plan. In the absence of a valid election otherwise, the
death of a participant shall be deemed to effect a cancellation
of his option. A designation of beneficiary and election may be
changed by the participant at any time, by written notice. In
the event of the death of a participant and receipt by the
Company of proof of the identity and existence at the
participant's death of a beneficiary validly designated by him
under the Plan, the Company shall deliver such stock and/or cash
to which the beneficiary is entitled under the Plan to such
beneficiary. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan
who is living at the time of such participant's death, the
Company shall deliver such stock and/or cash to the executor or
administrator of the estate of the participant, or if no such
executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such
stock and/or cash to the spouse or to any one or more dependents
of a participant as the Company may determine. No beneficiary
shall, prior to the death of the participant by whom he has been
designated, acquire any interest in the stock or cash credited to
the participant under the Plan.
Section 13. Participant's Rights Not Transferable
All participants granted options under the Plan shall have
the same rights and privileges, and each participant's rights and
privileges under any option granted under the Plan shall be
exercisable during his lifetime only by him, and shall not be
sold, pledged, assigned, or transferred in any manner. In the
event any participant violates the terms of this Section, any
options held by him may be terminated by the Company and upon
return to the participant of the balance of his withholding
account, all his rights under the Plan shall terminate.
Section 14. Employment Rights
Nothing contained in the provisions of the Plan shall be
construed to give to any employee the right to be retained in the
employ of the Company or to interfere with the right of the
Company to discharge any employee at any time; nor shall it be
construed to give the Company the right to require any employee
to remain in its employ or to interfere with any employee's right
to terminate his employment at any time.
Section 15. Change in Capitalization
In the event of any change in the outstanding Stock of
Reebok by reason of a stock dividend, split-up, recapitalization,
merger, consolidation, reorganization, or other capital change,
the aggregate number and class of shares available under the Plan
and the number and class of shares under option but not
exercised, the option price, and the share limit provided for in
Section 6 shall be appropriately adjusted.
Section 16. Administration of Plan
The Plan shall be administered by the Stock Option and
Compensation Committee of the Board of Directors of Reebok, which
shall have the right to determine any questions which may arise
regarding the interpretation and application of the provisions of
the Plan and to make, administer, and interpret such rules and
regulations as it shall deem necessary or advisable.
Section 17. Amendment and Termination of Plan
The Company reserves the right at any time or times to amend
the Plan to any extent and in any manner it may deem advisable by
vote of the Board of Directors; provided, however, that any
amendment relating to the aggregate number of shares which may be
issued under the Plan (other than an adjustment provided for in
Section 15) or to the employees (or class of employees) to
receive options under the Plan shall have no force or effect
unless it shall have been approved by the shareholders within
twelve months before or after its adoption.
The Plan may be terminated at any time by the Board of
Directors, but no such termination shall adversely affect the
rights and privileges of holders of the outstanding options. The
Plan will terminate in any case when all or substantially all of
the Stock reserved for the purposes of the Plan has been
purchased.
Section 18. Approval of Shareholders
The Plan shall be subject to the approval of the
shareholders of Reebok, which approval shall be secured within
twelve months after the date the Plan is adopted by the Board of
Directors.
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May 6, 1994
Reebok International Ltd.
100 Technology Center Drive
Stoughton, MA 02072
Ladies/Gentlemen:
This opinion is furnished to you in connection with a
registration statement on Form S-8 (the "Registration
Statement"), filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended,
for the registration of 1,000,000 shares of Common Stock, $.01
par value per share (the "Shares") of Reebok International Ltd.,
a Massachusetts corporation (the "Company"). The Shares are to
be sold from time to time pursuant to the Company's 1987 Employee
Stock Purchase Plan (the "Plan").
I am Counsel of the Company and am familiar with the
proceedings taken by the Company in connection with the
authorization, reservation and registration of the Shares. I
have examined and relied upon such documents, records,
certificates and other instruments as I have deemed necessary for
the purpose of this opinion.
Based on the foregoing, I am of the opinion that the Shares
have been duly authorized and that, when issued and sold by the
Company pursuant to and in accordance with the Plan, they will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as part of
the Registration Statement.
I understand that this opinion is to be used only in
connection with the offer and sale of the Shares while the
Registration Statement is in effect.
Very truly yours,
Randi S. Ingerman
Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the registration
of 1,000,000 shares of Common Stock authorized for issuance
pursuant to the 1987 Employee Stock Purchase Plan of our report
dated February 1, 1994, except for the third paragraph of Note
16, as to which the date is February 7, 1994, with respect to the
consolidated financial statements and schedules of Reebok
International Ltd. included in its Annual Report (Form 10-K) for
the year ended December 31, 1993, filed with the Securities and
Exchange Commission.
ERNST & YOUNG
Boston, Massachusetts
May 5, 1994
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