<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 1994
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
REEBOK INTERNATIONAL LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
MASSACHUSETTS 04-2678061
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)
</TABLE>
100 TECHNOLOGY CENTER DRIVE
STOUGHTON, MASSACHUSETTS 02072
(617) 341-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN B. DOUGLAS III, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
REEBOK INTERNATIONAL LTD.
100 TECHNOLOGY CENTER DRIVE
STOUGHTON, MASSACHUSETTS 02072
(617) 341-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
<TABLE>
<S> <C>
DAVID B. WALEK, ESQ. LOUIS A. GOODMAN, ESQ.
ROPES & GRAY SKADDEN, ARPS, SLATE, MEAGHER & FLOM
ONE INTERNATIONAL PLACE ONE BEACON STREET
BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02108
(617) 951-7388 (617) 573-4800
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
===================================================================================================
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value,
together with Common Stock
Purchase Rights............ 3,450,000 $32.75 $112,987,500 $38,962
===================================================================================================
<FN>
(1) Includes 450,000 shares of Common Stock which the underwriters have the
option to purchase to cover over-allotments, if any.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, at the average of
the high and low reported sale prices of the Registrant's Common Stock on
the New York Stock Exchange on February 11, 1994.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such State.
SUBJECT TO COMPLETION, DATED FEBRUARY 15, 1994
- --------------------------------------------------------------------------------
P R O S P E C T U S
- --------------------------------------------------------------------------------
3,000,000 Shares
[LOGO]
REEBOK INTERNATIONAL LTD.
Common Stock
($.01 par value)
------------------
The shares of Common Stock offered hereby are being offered by the Selling
Stockholders named herein. See "Selling Stockholders." The Company will not
receive any proceeds from the sale of the Common Stock by the Selling
Stockholders. The Company intends to purchase, subject to certain
conditions, 1,000,000 shares of Common Stock from the Selling
Stockholders at the same price per share as the per share public
offering price of the shares of Common Stock offered hereby,
less the amount of all underwriting discounts.
See "Company Stock Repurchase."
The Common Stock is listed on the New York Stock Exchange under the symbol
"RBK." On February 14, 1994, the last reported sale price of the Common Stock
on the New York Stock Exchange was $33.50 per share. See
"Common Stock Price Range and Dividends."
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR AD-
EQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
========================================================================================
<CAPTION>
Proceeds
Price to Underwriting to Selling
Public Discount Stockholders(1)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share $ $ $
- ----------------------------------------------------------------------------------------
Total (2) $ $ $
========================================================================================
<FN>
(1) Before deduction of expenses payable by the Selling Stockholders in
connection with the Offering estimated at $ . See "Selling
Stockholders."
(2) The Selling Stockholders have granted the Underwriters an option,
exercisable within 30 days from the date hereof, to purchase up to 450,000
additional shares on the same terms and conditions as set forth above solely
to cover over-allotments, if any. If such option is exercised in full, the
total price to public will be $ , the underwriting discount will be
$ and the proceeds to Selling Stockholders will be $ . See
"Underwriting."
</TABLE>
------------------
The shares are offered by the several Underwriters when, as and if
delivered to and accepted by the Underwriters and subject to their right to
reject orders in whole or in part. It is expected that the shares will be ready
for delivery on or about , 1994.
CS First Boston Kidder, Peabody & Co.
Incorporated
- --------------------------------------------------------------------------------
The date of this Prospectus is , 1994
<PAGE> 3
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part)
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the rules and regulations of
the Commission. Statements contained in this Prospectus as to the contents of
any contract or other document are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by reference to such contract or document. For further
information regarding the Company and the shares of Common Stock offered hereby,
reference is hereby made to the Registration Statement and the exhibits and
schedules thereto which may be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, the exhibits and schedules forming a
part thereof and the reports, proxy statements and other information filed by
the Company with the Commission in accordance with the Exchange Act can be
inspected and copied at the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission: Seven World Trade Center, 13th Floor, New York, New
York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
In addition, the Company's Common Stock is listed on the New York Stock Exchange
and similar information concerning the Company can be inspected and copied at
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1993; and
2. The description of the Company's capital stock contained in the
Company'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 March 8, 1991 and Amendment No. 2 thereto dated December 6,
1991, including any amendment or report filed for the purpose of updating
such descriptions.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering of the Common Stock offered hereby shall be deemed
incorporated herein by reference, and such documents shall be deemed to be a
part hereof from the date of filing such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus 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 such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the request of any such person, a copy of any or all
of the above documents incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates). Requests should be
directed to Reebok International Ltd., 100 Technology Center Drive, Stoughton,
Massachusetts 02072, Attention: Office of Investor Relations, Telephone (617)
341-5000.
2
<PAGE> 4
THE COMPANY
Reebok International Ltd. ("Reebok" or the "Company") is a global company
engaged primarily in the design and marketing of sports and fitness footwear and
apparel, as well as the design and marketing of casual footwear and apparel. The
Company recently realigned its management responsibilities to establish two
major business groups: the Reebok Division, which is primarily responsible for
the REEBOK(R) brand, and the Specialty Business Group, which consists of REEBOK
brand outdoor products, golf products and retail operations, as well as the
Company's other major brands and casual products, including BOKS(TM) casual
footwear and the Company's subsidiaries, AVIA Group International, Inc. ("Avia")
and The Rockport Company, Inc. ("Rockport"). During calendar year 1993, the
Company generated sales of $2.894 billion and net income of $223.4 million.
REEBOK DIVISION
The Reebok Division designs, produces and markets sports and fitness
footwear, apparel and accessories that combine the attributes of athletic
performance with style. Reebok has targeted as its primary customer base
athletes and others who believe that technical and other performance features
are the critical attributes of athletic footwear and apparel. While Reebok
started as a performance running shoe company, much of its historical growth has
been due to its strength in aerobics footwear and other fitness products.
Recently, the Company has placed increased emphasis on developing its position
in the sports market, increasing its visibility through endorsement arrangements
with such athletes as National Basketball Association Rookie of the Year,
Shaquille O'Neal, and Super Bowl XXVIII Most Valuable Player, Emmitt Smith.
Hundreds of National Football League players and Major League Baseball players
(including American League Most Valuable Player, Frank Thomas) wear Reebok
products, as do many soccer players around the world.
The Company places significant emphasis on technology in its products,
highlighted by its development of THE PUMP(TM) inflatable technology, an
integrated system of one or more inflatable chambers that are adjustable to help
provide custom fit and support in footwear and other products, and its evolution
into INSTAPUMP(TM) technology. The INSTAPUMP technology is a new inflatable
technology that allows Reebok to bring the benefits of THE PUMP technology to
lightweight performance shoes through use of an INSTAPUMP carbon dioxide
inflator cartridge used to inflate the chambers instantly. The INSTAPUMP
technology was tested in both running and tennis shoes in the 1992 Summer
Olympic Games in Barcelona and the 1992 and 1993 U.S. Open tennis tournaments.
Running, basketball and tennis shoes incorporating the INSTAPUMP technology are
expected to be available in retail stores in Spring 1994. In addition to THE
PUMP and INSTAPUMP technologies, Reebok continues to emphasize HEXALITE(R)
technology, which provides lightweight cushioning, and GRAPHLITE(R) technology,
a lightweight high strength composite material used to create lightweight
footwear that does not compromise stability or strength.
The Company devotes substantial resources to advertising its products to a
wide variety of audiences through television, radio and print media. The Company
utilizes its relationships with major sports figures in a variety of sports to
gain visibility for the REEBOK brand. The Company has also entered into several
key sports sponsorships, including becoming the official footwear and apparel
sponsor of the Russian Olympic Committee and the approximately 25 individual
associated Russian sports federations through 1996 and sponsorship agreements
with the International Amateur Athletic Federation, the National Football
League, the International Triathlon Union and the U.S. Gymnastics Federation. In
connection with its strategic emphasis on the sports market, the Company
developed a new Performance Logo in 1993 which provides a single, easily
recognizable symbol for REEBOK athletic footwear and apparel around the world.
In addition, the Company unified its worldwide advertising in the Planet Reebok
campaign, the Company's first global marketing campaign.
The Reebok Division's apparel group has recently been growing rapidly,
taking on increased strategic importance as a means to gain visibility for the
REEBOK brand. The Company has expanded its product lines through the development
and marketing of related sports and fitness products, such as sports and fitness
videos, programming and equipment, including the STEP REEBOK(R) program and
adjustable platform, as well as the SLIDE REEBOK(TM) lateral motion training
device. In addition, to enhance brand awareness and
3
<PAGE> 5
gain credibility for its technologies, the Company has developed a strategic
licensing program pursuant to which the Company's technologies are licensed to
third parties for sporting goods, such as Bell bicycle helmets, CCM ice hockey
and in-line skates and Rawlings baseball gloves. The REEBOK trademark is also
licensed to third parties for use with products such as athletic gloves and
sports performance sunglasses.
The REEBOK footwear and apparel business is global, with products now
marketed in over 140 countries and territories worldwide through an
international distribution network consisting of wholly owned subsidiaries,
joint ventures and independent distributors. In the United States, the Reebok
Division's 1993 sales of footwear totalled approximately $1.271 billion
(including REEBOK outdoor products, golf footwear products and BOKS footwear),
distributed primarily through specialty athletic retailers, sporting goods
stores, department stores and Company-operated retail stores. The Reebok
Division's U.S. 1993 sales of apparel totalled approximately $125.4 million
(including golf apparel), distributed primarily through pro shops, health clubs
and department, sporting goods and specialty stores. The Reebok Division's 1993
international sales of footwear and apparel (including REEBOK outdoor products,
golf products and the BOKS casual line) totalled approximately $1.083 billion.
Management believes that opportunities to increase international sales exist in
Europe, South America, Asia and emerging markets such as Russia, where the
Company has opened a retail store in Moscow and expects to open a retail store
in St. Petersburg in February 1994.
SPECIALTY BUSINESS GROUP
The Company established the Specialty Business Group to provide a focus for
the Company's non-Reebok brands and non-athletic and outdoor products and to
pursue more aggressively markets outside Reebok's primary focus. The Specialty
Business Group includes the ROCKPORT(R) brand, the BOKS casual footwear line and
the Company's REEBOK brand outdoor products, through which the Company is
pursuing the growing casual and outdoor markets, as well as the Company's golf
products and retail operations. Rockport designs, develops and markets
lightweight and comfortable casual, dress, outdoor performance and fitness
walking shoes. Management believes that Rockport has been a leader in the
development of shoes structured specifically for the walking motion of the foot.
The BOKS line has built on the Company's athletic performance reputation by
creating casual footwear with fashionable styling and comfortable fit. It is
designed to appeal to the younger generation and to compete in the non-athletic
footwear market. To pursue the growing outdoor market, the Company has developed
authentic outdoor performance footwear under the REEBOK brand to appeal both to
outdoor enthusiasts and young people.
The Specialty Business Group also includes Avia, which designs, develops
and markets athletic footwear and apparel under the AVIA(R) brand. Recently,
Avia has eliminated certain marginal business lines in order to return to its
roots as a performance brand and made major design changes to several footwear
lines to become more responsive to market demands. The Specialty Business Group
also produces golf footwear and apparel, including a REEBOK line of golf
products and a collection of footwear and apparel marketed under the GREG
NORMAN(TM) name and logo. The Specialty Business Group is also responsible for
the Company's retail operations, including concept stores in Boston, Santa
Monica and New York City, as well as approximately 30 factory direct stores.
The foregoing summary of certain aspects of the Company's business is
qualified by, and should be read in conjunction with, the information set forth
in the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1993, which is incorporated herein by reference.
4
<PAGE> 6
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale by the
Selling Stockholders of the shares of Common Stock offered hereby.
COMMON STOCK PRICE RANGE AND DIVIDENDS
The Common Stock is listed for trading on the New York Stock Exchange under
the symbol "RBK." The following table sets forth the high and low sale prices of
the Common Stock as reported on the New York Stock Exchange for the periods
indicated:
<TABLE>
<CAPTION>
DIVIDENDS
HIGH LOW PAID
---- ---- ---------
<S> <C> <C> <C>
1992
First Quarter................................................. 35 5/8 28 $.075
Second Quarter................................................ 33 5/8 21 3/8 .075
Third Quarter................................................. 31 23 7/8 .075
Fourth Quarter................................................ 35 5/8 25 1/2 .075
1993
First Quarter................................................. 38 32 7/8 $.075
Second Quarter................................................ 38 5/8 26 7/8 .075
Third Quarter................................................. 28 3/8 23 .075
Fourth Quarter................................................ 32 1/8 23 3/4 .075
1994
First Quarter (through February 14, 1994)..................... 35 1/2 29 3/4 $.075
</TABLE>
The last reported sale price of the Common Stock on the New York Stock
Exchange as of a recent date is set forth on the cover page of this Prospectus.
5
<PAGE> 7
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following selected consolidated financial data are derived from the
consolidated financial statements of Reebok International Ltd. The data should
be read in conjunction with the consolidated financial statements, related notes
and other financial information incorporated by reference herein.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1989 1990 1991 1992 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENT OF INCOME
DATA:
Net sales............................ $1,822,092 $2,159,243 $2,734,474 $3,022,627 $2,893,900
Other income (expense)............... 11,377 (893) 2,893 39,719(2) 33
---------- ---------- ---------- ---------- ----------
1,833,469 2,158,350 2,737,367 3,062,346 2,893,933
---------- ---------- ---------- ---------- ----------
Costs and expenses:
Cost of sales........................ 1,071,751 1,288,314 1,644,635 1,809,304 1,719,869
Selling expenses..................... 278,939 353,983 441,030 552,240 515,963
General and administrative
expenses........................... 174,972 202,352 225,245 254,838 253,781
Restructuring charges(1)............. -- -- -- 155,000 8,449
Amortization of intangibles.......... 14,427 15,646 16,354 16,587 10,052
Minority interest.................... -- -- 1,311 1,787 8,261
Interest expense..................... 15,554 18,857 29,295 20,080 25,021
Interest income...................... (12,953) (15,637) (10,389) (5,454) (10,710)
---------- ---------- ---------- ---------- ----------
1,542,690 1,863,515 2,347,481 2,804,382 2,530,686
---------- ---------- ---------- ---------- ----------
Income before income taxes........... 290,779 294,835 389,886 257,964 363,247
Income taxes......................... 115,781 118,229 155,175 143,146 139,832
---------- ---------- ---------- ---------- ----------
Net income........................... $ 174,998 $ 176,606 $ 234,711 $ 114,818 $ 223,415
---------- ---------- ---------- ---------- ----------
Net income per common share.......... $ 1.53 $ 1.54 $ 2.37 $ 1.24 $ 2.53
---------- ---------- ---------- ---------- ----------
Dividends per common share........... $ 0.30 $ 0.30 $ 0.30 $ 0.30 $ 0.30
---------- ---------- ---------- ---------- ----------
Weighted average common and common
equivalent shares outstanding...... 114,176 114,654 98,958 92,697 88,348
---------- ---------- ---------- ---------- ----------
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1992 1993
---------- ----------
<S> <C> <C>
(IN THOUSANDS)
CONSOLIDATED BALANCE SHEET DATA:
Working capital....................................................... $ 682,342 $ 730,757
Total assets.......................................................... 1,345,346 1,391,711
Long-term debt........................................................ 116,037 134,207
Stockholders' equity.................................................. 838,656 846,617(3)
- ---------------
<FN>
(1) Financial data for 1993 includes a restructuring charge ($7,037 after-tax)
related to the sale of Ellesse U.S.A., Inc. and Boston Whaler, Inc.
Financial data for 1992 includes restructuring charges ($135,439 after-tax)
principally related to the write-down of the Company's subsidiary, Avia
Group International, Inc., to estimated fair value and estimated losses from
the planned sales of Ellesse U.S.A., Inc. and Boston Whaler, Inc.
(2) Includes a gain of $29,648 ($17,967 after-tax) from the sale of CML Group,
Inc. common stock.
(3) Does not give effect to changes in stockholders' equity that have occurred
or may occur subsequent to December 31, 1993, including the repurchase and
retirement of 152.9 shares of Common Stock at a cost of $4,939 under the
Company's share repurchase program or the repurchase of 1,000 shares of
Common Stock by the Company from the Selling Stockholders, as described in
this Prospectus. See "Company Stock Repurchase."
</TABLE>
6
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OPERATING RESULTS -- 1993
Net sales for the year decreased by 4.3%, or $128.7 million, to $2.894
billion in 1993 from $3.023 billion in 1992. On a pro forma basis, excluding the
1992 results of operations of Boston Whaler, Inc. ("Boston Whaler") and Ellesse
U.S.A., Inc. ("Ellesse") (both of which were sold and are excluded from 1993
results), net sales for the year decreased by $49.6 million, or 1.7%.
The Reebok Division's worldwide sales were $2.48 billion in 1993, a
decrease of 2.3% from $2.54 billion in 1992. This decrease is due entirely to
the Reebok Division's U.S. footwear sales which decreased 12.6% to $1.271
billion in 1993 from $1.455 billion in 1992, partially offset by an increase in
U.S. apparel sales and international sales. The decline in the Reebok Division's
U.S. footwear sales can be attributed mainly to volume decreases in the walking,
basketball, aerobics and BOKS footwear categories, as well as the negative
impact of the Company's Centennial resale pricing program, effective as of
January 1, 1993, on sales volume of certain Reebok footwear products. 1992's
sales levels for footwear and apparel reflect a reclassification of $17.2
million from footwear to apparel for Weebok and golf apparel. The Reebok
Division's U.S. apparel sales increased by 62.6% to $125.4 million in 1993 from
$77.1 million in 1992. The Reebok Division's International sales (including both
footwear and apparel) were $1.083 billion in 1993, an increase of 7.5% from
$1.008 billion in 1992, primarily due to improved sales in the United Kingdom,
Germany, several smaller European countries, Canada and South America, and
acquisition of a majority interest in the Company's Spanish distributor
effective January 1, 1993. Changes in foreign exchange rates had a negative
effect on the Reebok Division's International net sales of $65.1 million, or
6.5%.
Rockport sales reached a record level of $282.7 million in 1993, a 5.7%
increase from $267.4 million in 1992. This increase is due to an increase in the
number of pairs of footwear shipped both in the U.S. and internationally. Avia
sales decreased in 1993 by 3.8% to $131.0 million from $136.2 million in 1992.
The decrease in net sales at Avia is due to declines in both domestic and
international net sales. The decline in domestic net sales is mainly due to
lower volume in the tennis and basketball categories, partially offset by volume
increases in the walking and cross-training categories. The decline in
international net sales volume can be partly attributed to a change in the
Canadian distribution from a wholly owned subsidiary to an independent
distributor which changed the recording of Canadian sales from a wholesale basis
to a royalty basis. International sales were also affected by a volume decrease
in Avia's Germany subsidiary, offset by volume increases in sales to independent
distributors.
The decrease in other income is mainly due to the inclusion in 1992 of a
non-recurring pre-tax gain of $29.6 million on the sale of CML Group, Inc.
("CML") common stock. The common stock was acquired from the exercise of
warrants which were obtained as part of the Company's 1989 purchase of Boston
Whaler. In addition, recognized losses on foreign exchange transactions in 1993
compared to recognized gains in 1992 reduced other income by $6.2 million.
Gross margin increased as a percentage of sales from 40.1% in 1992 to 40.6%
in 1993. This improvement is due entirely to the exclusion in 1993 of the
operating results of businesses held for sale, which generally carried lower
gross margins. This improvement was offset in part by lower margins in the
Reebok Division's U.S. footwear operations, mainly because of higher markdowns.
Selling expenses decreased as a percentage of sales from 18.3% in 1992 to
17.8% in 1993 due to lower advertising expenditures. This decrease was partially
offset by increased endorsements and sports promotions in the Reebok Division.
Selling expenses decreased in absolute dollar amounts in part due to the
exclusion of businesses held for sale from 1993's financial results and lower
advertising expenses. General and administrative expenses also decreased in
absolute dollar amounts due to the exclusion of businesses held for sale from
1993's financial results. Included in 1992's financial results were selling and
general and administrative expenses of $19.4 million and $8.8 million,
respectively, from businesses held for sale. General and administrative expenses
increased as a percentage of sales from 8.4% in 1992 to 8.8% in 1993 partly due
to Reebok Division's International operations, which generally carry higher
general and administrative costs,
7
<PAGE> 9
representing a larger proportion of sales volume and the fixed nature of many of
the expenses classified as general and administrative costs.
During 1993, the Company recorded an additional pre-tax restructuring
charge of $8.5 million related to the sales of Boston Whaler and Ellesse, which
were completed during the third quarter. This restructuring charge was in
addition to the restructuring charges previously recorded in December 1992, when
the Company announced its intention to sell these businesses.
Amortization of intangibles decreased due to the write-down of the carrying
value of Avia in the fourth quarter of 1992.
Minority interest represents the minority shareholders' proportionate share
of the net income of the Company's Japanese and Spanish subsidiaries. Minority
interest increased in 1993 due in part to the acquisition of a 51% interest in
Reebok's Spanish distributor as of January 1, 1993.
Interest expense increased in 1993 due to the higher average borrowing
levels throughout the year. Interest income increased due to interest received
from the successful settlement of certain prior years' state tax matters.
The effective tax rate for the twelve months ended December 31 decreased
from 55.5% in 1992 to 38.5% in 1993. 1992's effective tax rate was abnormally
high because of certain restructuring charges which are not deductible for tax
purposes. The Company's 1993 tax rate is more in line with the Company's future
expectations. The decrease in the tax rate in 1993 was also caused in part by a
change in the geographic mix of worldwide income partially offset by an increase
in the U.S. federal tax rate.
The higher level of net income in 1993 as compared with 1992 was a result
primarily of a restructuring plan adopted by the Company during December 1992
which resulted in after-tax charges totaling $135.4 million ($1.46 per share).
Under the restructuring plan, the Company announced its intention to dispose of
two subsidiaries, Boston Whaler and Ellesse, a writedown of the carrying value
of its Avia subsidiary, and certain office relocation charges. The effect of the
restructuring charge was reduced by the after-tax gain of $18.0 million ($.19
per share) on the sale of common stock of CML obtained as part of the Company's
1989 purchase of Boston Whaler.
The Boston Whaler sale was completed on July 30, 1993 and the Ellesse sale
was completed on September 28, 1993. In connection with the sales, the Company
recorded an additional after-tax restructuring charge of $7.0 million in
addition to the restructuring charge recorded in 1992. Income from operations
(without the effect of the restructuring charge) for 1993 was $2.61 per share
compared to $2.51 per share in 1992 (after excluding the effect of the
restructuring charge and the gain on the sale of CML common stock). If the
restructuring had taken place as of the beginning of 1992, income from
operations in 1992 would have been about $.18 per share higher.
Year-to-year earnings per share comparisons benefited from the share
repurchase programs announced in July 1992 and July 1993. Weighted average
common shares outstanding for the year ended December 31, 1993 were 88.3
million, compared to 92.7 million for the year ended December 31, 1992.
BACKLOG
The Company's backlog of customer orders at December 31, 1993 was up
approximately 13% from the prior year. Reebok U.S. footwear order levels as of
the same date were up 14.4% from the prior year. The backlog position is not
necessarily indicative of future sales because the ratio of future orders to "at
once" shipments may vary from year to year.
8
<PAGE> 10
LIQUIDITY AND SOURCES OF CAPITAL
The Company's financial position remains strong. Working capital increased
by $48.4 million at December 31, 1993 as compared to December 31, 1992,
primarily due to increases in accounts receivable and inventory which were
offset in part by increases in borrowings and a decrease in cash. The current
ratio remained relatively constant at December 31, 1993 (2.84 to 1) as compared
to December 31, 1992 (2.81 to 1).
Accounts receivable increased from December 31, 1992 by $39.3 million
reflecting in part an increase in days sales outstanding attributable
principally to the Company's International business, where sales terms tend to
be longer, representing a larger relative share of sales volume.
Inventory increased by $79.8 million from December 31, 1992 as a result of
an increase in the footwear and apparel inventory levels in the Reebok Division.
The footwear increase can mainly be attributed to three factors: (1) an effort
to more evenly load factory orders to reduce factory costs and improve on-time
delivery, (2) an increase in Spring 1994 future orders, and (3) lower than
anticipated sales during the fourth quarter of 1993. The increase in Reebok
apparel inventory is due primarily to the overall increase in the Company's
apparel business.
On July 13, 1993, the Board of Directors authorized the repurchase of up to
$200 million in Reebok common stock in open market or privately-negotiated
transactions. This authorization was in addition to the $200 million share
repurchase program announced in July 1992. Since the start of the program in
1992, the Company has repurchased 8,572,200 shares at an average price of $30.82
per share through December 31, 1993; approximately $135.8 million is authorized
for future purchases.
During the twelve months ended December 31, 1993, cash and cash equivalents
decreased by $26.0 million, and outstanding borrowings increased by $36.9
million, while $194.0 million of common stock was repurchased. Net cash provided
by operating activities during 1993 was $142.5 million, compared to $187.6
million and $335.2 million for the years ended December 31, 1992 and 1991,
respectively. Net cash provided by investing activities in 1993 included cash
proceeds of $36.5 million received in connection with the sale of Boston Whaler
and Ellesse. Cash generated from operations, together with the Company's
financing sources, is expected to adequately finance all of the Company's
current and planned cash requirements.
EFFECTS OF CHANGING PRICES
The Company has generally been able to adjust selling prices and control
expenses in the environment of cost escalation that has existed in the recent
past. Product purchases require relatively short lead times
(4 - 6 months) and the Company sells a large part of its product for future
delivery on similar lead times, which generally permits a matching of committed
costs with committed revenues. The Company anticipates that this matching
ability will continue.
9
<PAGE> 11
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the ownership
by the Selling Stockholders named below (the "Selling Stockholders") of the
Common Stock at February 14, 1994, and as adjusted for the sale of the Common
Stock offered hereby (assuming no exercise of the over-allotment option granted
by the Selling Stockholders to the Underwriters) and consummation of the Company
Stock Repurchase described below.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AND SHARES AFTER OFFERING AND
NAME OF COMPANY STOCK BEING COMPANY COMPANY STOCK
SELLING REPURCHASE(1) OFFERED STOCK REPURCHASE(1)
STOCKHOLDER ----------------------- HEREBY REPURCHASE -----------------------
---------------- SHARES PERCENT(3) --------- ---------- SHARES PERCENT(3)
<S> <C> <C> <C> <C> <C> <C>
Paul B. Fireman 9,913,156(2) 11.51% 1,500,000 500,000 7,913,156(2) 9.30%
Phyllis Fireman 8,292,002 9.63% 1,500,000 500,000 6,292,002 7.39%
- ---------------
<FN>
(1) Mr. and Mrs. Fireman each disclaim beneficial ownership of the other's
shares.
(2) Includes 1,500,000 shares which are subject to stock options exercisable
within 60 days.
(3) Shares outstanding include 2,528,440 shares which are subject to stock
options exercisable within 60 days.
</TABLE>
Paul B. Fireman has served as the Company's Chief Executive Officer since
its founding in 1979 and as its Chairman of the Board since 1986. Mr. Fireman
served as President of the Company from 1979 to 1987 and was appointed again to
that position in 1989. Mr. Fireman has been a director since 1979. Phyllis
Fireman is the wife of Paul Fireman. The address of Mr. and Mrs. Fireman is c/o
Reebok International Ltd., 100 Technology Center Drive, Stoughton, Massachusetts
02072.
COMPANY STOCK REPURCHASE
The Company intends to purchase, subject to approval by a special committee
of the Board of Directors of the Company and subject to consummation of the sale
of the Common Stock offered hereby, 1,000,000 shares of Common Stock from the
Selling Stockholders at the same price per share as the per share public
offering price of the shares offered hereby, less the amount of all underwriting
discounts. It is anticipated that the Company's repurchase of these shares of
Common Stock (the "Company Stock Repurchase") will occur simultaneously with the
consummation of the sale of the Common Stock offered hereby. The Company intends
to fund the Company Stock Repurchase with available cash and short-term
borrowings. If the Company Stock Repurchase is consummated, the repurchased
shares will be returned to the status of authorized and unissued capital stock
of the Company.
On July 13, 1993, the Company's Board of Directors authorized the
repurchase of up to $200 million in Common Stock in open market or privately
reported transactions. This was in addition to the $200 million share repurchase
program adopted by the Company in July 1992. Under these programs, the Company
has purchased 8,725,100 shares at an aggregate price of approximately $269.1
million through February 14, 1994, which leaves the Company with authority to
repurchase up to $130.9 million in additional shares of Common Stock. If
consummated, the Company Stock Repurchase will be treated as a repurchase under
the Company's share repurchase program.
10
<PAGE> 12
<TABLE>
UNDERWRITING
The Underwriters named below have severally agreed to purchase from the
Selling Stockholders the following respective numbers of shares of Common Stock:
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
------------ ---------
<S> <C>
CS First Boston Corporation...............................................
Kidder, Peabody & Co. Incorporated........................................
---------
Total........................................................... 3,000,000
=========
</TABLE>
The Company and the Selling Stockholders have entered into an Underwriting
Agreement (the "Underwriting Agreement") with the Underwriters which provides
that the obligations of the Underwriters are subject to certain conditions
precedent and that the Underwriters will be obligated to purchase all of the
shares offered hereby if any are purchased.
The Selling Stockholders have been advised by the Underwriters that the
Underwriters propose to offer the shares to the public initially at the public
offering price set forth on the cover page of this Prospectus and to certain
dealers at such price less a concession of $ per share; that the
Underwriters and such dealers may allow a discount of $ per share on sales
to certain other dealers; and that after the initial public offering, the public
offering price and concession and discount to dealers may be changed by the
Underwriters.
The Selling Stockholders have granted to the Underwriters an option,
expiring at the close of business on the 30th day after the date of the public
offering of the Common Stock offered hereby, to purchase up to 450,000
additional shares at the public offering price less the underwriting discount,
all as set forth on the cover page of this Prospectus. The Underwriters may
exercise such option only to cover over-allotments in the sale of the shares of
Common Stock offered hereby.
The Company and the Selling Stockholders have agreed to indemnify the
Underwriters and others against certain liabilities, including civil liabilities
under the Securities Act, or contribute to payments which the Underwriters may
be required to make in respect thereof.
The Selling Stockholders have agreed that, without the consent of CS First
Boston Corporation, as representative of the Underwriters, they will not sell,
contract or offer to sell or otherwise dispose of, directly or indirectly, any
shares of Common Stock for a period of 120 days after the date of this
Prospectus.
CS First Boston Corporation has provided investment banking and financial
advisory services to the Company in the past, for which it has received
customary fees.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock being offered
hereby will be passed upon for the Company by Ropes & Gray, Boston,
Massachusetts. John E. Beard, Esq., Clerk of the Company, is a partner of Ropes
& Gray. Certain legal matters will be passed upon for the Underwriters by
Skadden, Arps, Slate, Meagher & Flom, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of the Company appearing in its
Annual Report (Form 10-K) for the year ended December 31, 1993, have been
audited by Ernst & Young, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
11
<PAGE> 13
===============================================================================
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING STOCKHOLDER OR ANY
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
---------------------
<TABLE>
TABLE OF CONTENTS
<CAPTION>
PAGE
----
<S> <C>
Available Information............ 2
Incorporation of Certain
Documents by Reference......... 2
The Company...................... 3
Use of Proceeds.................. 5
Common Stock Price Range and
Dividends...................... 5
Selected Consolidated Financial
Information.................... 6
Management's Discussion and
Analysis of Financial Condition
and Results of Operations...... 7
Selling Stockholders............. 10
Company Stock Repurchase......... 10
Underwriting..................... 11
Legal Matters.................... 11
Experts.......................... 11
</TABLE>
===============================================================================
===============================================================================
[LOGO]
Reebok
International Ltd.
3,000,000 Shares
Common Stock
($.01 Par Value)
------------------------------------
PROSPECTUS
------------------------------------
CS First Boston
Kidder, Peabody & Co.
Incorporated
===============================================================================
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimates,
except the Securities and Exchange Commission ("SEC") registration fee and the
NASD filing fee.
<TABLE>
<CAPTION>
AMOUNT
--------
<S> <C>
SEC registration fee...................................................... $ 38,962
NASD filing fee........................................................... 11,799
Printing and engraving expenses........................................... 50,000
Legal (including Blue Sky) fees and expenses.............................. 150,000
Accounting fees and expenses.............................................. 20,000
Miscellaneous............................................................. 4,239
--------
Total........................................................... $275,000
--------
--------
</TABLE>
All expenses in connection with the issuance and distribution of the
securities being registered will be paid by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 67 of Chapter 156B of the Massachusetts General Laws provides that
indemnification of directors and officers of the Registrant may be provided to
the extent specified or authorized by its articles of organization or a by-law
provision adopted by the stockholders.
Under Section 9 of the By-laws of the Registrant, 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 having 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 under
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 of
such expenses is not authorized under Section 9. The right of indemnification
provided by
II-1
<PAGE> 15
Section 9 of the By-laws is not to be exclusive of and is not to 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.
<TABLE>
ITEM 16. EXHIBITS
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT
NUMBER ----------------------
- ------
<S> <C>
1.1 -- Form of Underwriting Agreement.*
4.1 -- Restated Articles of Organization of the Company, as amended, are
incorporated by reference to the Company's Report on Form 10-K, dated
March 30, 1987, for the year ended December 31, 1986.
4.2 -- Common Stock Rights Agreement dated as of July 14, 1990, as amended on
March 8, 1991 and December 6, 1991, between the Company and The First
National Bank of Boston, as Rights Agent, is incorporated by reference to
the Company's Report on Form 8-A, filed on July 31, 1990, and the
Company's Reports on Form 8 Amendment to Registration Statement on Form
8-A, filed on April 4, 1991 and December 13, 1991.
5.1 -- Opinion of Ropes & Gray.**
23.1 -- Consent of Ernst & Young.**
23.2 -- Consent of Counsel -- included in Exhibit 5.1.
24.1 -- Powers of Attorney -- see signature pages to this Registration Statement.
- ---------------
<FN>
* To be filed by Amendment.
** Filed herewith.
</TABLE>
ITEM 17. UNDERTAKINGS
(a) 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 this
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.
(b) The undersigned Registrant hereby undertakes that:
1. For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.
2. For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
(c) 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
Securities Act of 1933, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
II-2
<PAGE> 16
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 hereunder, the Registrant
will, unless in the opinion of its counsel the question has already been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 17
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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE TOWN OF STOUGHTON, THE COMMONWEALTH OF MASSACHUSETTS, AS OF
THE 15TH DAY OF FEBRUARY, 1994.
REEBOK INTERNATIONAL LTD.
By: /s/ PAUL R. DUNCAN
-----------------------------------
Paul R. Duncan
Executive Vice President
and Chief Operating Officer
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 singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement filed herewith and any
and all amendments to said Registration Statement (including post-effective
amendments), and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Reebok International Ltd. to
comply with the provisions of the Securities Act of 1933, and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
<TABLE>
Witness our hands and common seal on the date set forth below.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 15TH DAY OF FEBRUARY, 1994.
<CAPTION>
SIGNATURE CAPACITY
- ------------------------------------------ -------------------------------
<S> <C>
/s/ PAUL B. FIREMAN President, Chief Executive
- ------------------------------------------ Officer (Principal Executive
Paul B. Fireman Officer) and Chairman of the
Board of Directors
/s/ PAUL R. DUNCAN Executive Vice President and
- ------------------------------------------ Chief Financial Officer
Paul R. Duncan (Principal
Financial and Accounting
Officer) and Director
/s/ JOHN H. DUERDEN Executive Vice President and
- ------------------------------------------ Director
John H. Duerden
/s/ ROBERT MEERS Executive Vice President and
- ------------------------------------------ Director
Robert Meers
/s/ JILL E. BARAD Director
- ------------------------------------------
Jill E. Barad
/s/ DANIEL E. GILL Director
- ------------------------------------------
Daniel E. Gill
</TABLE>
II-4
<PAGE> 18
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>
/s/ BERTRAM M. LEE Director
- ------------------------------------------
Bertram M. Lee, Sr.
/s/ RICHARD G. LESSER Director
- ------------------------------------------
Richard G. Lesser
/s/ WILLIAM M. MARCUS Director
- ------------------------------------------
William M. Marcus
Director
- ------------------------------------------
Geoffrey Nunes
/s/ JOHN A. QUELCH Director
- ------------------------------------------
John A. Quelch
</TABLE>
II-5
<PAGE> 19
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------ ------------------------------------------------------------------------------- ----
<S> <C> <C>
1.1 -- Form of Underwriting Agreement.*
4.1 -- Restated Articles of Organization of the Company, as amended, are incorporated
by reference to the Company's Report on Form 10-K, dated March 30, 1987, for
the year ended December 31, 1986.
4.2 -- Common Stock Rights Agreement dated as of July 14, 1990, as amended on March 8,
1991 and December 6, 1991, between the Company and The First National Bank of
Boston, as Rights Agent, is incorporated by reference to the Company's Report
on Form 8-A, filed on July 31, 1990, and the Company's Reports on Form 8
Amendment to Registration Statement on Form 8-A, filed on April 4, 1991 and
December 13, 1991.
5.1 -- Opinion of Ropes & Gray.**
23.1 -- Consent of Ernst & Young.**
23.2 -- Consent of Counsel -- included in Exhibit 5.1.
24.1 -- Powers of Attorney -- see signature pages to this Registration Statement.
- ---------------
<FN>
* To be filed by Amendment.
** Filed herewith.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
<TABLE>
<S> <C> <C>
30 KENNEDY PLAZA 1001 PENNSYLVANIA AVENUE, N.W.
PROVIDENCE, R.I. 02903 (617)951-7000 SUITE 1200 SOUTH
(401)455-4400 TELECOPIER: (617)951-7050 WASHINGTON, D.C. 20004
TELECOPIER:(401)455-4401 (202)626-3900
TELECOPIER:(202)626-3961
</TABLE>
February 15, 1994
Reebok International Ltd.
100 Technology Center Drive
Stoughton, Massachusetts 02072
Re: Registration Statement on Form S-3
Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-3 (the "Registration Statement") to be filed by Reebok
International Ltd. (the "Company") with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, for the registration of 3,450,000
shares of the Company's Common Stock (the "Shares").
We have acted as counsel for the Company and the Selling Stockholders in
connection with the registration of the Shares. For purposes of our opinion, we
have examined and relied upon such documents, records, certificates and other
instruments as we have deemed necessary.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and validly issued, and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as part of the Registration
Statement and to the use of our name therein and in the related Prospectus under
the caption "Legal Matters".
It is understood 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,
ROPES & GRAY
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Reebok International
Ltd. for the registration of common stock to be sold by the Selling Stockholders
and to the incorporation by reference therein 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
February 15, 1994
