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)
________________________
Equity and Deferred Compensation Plan for Directors
(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 214,998** $30.5625* $6,570,876 $2,266
$.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 Rule 429, this Registration Statement also relates to
85,002 shares originally registered under Registrant's Registration
Statement on Form S-8 No. 33-32663 (previously registering 300,000 shares,
of which 176,334 shares are issuable under outstanding options and 85,002
shares are available for grant).
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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 Equity and Deferred Compensation Plan for Directors
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 Equity and Deferred Compensation Filed herewith
Plan for Directors
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.
EQUITY AND DEFERRED COMPENSATION
PLAN FOR DIRECTORS
1. PURPOSE
The purpose of this Equity and Deferred Compensation
Plan for Directors (the "Plan") is to advance the interests of
Reebok International Ltd. (the "Company") by enhancing the
ability of the Company to attract and retain directors who are in
a position to make significant contributions to the success of
the Company and to reward directors for such contributions (a)
through ownership of shares of the Company's common stock (the
"Stock") and (b) by providing a means whereby directors may defer
all or a portion of their directors fees.
2. ADMINISTRATION
The Plan shall be administered by a committee (the
"Committee") of the Board of Directors (the "Board") of the
Company, which will be constituted to permit the Plan to comply
with Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The Committee shall have
authority, not inconsistent with the express provisions of the
Plan, (a) to issue options in accordance with the Plan to such
directors as are eligible to receive options; (b) to prescribe
the form or forms of instruments evidencing options and any other
instruments required under the Plan and to change such forms from
time to time; (c) to prescribe the forms and procedures in
connection with any election or designation with respect to the
deferral of directors fees; (d) to adopt, amend and rescind rules
and regulations for the administration of the Plan; and (e) to
interpret the Plan and to decide any questions and settle all
controversies and disputes that may arise in connection with the
Plan. Subject to Section 11 and to the extent such actions are
consistent with the exemptions provided under Rule 16b-3
promulgated under the Exchange Act, the Committee shall also have
the authority, both generally and in particular instances, to
waive compliance by a director with any obligation to be
performed by him or her under the Plan and to waive any
condition, restriction or provision imposed under the Plan. Such
determinations and actions of the Committee, and all other
determinations and actions of the Committee made or taken under
authority granted by any provision of the Plan, will be
conclusive and binding on all parties. Nothing in this paragraph
shall be construed as limiting the power of the Committee or the
Board to make adjustments under Section 5(c) or to amend or
terminate the Plan under Section 11.
3. DELEGATION OF AUTHORITY
The Committee may delegate to designated senior
officers of the Company its duties under the Plan subject to such
conditions and limitations as the Committee may prescribe. The
Chief Financial Officer of the Company, as the designee of the
Committee, shall act as the administrator (the "Administrator")
of the deferred compensation provisions of the Plan and shall
have authority to prescribe forms and procedures in connection
with any election to defer compensation made under the Plan.
4. EFFECTIVE DATE OF PLAN
The Plan shall become effective on the date on which
the Plan is approved by the shareholders of the Company.
5. SHARES SUBJECT TO THE PLAN
(a) Number of Shares. Subject to adjustment as
provided in Section 5(c), the aggregate number of shares of Stock
that may be delivered upon the exercise of options granted under
the Plan and may be credited to the Deferred Stock Accounts (as
defined in Section 8(b)) of directors under the Plan shall be
300,000. If any option granted under the Plan terminates without
having been exercised in full, the number of shares of Stock as
to which such option was not exercised shall be available for
future grants within the limits set forth in this Section 5(a).
(b) Shares to be Delivered. Shares delivered under
the Plan shall be authorized but unissued Stock or, if the Board
so decides in its sole discretion, previously issued Stock
acquired by the Company and held in treasury. No fractional
shares of Stock shall be delivered under the Plan.
(c) Changes in Stock. In the event of a stock
dividend, stock split or combination of shares, recapitalization
or other change in the Company's capital stock, or other
distribution to common stockholders other than normal cash
dividends, after the effective date of the Plan, the maximum
number of shares that may be delivered under the Plan, the number
and kind of shares of Stock of the Company credited to the
Deferred Stock Accounts of directors or subject to options then
outstanding or subsequently granted under the Plan, the exercise
price of options granted under the Plan, and other relevant
provisions shall be appropriately adjusted by the Committee,
whose determination shall be binding on all persons.
6. ELIGIBILITY
Directors eligible to participate in the Plan
("Eligible Directors") shall be any director who (i) is not an
officer or employee of the Company and (ii) is not a holder of
more than 5% of the outstanding shares of Stock of the Company or
a person who is in control of such holder.
7. TERMS AND CONDITIONS OF OPTIONS
(a) Number of Options. Commencing on the Effective
Date of this Plan, each Eligible Director, upon his or her first
election to the Board, shall be awarded options covering shares
of Stock with a fair market value on the date of such election
equal to six times the average annual cash compensation received
by all Directors for the immediately prior calendar year.
On April 28 of each year, commencing with April 28, 1995,
each Eligible Director shall be awarded for each year of service
options covering shares of Stock with a fair market value on the
date of such grant equal to three times the average annual cash
compensation received by all Directors for the immediately prior
calendar year. If less than one full year elapses between an
initial grant and an annual grant, the Eligible Director shall
receive options covering shares of Stock for each quarter (or
portion thereof) of service with a fair market value on the date
of grant equal to one-fourth of the average annual cash
compensation received by all Directors for the immediately prior
calendar year.
For purposes of this Section 7(a), "fair market value" shall
mean the closing price of the Stock as reported on the New York
Stock Exchange on the date of election or grant, as the case may
be (based on The Wall Street Journal report of composite
transactions) or, if the New York Stock Exchange is closed on the
date of election or grant, the next preceding date on which it is
open or, if the Stock is no longer listed on such Exchange, it
shall have the same meaning as it does in the provisions of the
Internal Revenue Code of 1986, as amended (the "Code") and the
regulations thereunder applicable to incentive options.
(b) Exercise Price. The exercise price of each option
shall be 100% of the fair market value per share of the Stock at
the time the option is granted. For this purpose, "fair market
value" shall mean the closing price of the Stock as reported on
the New York Stock Exchange on the date of the grant (based on
The Wall Street Journal report of composite transactions) or, if
the New York Stock Exchange is closed on the date of grant, the
next preceding date on which it is open or, if the Stock is no
longer listed on such Exchange, it shall have the same meaning as
it does in the provisions of the Code and the regulations
thereunder applicable to incentive options.
(c) Duration of Options. The latest date on which an
option may be exercised shall be the date which is ten years from
the date the option was granted.
(d) Exercise of Options.
(i) Each option shall become exercisable to the
extent of thirty-three and one-third percent (33 1/3%) of the
shares covered thereby on each of the first, second and third
anniversaries of the date of the grant.
(ii) Any exercise of an option shall be in
writing, signed by the proper person and delivered or mailed to
the Company, accompanied by (a) the option certificate and any
other documents required by the Committee and (b) payment in full
for the number of shares for which the option is exercised, as
provided in paragraph (e) below.
(iii) If an option is exercised by the
executor or administrator of a deceased director, or by the
person or persons to whom the option has been transferred by the
director's will or the applicable laws of descent and
distribution, the Company shall be under no obligation to deliver
Stock pursuant to such exercise until the Company is satisfied as
to the authority of the person or persons exercising the option.
(iv) The Company shall have the right to settle
any option, and to terminate the rights of the holder thereof, by
paying to the option holder in cash the difference between the
fair market value of the Stock at the time of settlement and the
purchase price.
(e) Payment for Stock. Stock purchased under the Plan
shall be paid for as follows: (i) in cash or by certified check,
bank draft or money order payable to the order of the Company,
(ii) through the delivery of shares of Stock having a fair market
value on the last business day preceding the date of exercise
equal to the purchase price; (iii) by a combination of cash and
Stock as provided in clauses (i) and (ii) above; or (iv) by
delivery of a properly executed notice with an undertaking by a
broker to deliver promptly to the Company the amount of sale
proceeds to pay the exercise price.
An option holder shall not have the rights of a shareholder
with regard to awards under the Plan except as to Stock actually
received by him or her under the Plan.
(f) Nontransferability of Options. No option may be
transferred other than by will or by the laws of descent and
distribution, and during a director's lifetime an option may be
exercised only by him or her.
(g) Death. Upon the death of any Eligible Director
granted options under this Plan, all options not then exercisable
shall terminate. All options held by the director that are
exercisable immediately prior to death may be exercised by his or
her executor or administrator, or by the person or persons to
whom the option is transferred by will or the applicable laws of
descent and distribution, at any time within the three-year
period ending with the third anniversary of the director's death
(subject, however, to the limitations of Section 6(c) regarding
the maximum exercise period for such option).
(h) Other Termination of Status of Director. If a
director's service with the Company terminates for any reason
other than death, all options held by the director that are not
then exercisable shall terminate. Options that are exercisable
on the date of termination shall continue to be exercisable for a
period of three months (subject, however, to the limitations of
Section 6(c) regarding the maximum exercise period for such
options). After completion of that three-month period, such
options shall terminate to the extent not previously exercised,
expired or terminated.
8. TERMS AND CONDITIONS OF DEFERRAL OF COMPENSATION
(a) Deferral of Fees. Any Eligible Director may elect
to defer in either cash or Stock all or a portion of the annual
retainer and meeting fees ("Fees") payable by the Company for his
or her services as a director for any calendar year by delivering
a deferral election to the Administrator not later than (i)
December 31 of the year immediately preceding the year to which
the deferral election relates, or (ii) with respect to a
Director's first year or partial year of service as a director,
thirty days following the date on which such Director first
became a director. The election form shall specify the amount or
portion of the Fees to be deferred; whether and to what extent
such Fees are to be deferred in cash or in Stock; the manner of
payment with respect to such deferred amounts; and if such Fees
are deferred in cash, the date on which the deferred amounts
shall be paid in a lump sum or in which installment payments
shall commence or if such Fees are deferred in Stock, the date on
which such Stock shall be distributed. Such election shall
remain in force for such calendar year and for each year
thereafter until changed or revoked by the director by written
notice to the Administrator not later than December 31
immediately preceding the year to which such change or revocation
relates. A deferral election may not be changed or revoked after
the beginning of the year to which it relates.
(b) Accounts; Interest and Dividend Credits.
(i) On the first day of each calendar quarter
(the "Credit Date"), an Eligible Director who elects to defer his
or her Fees shall receive a credit to his or her deferred
compensation accounts (the "Deferred Compensation Accounts")
under the Plan as hereinafter provided. Any portion of a
participant's Fees which are deferred in cash shall be credited
to the participant's Cash Deferral Account. The amount of the
credit shall equal the amount of Fees deferred in cash by the
participant during the immediately preceding calendar quarter.
Any portion of a participant's Fees which are deferred in Stock
shall be credited to the participant's Deferred Stock Account.
The amount of the credit to such Deferred Stock Account shall be
the number of shares of Stock (rounded to the nearest one
hundredth of a share) determined by dividing the amount of the
participant's Fees deferred in Stock during the immediately
preceding quarter by the closing price of a share of Stock of the
Company as reported on the New York Stock Exchange on the Credit
Date (based on The Wall Street Journal report of composite
transactions) or, if the New York Stock Exchange is closed on the
Credit Date, the next preceding date on which it is open.
(ii) On the first day of each calendar quarter, an
amount shall be credited to each participant's Cash Deferral
Account equal to the Interest Rate (as hereinafter defined) on
the balance credited to the Cash Deferral Account during the
immediately preceding calendar quarter. Interest shall accrue on
the balance of each participant's Cash Deferral Account
commencing with the date the first payment is credited thereto
and ending with the final payment therefrom. For this purpose,
"Interest Rate" shall mean, with respect to any calendar quarter,
the Merrill Lynch Corporate Bond Rate then in effect.
(iii) Each time a dividend is paid on the Stock, a
participant who has a positive balance in his or her Deferred
Stock Account shall receive a credit to such Account. The amount
of the dividend credit shall be the number of shares of Stock
(rounded to the nearest one-hundredth of a share) determined by
multiplying the dividend amount per share by the number of shares
credited to the participant's Deferred Stock Account as of the
record date for the dividend and dividing the product by the
closing price per share of Stock reported on the New York Stock
Exchange on the dividend payment date (based on The Wall Street
Journal report of composite transactions) or, if the New York
Stock Exchange is closed on the dividend payment date, the next
preceding date on which it is open.
(c) Payment. The balance of a director's Deferred
Compensation Accounts shall be paid to the director (or, in the
event of death, to his or her designated beneficiary or estate)
as follows: (1) in the case of a Cash Deferral Account such
balance shall be paid, at the director's option, either (i) in a
single lump sum as soon as practicable following the earlier of
(x) the date on which the director ceases to serve as a director
of the Company or (y) the date specified by the director as the
distribution date (such earlier date shall be referred to as the
"Distribution Date"), or (ii) in annual installments over a
period, to be specified by the director, not to exceed ten years
commencing as soon as practicable after the Distribution Date,
and (2) in the case of a Deferred Stock Account, such balance
shall be distributed in Stock on the Distribution Date. If a
directors's Cash Deferral Account is paid in installments, the
amount of each installment shall be (1) the balance of the Cash
Deferral Account on the Distribution Date divided by the number
of installments plus (2) interest credits. Upon the death of a
director, the Administrator may elect to pay any remaining
benefits in a single lump sum.
(d) Designation of Beneficiary. Each director may
designate in writing a beneficiary to receive such portion, if
any, of the director's Deferred Compensation Accounts as remains
unpaid at the director's death. In the absence of a valid
beneficiary designation, that portion, if any, of an Account
remaining unpaid at the director's death shall be paid to his or
her estate.
(e) Nature of Promise. The Company shall not be
required to segregate or earmark any funds or Stock in respect of
its obligations under Section 8 of the Plan. No director nor any
other person shall have any rights to any assets of the Company
by reason of amounts deferred or benefits accrued under this
Plan, other than as a general unsecured creditor of the Company.
(f) No Assignment. Rights to benefits under this
Section 8 of the Plan may not be assigned, pledged or otherwise
alienated, other than in accordance with the beneficiary
designation provisions of Section 8(d) above.
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9. CONDITIONS ON DELIVERY OF STOCK
The Company shall not be obligated to deliver any
shares of Stock pursuant to options granted under the Plan or in
connection with the distribution of Stock from a director's
Deferred Stock Account (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, the Company may require, as a condition
to exercise of the option or to the distribution of a director's
Deferred Stock Account, 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.
10. MERGERS; ETC.
In the event of any merger or consolidation involving
the Company, any sale of substantially all of the Company's
assets or any other transaction or series of related transactions
as a result of which a single person or several persons acting in
concert own a majority of the Company's then outstanding Stock
(such merger, consolidation, sale or other transaction being
hereinafter referred to as a "Transaction"), (i) all outstanding
options shall become exercisable prior to the consummation of
such Transaction and the Committee shall take all necessary
actions to ensure that such options remain exercisable for a
period of at least 20 days prior to the consummation and (ii) any
outstanding balance in a director's Cash Deferral Account shall
be paid in a lump sum and any outstanding balance in a director's
Deferred Stock Account shall be distributed in Stock prior to the
consummation of such Transaction. Upon consummation of the
Transaction, all outstanding options shall terminate and cease to
be exercisable. There shall be excluded from the foregoing any
Transaction as a result of which (a) the holders of Stock prior
to the Transaction retain or acquire securities constituting a
majority of the outstanding voting common stock of the acquiring
or surviving corporation or other entity and (b) no single person
owns more than half of the outstanding voting common stock of the
acquiring or surviving corporation or other entity. For purposes
of this Section, voting common stock of the acquiring or
surviving corporation or other entity that is issuable upon
conversion of convertible securities or upon exercise of warrants
or options shall be considered outstanding, and all securities
that vote in the election of directors (other than solely as the
result of a default in the making of any dividend or other
payment) shall be deemed to constitute that number of shares of
voting common stock which is equivalent to the number of such
votes that may be cast by the holders of such securities.
Notwithstanding the foregoing, in the event that any person
or group of persons commences a tender offer for shares of the
Stock within the scope of Regulation 14D under the Exchange Act
(a "Tender Offer"), all outstanding options shall become
immediately exercisable. Any shares of Stock received upon this
accelerated exercise that are not purchased pursuant to the offer
(whether by failure of the offer or otherwise) shall be subject
to repurchase at the exercise price by the Company, at its
option, upon termination of the optionee's service as director,
in accordance with the vesting schedule that corresponds to the
schedule of exercisability for the option under which the shares
of Stock were acquired. In addition, in the event of a Tender
Offer, any outstanding balance in a director's Cash Deferral
Account shall be paid in a lump sum and any outstanding balance
in a director's Deferred Stock Account shall be distributed in
Stock prior to the commencement of such Tender Offer.
11. AMENDMENTS AND TERMINATION
The Committee may at any time discontinue granting options
under the Plan. The Committee may at any time or times amend or
terminate the Plan, provided that (except to the extent expressly
required or permitted herein above), (a) no such amendment shall,
without the approval of the shareholders of the Company,
effectuate any other change for which shareholder approval is
required under Section 16 of the Exchange Act, and (b) no such
amendment shall adversely affect the rights of any director
(without his or her consent) under any option previously granted
or reduce the then existing balance of any director's Cash
Deferral or Deferred Stock Account. In the event of termination
of the Plan, the Board of Directors may elect to satisfy all
obligations under Section 8 of the Plan by distributing remaining
Deferred Compensation Account balances in immediate lump sum
payments in cash, in Stock or in such other manner as it may
determine.
12. PRIOR PLANS
This Plan is intended to replace the Reebok International
Ltd. Deferred Cash Compensation Plan for Directors and the Reebok
International Ltd. 1987 Stock Option Plan for Directors
(collectively the "Prior Plans"), which Prior Plans shall
automatically be terminated and replaced and superseded by this
Plan on the date on which this Plan becomes effective.
13. MISCELLANEOUS
This Plan shall be governed by and construed in accordance
with the laws of The Commonwealth of Massachusetts.
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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 214,998 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 Equity and
Deferred Compensation Plan for Directors (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
(in addition to other shares of Common Stock covered by this
Registration Statement in accordance with Rule 429) 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 214,998 shares of Common Stock authorized for issuance
pursuant to the Equity and Deferred Compensation Plan for Directors
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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