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)
________________________
1994 Equity Incentive Plan
(Full title of the plan)
John B. Douglas III, Esq.
Reebok International Ltd.
100 Technology Center Drive
Stoughton, Massachusetts 02072
(Name and address of agent for service)
617-341-5000
(Telephone number, including area code, of agent for service)
__________________
Calculation of Registration Fee
__________________________________________________________________________
Proposed Proposed
maximum maximum Amount
Title of offering aggregate of
securities to be Amount to be price per offering registration
registered registered unit price fee
Common Stock 2,713,373** $30.5625* $82,927,462 $28,596
$.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
2,286,627 shares originally registered under Registrant's Registration
Statements on Form S-8 Nos. 33-6989, 33-15729 and 33-53954 (previously
registering 10,600,000 shares, of which 5,025,804 shares are issuable
under outstanding options and 1,628,213 shares are available for grant),
No. 33-15089 (previously registering 1,000,000 shares of which 638,414
shares are unissued) and Registration Statement on Form S-3 No. 33-32664
(previously registering 300,000 shares, of which 202,600 shares are
issuable under outstanding options and 20,000 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 1994 Equity Incentive Plan
5.1 Opinion of Counsel.
23.1 Consent of Ernst & Young.
24.1 Power of Attorney (see signature pages)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment
to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Stoughton, The Commonwealth of
Massachusetts on the 6th day of May, 1994.
REEBOK INTERNATIONAL LTD.
By:/s/ PAUL R. DUNCAN
Paul R. Duncan
Executive Vice President
and Chief Financial Officer
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We the undersigned officers and directors of Reebok International
Ltd., hereby severally constitute Paul R. Duncan, John B. Douglas III and
Randi S. Ingerman, and each of them singly, our true and lawful attorneys,
with full power to them and each of them to sign for us, and in our names
in the capacities indicated below, any and all registration statements and
amendments to registration statements filed with the Securities and
Exchange Commission for the purpose of registering Common Stock of Reebok
International Ltd., hereby ratifying and confirming our signatures as they
may be signed by our said attorneys to any and all said registration
statements and amendments to registration statements.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
WITNESS our hands on the 6th day of May, 1994.
Signature Title
/s/ PAUL FIREMAN President and
Paul Fireman Chief Executive Officer
(Principal Executive Officer)
and Chairman of the Board of
Directors
/s/ PAUL R. DUNCAN Executive Vice President and Chief
Paul R. Duncan Financial Officer (Principal
Financial and Accounting Officer)
and Director
/s/ JOHN H. DUERDEN Executive Vice President,
John H. Duerden Reebok Worldwide Operations and Director
/s/ ROBERT MEERS Executive Vice President,
Robert Meers Specialty Business Group and Director
/s/ JILL E. BARAD Director
Jill E. Barad
/s/ DANIEL E. GILL Director
Daniel E. Gill
/s/ BERTRAM M. LEE, SR. Director
Bertram M. Lee, Sr.
/s/ RICHARD G. LESSER Director
Richard G. Lesser
/s/ WILLIAM M. MARCUS Director
William M. Marcus
/s/ GEOFFREY NUNES Director
Geoffrey Nunes
/s/ JOHN A. QUELCH Director
John A. Quelch
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EXHIBIT INDEX
Exhibit Description Location
4.1 1994 Equity Incentive Plan Filed herewith
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.
1994 EQUITY INCENTIVE PLAN
1. PURPOSE
The purpose of this 1994 Equity Incentive Plan (the
"Plan") is to advance the interests of Reebok International Ltd.
(the "Company") and its subsidiaries by enhancing the ability of
the Company to (i) attract and retain employees and other persons
or entities who are in a position to make significant
contributions to the success of the Company and its subsidiaries;
(ii) reward such persons for such contributions; and (iii)
encourage such persons to take into account the long-term
interest of the Company through ownership of shares ("Shares") of
the Company's common stock ("Stock").
The Plan is intended to accomplish these goals by enabling
the Company to grant awards ("Awards") in the form of Options,
Stock Appreciation Rights, Restricted Stock or Deferred Stock,
all as more fully described below.
2. ADMINISTRATION
The Plan will be administered by the Compensation and
Nominating Committee (the "Committee") of the Board of Directors
of the Company (the "Board") 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"),
or any successor rule and to comply with the requirements for a
compensation committee composed of outside directors under
Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"). The Committee will determine the recipients of
Awards, the times at which Awards will be made and the size and
type or types of Awards to be made to each recipient and will set
forth in such Awards the terms, conditions and limitations
applicable to it. Awards may be made singly, in combination or
in tandem. The Committee will have full and exclusive power to
interpret the Plan, to adopt rules, regulations and guidelines
relating to the Plan, to grant waivers of Plan restrictions and
to make all of the determinations necessary for its
administration. 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 12 or to amend or terminate the Plan under Section 17.
3. EFFECTIVE DATE AND TERM OF PLAN
The Plan will become effective on the date on which it
is approved by the stockholders of the Company. Grants of Awards
under the Plan may be made prior to that date, subject to such
approval of the Plan.
The Plan will terminate ten years after the effective date
of the Plan, subject to earlier termination of the Plan by the
Board pursuant to Section 17. No Award may be granted under the
Plan after the termination date of the Plan, but Awards
previously granted may extend beyond that date.
4. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 12 below,
(i) the maximum aggregate number of Shares of Stock that may be
delivered for all purposes under the Plan shall be 5,000,000 and
(ii) the maximum number of Shares of Stock awarded to any
Participant (as defined in Section 5 below) in any calendar year
under the Plan shall be (x) 250,000 Shares of Stock in the case
of all Participants other than the Chief Executive Officer and/or
President of the Company and (y) 500,000 Shares of Stock in the
case of the Chief Executive Officer and/or President of the
Company. The maximum aggregate number of Shares of Stock which
may be issued under the Plan pursuant to the exercise of ISOs (as
defined in Section 7 below) shall be 1,000,000. The maximum
amount of compensation (other than Stock) that may be awarded to
any Participant in any calendar year under the Plan shall be
$2,000,000.
If any Award requiring exercise by the Participant for
delivery of Stock is canceled or terminates without having been
exercised in full, or if any Award payable in Stock or cash is
satisfied in cash rather than Stock, the number of Shares of
Stock as to which such Award was not exercised or for which cash
was substituted will be available for future grants of Stock
except that Stock subject to an Option canceled upon the exercise
of an SAR shall not again be available for Awards under the Plan
unless, and to the extent that, the SAR is settled in cash.
Likewise, if any Award payable in Stock or cash is satisfied in
Stock rather than cash, the amount of cash for which such Stock
was substituted will be available for future Awards of cash
compensation. Shares of Stock tendered by a Participant or
withheld by the Company to pay the exercise price of an Option or
to satisfy the tax withholding obligations of the exercise or
vesting of an Award shall be available again for Awards under the
Plan, but only to Participants who are not subject to Section 16
of the Exchange Act. Shares of Restricted Stock forfeited to the
Company in accordance with the Plan and the terms of the
particular Award shall be available again for Awards under the
Plan unless the Participant has received the benefits of
ownership (within the applicable interpretation under Rule 16b-3
under the Exchange Act), in which case such Shares may only be
available for Awards to Participants who are not subject to
Section 16 of the Exchange Act.
Stock delivered under the Plan may be either authorized but
unissued Stock or previously issued Stock acquired by the Company
and held in treasury. No fractional Shares of Stock will be
delivered under the Plan and the Committee shall determine the
manner in which fractional share value will be treated.
5. ELIGIBILITY AND PARTICIPATION
Those eligible to receive Awards under the Plan
("Participants") will be persons in the employ of the Company or
any of its subsidiaries ("Employees") and other persons or
entities who, in the opinion of the Committee, are in a position
to make a significant contribution to the success of the Company
or its subsidiaries, except that non-Employee directors of the
Company or a subsidiary of the Company are not eligible to
participate in this Plan. A "subsidiary" for purposes of the
Plan will be a corporation in which the Company owns, directly or
indirectly, stock possessing 50% or more of the total combined
voting power of all classes of stock.
6. DELEGATION OF AUTHORITY
The Committee may delegate to senior officers of the
Company who are also directors of the Company (including, without
limitation, the Chief Executive Officer and/or President) its
duties under the Plan subject to such conditions and limitations
as the Committee may prescribe, except that only the Committee
may designate and make grants to Participants (i) who are subject
to Section 16 of the Exchange Act or any successor statute,
including, without limitation, decisions on timing, amount and
pricing of Awards, or (ii) whose compensation is covered by
Section 162(m) of the Code.
7. OPTIONS
(a) Nature of Options. An Option is an Award
entitling the Participant to purchase a specified number of
Shares at a specified exercise price. Both "incentive stock
options," as defined in Section 422 of the Code (referred to
herein as an "ISO") and non-incentive stock options may be
granted under the Plan. ISOs may be awarded only to Employees.
(b) Exercise Price. The exercise price of each Option
shall be determined by the Committee, but in the case of an ISO
shall not be less than 100% (110% in the case of an ISO granted
to a ten-percent shareholder) of the Fair Market Value of a Share
at the time the ISO is granted; nor shall the exercise price of
any other Option be less than 100% of the Fair Market Value of a
Share at the time the Option is granted except that (i) Options
may be granted to Participants who are not executive officers of
the Company at less than Fair Market Value, (ii) in connection
with an amendment of an Option which, in the opinion of the
Committee, is or may be treated for tax or Section 16 purposes as
a new grant of the Option, the exercise price of such amended
Option may be equal to the exercise price of the original Option
even if such exercise price is less than Fair Market Value, and
(iii) in connection with an acquisition, consolidation, merger or
other extraordinary transaction, Options may be granted at less
than Fair Market Value in order to replace existing Options at
comparable value; provided, that, in no case shall the exercise
price of an Option be less, in the case of an original issue of
authorized Stock, than the par value of a Share. For purposes of
this Plan, "Fair Market Value" shall mean, except as provided
below, the closing price of a Share 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 Shares are no longer listed
on such Exchange, such term shall have the same meaning as it
does in the case of ISOs. In the case of ISOs, the term "Fair
Market Value" shall have the same meaning as it does in the
provisions of the Code and the regulations thereunder applicable
to ISOs. For purposes of this Plan, "ten-percent shareholder"
shall mean any Employee who at the time of grant owns directly,
or is deemed to own by reason of the attribution rules set forth
in Section 424(d) of the Code, Stock possessing more than 10% of
the total combined voting power of all classes of stock of the
Company or of any of its subsidiaries.
(c) Duration of Options. In no case shall an Option
be exercisable more than ten years (five years, in the case of an
ISO granted to a "ten-percent shareholder" as defined in (b)
above) from the date the Option was granted.
(d) Exercise of Options and Conditions. Options
granted under any single Award will become exercisable at such
time or times, and on and subject to such conditions, as the
Committee may specify. The Committee may at any time and from
time to time accelerate the time at which all or any part of the
Option may be exercised.
(e) Payment for and Delivery of Stock. Full payment
for Shares purchased will be made at the time of the exercise of
the Option, in whole or in part. Payment of the purchase price
will be made in cash or in such other form as the Committee may
approve, including, without limitation, delivery of Shares of
Stock.
8. STOCK APPRECIATION RIGHTS
(a) Nature of Stock Appreciation Rights. A Stock
Appreciation Right (an "SAR") is an Award entitling the recipient
to receive payment, in cash and/or Stock, determined in whole or
in part by reference to appreciation in the value of a Share. In
general, an SAR entitles the recipient to receive, with respect
to each Share as to which the SAR is exercised, the excess of the
Fair Market Value of a Share on the date of exercise over the
Fair Market Value of a Share on the date the SAR was granted.
However, the Committee may provide at the time of grant that the
amount the recipient is entitled to receive will be adjusted
upward or downward under rules established by the Committee to
take into account the performance of the Shares in comparison
with the performance of other stocks or an index or indices of
other stocks.
(b) Grant of SARs. SARs may be granted in tandem
with, or independently of, Options granted under the Plan. An
SAR granted in tandem with an Option which is not an ISO may be
granted either at or after the time the Option is granted. An
SAR granted in tandem with an ISO may be granted only at the time
the Option is granted.
(c) Exercise of SARs. An SAR not granted in tandem
with an Option will become exercisable at such time or times, and
on such conditions, as the Committee may specify. An SAR granted
in tandem with an Option will be exercisable only at such times,
and to the extent, that the related Option is exercisable. An
SAR granted in tandem with an ISO may be exercised only when the
market price of the Shares subject to the Option exceeds the
exercise price of such Option. The Committee may at any time and
from time to time accelerate the time at which all or part of the
SAR may be exercised.
9. RESTRICTED STOCK.
A Restricted Stock Award entitles the recipient to
acquire Shares, subject to certain restrictions or conditions,
for no cash consideration, if permitted by applicable law, or for
such other consideration as determined by the Committee. The
Award may be subject to such restrictions, conditions and
forfeiture provisions as the Committee may determine, including,
but not limited to, restrictions on transfer; continuous service
with the Company; achievement of business objectives; and
individual, unit and Company performance. Subject to such
restrictions, conditions and forfeiture provisions as may be
established by the Committee, any Participant receiving an Award
will have all the rights of a stockholder of the Company with
respect to Shares of Restricted Stock, including the right to
vote the Shares and the right to receive any dividends thereon.
10. DEFERRED STOCK
A Deferred Stock Award entitles the recipient to
receive Shares to be delivered in the future. Delivery of the
Shares will take place at such time or times, and on such
conditions, as the Committee may specify. The Committee may at
any time accelerate the time at which delivery of all or any part
of the Shares will take place. At the time any Deferred Stock
Award is granted, the Committee may provide that the Participant
will receive an instrument evidencing the Participant's right to
future delivery of Deferred Stock.
11. TRANSFERS
No Award (other than an Award in the form of an
outright transfer of cash or Stock) may be assigned, pledged or
transferred other than by will or by the laws of descent and
distribution and during a Participant's lifetime will be
exercisable only by the Participant or, in the event of a
Participant's incapacity, his or her guardian or legal
representative.
12. ADJUSTMENTS
(a) In the event of a stock dividend, stock split or
combination of Shares, recapitalization or other change in the
Company's capitalization, or other distribution to common
stockholders other than normal cash dividends, after the
effective date of the Plan, the Committee will make any
appropriate adjustments to the maximum number of Shares that may
be delivered under the Plan and to any Participant under Section
4 above.
(b) In any event referred to in paragraph (a), the
Committee will also make any appropriate adjustments to the
number and kind of Shares of Stock or securities subject to
Awards then outstanding or subsequently granted, any exercise
prices relating to Awards and any other provision of Awards
affected by such change. The Committee may also make such
adjustments to take into account material changes in law or in
accounting practices or principles, mergers, consolidations,
acquisitions, dispositions or similar corporate transactions, or
any other event, if it is determined by the Committee that
adjustments are appropriate to avoid distortion in the operation
of the Plan.
13. RIGHTS AS A STOCKHOLDER
Except as specifically provided by the Plan, the
receipt of an Award will not give a Participant rights as a
stockholder; the Participant will obtain such rights, subject to
any limitations imposed by the Plan or the instrument evidencing
the Award, upon actual receipt of Shares. However, the Committee
may, on such conditions as it deems appropriate, provide that a
Participant will receive a benefit in lieu of cash dividends that
would have been payable on any or all Shares subject to the
Participant's Award had such Shares been outstanding.
14. CONDITIONS ON DELIVERY OF STOCK
The Company will not be obligated to deliver any Shares
pursuant to the Plan or to remove any restrictions or legends
from Shares previously delivered under the Plan until, (a) in the
opinion of the Company's counsel, all applicable federal and
state laws and regulations have been complied with, (b) if the
outstanding Shares are 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 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 Shares has not been
registered under the Securities Act of 1933, as amended, the
Company may require, as a condition to exercise of the Award,
such representations and agreements as counsel for the Company
may consider appropriate to avoid violation of such Act and may
require that the certificates evidencing such Shares bear an
appropriate legend restricting transfer.
If an Award is exercised by the Participant's legal
representative, the Company will be under no obligation to
deliver Shares pursuant to such exercise until the Company is
satisfied as to the authority of such representative.
15. TAX WITHHOLDING
The Company will have the right to deduct from any cash
payment under the Plan taxes that are required to be withheld and
further to condition the obligation to deliver or vest Shares
under this Plan upon the Participant's paying the Company such
amount as it may request to satisfy any liability for applicable
withholding taxes. The Committee may in its discretion permit
Participants to satisfy all or part of their withholding
liability by delivery of Shares with a Fair Market Value equal to
such liability or by having the Company withhold from Stock
delivered upon exercise of an Award, Shares whose Fair Market
Value is equal to such liability.
16. 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"), all outstanding
Options and SARs shall become immediately exercisable and each
outstanding share of Restricted Stock and each outstanding
Deferred Stock Award shall immediately become free of all
restrictions and conditions. Upon consummation of the
Transaction, all outstanding Options and SARs 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.
In lieu of the foregoing, if there is an acquiring or
surviving corporation or entity, the Committee may, by vote of a
majority of the members of the Committee who are Continuing
Directors (as defined below), arrange to have such acquiring or
surviving corporation or entity or an Affiliate (as defined
below) thereof grant to Participants holding outstanding Awards
replacement Awards which, in the case of ISOs, satisfy, in the
determination of the Committee, the requirements of Section
425(e) of the Code.
The term "Continuing Director" shall mean any director of
the Company who (i) is not an Acquiring Person or an Affiliate of
an Acquiring Person and (ii) either was (A) a member of the Board
of Directors of the Company on the date hereof or (B) nominated
for his or her initial term of office by a majority of the
Continuing Directors in office at the time of such nomination.
The term "Acquiring Person" shall mean, with respect to any
Transaction, each Person who is a party to or a participant in
such Transaction or who, as a result of such Transaction, would
(together with other Persons acting in concert) own a majority of
the Company's outstanding Common Stock; provided, however, that
none of the Company, any wholly-owned subsidiary of the Company,
any employee benefit plan of the Company or any trustee in
respect thereof acting in such capacity shall, for purposes of
this Section, be deemed an "Acquiring Person". The term
"Affiliate", with respect to any Person, shall mean any other
Person who is, or would be deemed to be, an "affiliate" or an
"associate" of such Person within the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as
amended. The term "Person" shall mean a corporation,
association, partnership, joint venture, trust, organization,
business, individual or government or any governmental agency or
political subdivision thereof.
17. AMENDMENTS AND TERMINATION
The Committee will have the authority to make such
amendments to any terms and conditions applicable to outstanding
Awards as are consistent with this Plan provided that, except for
adjustments under Section 12 hereof, no such action will modify
such Award in a manner adverse to the Participant without the
Participant's consent except as such modification is provided for
or contemplated in the terms of the Award.
The Board may amend, suspend or terminate the Plan except
that no such action may be taken, without shareholder approval,
which would effectuate any change for which shareholder approval
is required pursuant to Section 16 of the Exchange Act.
18. PRIOR PLANS
This Plan is intended to replace the Reebok
International Ltd. 1985 Stock Option Plan, the Reebok
International Ltd. 1986 Stock Option Plan for Selected
Individuals and the Reebok International 1987 Stock Bonus Plan
(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.
19. 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 2,713,373 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 1994 Equity
Incentive Plan (the "Plan").
I am Counsel for 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,
/S/ RANDI S. INGERMAN
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 2,713,373 shares of Common Stock authorized for issuance
pursuant to the 1994 Equity Incentive Plan of our report dated
February 1, 1994, except for the third paragraph of Note 16, as
to which the date is February 7, 1994, with respect to the
consolidated financial statements and schedules of Reebok
International Ltd. included in its Annual Report (Form 10-K) for
the year ended December 31, 1993, filed with the Securities and
Exchange Commission.
ERNST & YOUNG
Boston, Massachusetts
May 5, 1994
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