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)
MASSACHUSETTS 04-2678061
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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)
BARRY NAGLER, ESQ.
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:
DAVID B. WALEK, ESQ.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
(617) 951-7388
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time 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. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
___________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
__________________________________________________________________________
Proposed Proposed
maximum maximum Amount
Title of Each Class offering aggregate of
of securities to be Amount to be price per offering registration
registered registered unit price fee
Common Stock 2,000,000 $43.25* $86,500,000 $26,212.12
$.01 par value, shares
together with
related Common Stock
Purchase Rights
__________________________________________________________________________
*Estimated solely for the purpose of calculating the registration fee, on the
basis of the average of the high and low prices of the Common Stock on the New
York Stock Exchange on December 11, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE>
REEBOK INTERNATIONAL LTD.
1994 Equity Incentive Plan
COMMON STOCK
($.01 Par value)
The 1994 Equity Incentive Plan (the "Plan") provides for the issuance of
stock options, stock appreciation rights, restricted stock and deferred stock
to employees of Reebok International Ltd. (the "Company") or its subsidiaries
and other persons or entities (excluding non-employee directors of the
Company). The purpose of the Plan is to advance the interests of the Company
and its subsidiaries by enhancing the Company's ability 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 or entities for such contributions; and (iii)
encourage such persons or entities to take into account the long-term interest
of the Company through ownership of shares of the Company's Common Stock.
This Prospectus and the Registration Statement filed with the Securities
and Exchange Commission of which this prospectus is a part relates to shares
of Common Stock that may be issued under the Plan to persons who are not
employees of or consultants or advisors to the Company.
____________________
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
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS __________, 1996<PAGE>
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 1994 Equity Incentive Plan (the "Plan"). 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 such reference to such contract
or document. For further information regarding the Company and the Plan,
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. The Commission also maintains a
Web site on the World Wide Web at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. 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 year ended December 31, 1995;
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996;
3. 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 amendments or reports 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 made by this Prospectus 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.
DESCRIPTION OF THE 1994 EQUITY INCENTIVE PLAN
1. PURPOSE
The purpose of the 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. The
following description of the Plan is qualified by reference to the terms of
the Plan itself, a copy of which has been filed with the Commission as an
Exhibit to the Registration Statement of which this Prospectus is a part and
copies of which are available from Reebok International Ltd., 100 Technology
Center Drive, Stoughton, Massachusetts 02072, Attention: Office of Investor
Relations. Capitalized terms used in this Plan description, and not otherwise
defined, are used in this description as defined in the Plan.
2. ADMINISTRATION
The Plan is administered by the Compensation Committee (the "Committee")
of the Board of Directors of the Company (the "Board"). The Committee
determines the recipients of Awards, the times at which Awards are made and
the size and type or types of Awards to be made to each recipient and sets
forth in such Awards the terms, conditions and limitations applicable to them.
Awards may be made singly, in combination or in tandem. The Committee has
full and exclusive power to interpret the Plan, to adopt rules, regulations
and guidelines relating to the Plan, to grant waivers of the 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, are conclusive and binding on all parties.
3. EFFECTIVE DATE AND TERM OF PLAN
The Plan became effective on May 3, 1994 (the "Effective Date").
The Plan will terminate ten years after the Effective Date, subject to
earlier termination of the Plan by the Board. 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 is 7,000,000 and (ii) the maximum number of Shares of Stock
awarded to any Participant in any calendar year under the Plan is (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 an ISO (as defined in Section 7 below) is
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 is $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 will 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 will 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") are
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 is 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 granted under the
Plan (an "Option") is 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 may 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.
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 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 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 the 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 of
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 any Acquiring Person and
(ii) either was (A) a member of the Board of Directors of the Company on the
Effective Date 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 has the authority to make such amendments to any terms and
conditions applicable to outstanding Awards as are consistent with the Plan
provided that, except for adjustments under Section 12 hereof, no such action
modifies 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
The Plan replaced the Reebok International Ltd. 1985 Stock Option Plan,
the Reebok International Ltd. 1986 Stock Option Plan for Selected Individuals
and the Reebok International Ltd. 1987 Stock Bonus Plan which were terminated
and replaced as superseded by the Plan on the Effective Date.
19. MISCELLANEOUS
The Plan is governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts.
USE OF PROCEEDS
The Company has no basis for estimating either the number of shares of
Common Stock that will ultimately be issued pursuant to the Plan or the prices
at which such shares will be sold. The net proceeds from the sale of the
shares of Common Stock pursuant to the Plan will be used for general corporate
purposes.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
INTRODUCTION
The following discussion summarizes certain federal income tax
consequences of participation in the Plan and is based on the law as in effect
on the date of this Plan description. The summary does not address all
federal tax consequences, nor does it cover state, local or non-U.S. tax
consequences. Participants are urged to consult with their personal tax
advisors for a complete review of the tax issues that may be associated with
participation in the Plan.
STOCK OPTIONS
In general, neither the grant nor the exercise of an Option results in
any taxable income to a Participant. However, a Participant may have taxable
income upon exercise of an Option, and a Participant may have further tax
consequences upon disposition of any shares of Common Stock received upon the
exercise of an Option.
Upon exercise of a nonstatutory Option, a Participant will realize
"ordinary income" equal to the amount (the "Option Spread"), if any, by which
the then current value of the Common Stock purchased upon exercise of the
Option exceeds the option exercise price. If the Participant is an Employee,
this income -- like other wages -- is subject to tax withholding.
Any subsequent sale of Common Stock purchased under a non-statutory
Option may result in a capital gain or loss. Gain on a sale of Common Stock
with a holding period of more than one year is treated as "long term" gain
subject to a maximum federal income tax rate of 28%. If a Participant sells
the Common Stock at a loss, the Participant is generally entitled to claim a
capital loss, although the tax rules prohibit claiming a loss on so-called
"wash sales" and sales to certain related parties (for example, a family
member). The amount of gain or loss recognized on any sale will depend on a
Participant's tax basis in the Common Stock. If the option exercise price was
paid entirely in cash, tax basis is the amount of cash paid plus any
additional ordinary income realized in connection with the exercise (as, for
example, described in the preceding paragraph). If part or all of the
exercise price was paid by the Participant's surrendering previously-owned
shares of Common Stock, tax basis (and capital gains holding period) in the
surrendered shares carries over to an equivalent number of shares purchased
under the Option. Any additional shares purchased under the Option have a tax
basis equal to any cash paid plus any ordinary income realized in connection
with the exercise.
Different rules apply to ISOs. No ordinary income results upon exercise
of an ISO. However, exercise of an ISO increases alternative minimum taxable
in come ("AMTI") by an amount equal to the Option Spread. This increase may
give rise to an alternative minimum tax ("AMT") liability. Whether exercise
of an ISO gives rise to an AMT liability will turn on a number of factors,
including the size of the Option Spread relative to overall income. The rules
for determining AMT liability require computation of AMTI in excess of certain
exemption amounts, with certain adjustments. The AMT tax rate (at a maximum
rate of 28%) must then be applied. If the resulting tax amount is greater
than the tax computed under the ordinary method, a Participant owes the AMT.
If a Participant is required to pay the AMT by reason of exercising an ISO,
the Participant may be able to credit a portion of the AMT against regular tax
liability in subsequent years.
In addition, shares purchased under an ISO ("ISO shares") are subject to
special tax holding rules. If a Participant holds ISO shares for at least two
years from the date of the Option grant and at least one year after exercise,
any gain or loss recognized for tax purposes upon a subsequent sale of the
shares will be a long-term capital gain or loss. However, a disposition of
ISO shares within either of these special holding periods (a so-called
"disqualifying disposition") has the following consequences:
- A Participant will have ordinary income in the year of the
disposition. Normally, the measure of the amount of this income is the Option
Spread at the time the option was exercised. If the disposition was a sale
(other than to a related party), however, and if the Common Stock was sold for
less than what it was worth on the date that the ISO was exercised, the
ordinary income is limited to the gain on the sale, if any. The ordinary
income realized upon a disqualifying disposition of ISO shares is taxable but
is not subject to withholding.
- The Participant may have additional gain on the disposition. Any
additional gain will be treated as long-term capital gain if the shares have a
capital-gains holding period of more than one year; otherwise it will be
treated as short-term capital gain.
- In certain cases, a Participant may be treated as disposing of ISO
shares for purposes of the "disqualifying disposition" rules even though the
Participant has not sold the shares -- for example, if the Participant makes a
gift of the shares (other than to a spouse), or if the Participant uses them
to exercise another ISO within the one-year or two-year holding periods
described above.
- A "disqualifying disposition" of ISO shares that takes place in the
same year as the increase in AMTI attributable to the ISO exercise has the
effect of eliminating the AMTI adjustment.
An individual's tax basis in ISO shares (used in measuring any capital
gain or loss upon a sale or exchange) will depend on a number of factors. In
general, the rules for determining tax basis are similar to those described
above for nonstatutory options. However, because no taxable ordinary income
results upon exercise of an ISO, aggregate tax basis in ISO shares (except for
AMT calculation purposes) is generally limited to the amount of cash paid plus
tax basis in any shares surrendered as part of the purchase price. On the
other hand, tax basis in ISO shares that are disposed of in a "disqualifying
disposition" is increased by the amount of any ordinary income realized by
reason of that disposition.
NO DEALER, SALESPERSON OR 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. 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.
<PAGE>
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. All of
the amounts shown are estimates except the Securities and Exchange Commission
registration fee.
Amount
SEC registration fee . . . . . . . . . . . . . . . $26,212.12
Legal fees and expenses. . . . . . . . . . . . . . $ 5,000.00
Miscellaneous. . . . . . . . . . . . . . . . . . . $ 5,000.00
Total . . . . . . . . . . . . . . . . . . . . $36,212.12
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 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 of 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 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.
Item 16. EXHIBITS
Exhibit
Number Description of Exhibit
5.1 Opinion of Ropes & Gray with respect to the legality of the
securities being registered.
23.1 Consent of Ropes & Gray - included in Exhibit 5.1.
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney -- See signature page of this Registration
Statement.
Item 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, 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 the 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 the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
(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 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 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.
Insofar as indemnification for liabilities rising 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 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.
<PAGE>
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 16th day of December, 1996.
REEBOK INTERNATIONAL LTD.
By /s/ KENNETH WATCHMAKER
Name: Kenneth Watchmaker
Title: Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Reebok International Ltd.,
hereby severally constitute Kenneth I. Watchmaker, John B. Douglas III, Barry
Nagler 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.
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 16th day of December, 1996.
Signature Capacity
President, Chief Executive
Officer (Principal Executive
Officer) and Chairman of the
/s/ PAUL B. FIREMAN Board of Directors
Paul B. Fireman
Executive Vice President
and Chief Financial Officer
(Principal Financial and
/s/ KENNETH WATCHMAKER Accounting Officer)
Kenneth I. Watchmaker
/s/ PAUL R. DUNCAN Director
Paul R. Duncan
<PAGE>
/s/ WILLIAM F. GLAVIN Director
William F. Glavin
/s/ MANNIE L. JACKSON Director
Mannie L. Jackson
____________________ Director
Bertram M. Lee, Sr.
/s/ RICHARD G. LESSER Director
Richard G. Lesser
/s/ WILLIAM M. MARCUS Director
William M. Marcus
/s/ ROBERT MEERS Director
Robert Meers
/s/ GEOFFREY NUNES Director
Geoffrey Nunes
/s/ JOHN A. QUELCH Director
John A. Quelch
EXHIBIT INDEX
Exhibit Description Location
5.1 Opinion of Ropes & Gray Filed herewith
with respect to the
legality of the securities
being registered
23.1 Consent of Ropes & Gray- Exhibit 5.1
included in Exhibit 5.1
23.2 Consent of Ernst & Young LLP Filed herewith
24.1 Power of Attorney Signature Pages
0
December 13, 1996
Reebok International Ltd.
100 Technology Center Drive
Stoughton, Massachusetts 02072
Gentlemen:
This opinion is furnished to you in connection with a
registration statement on Form S-3 (the "Registration
Statement"), filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended,
for the registration of 2,000,000 shares of Common Stock, $0.01
par value (the "Shares"), of Reebok International Ltd., a
Massachusetts corporation (the "Company"). The Shares are to be
issued and sold from time to time under the Company's 1994 Equity
Incentive Plan (the "Plan") to persons who are not employees of
or consultants or advisors to the Company.
We have acted as counsel for the Company in connection with
the registration of the Shares. For purposes of our records, 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 that, when issued and sold
by the Company pursuant to the Plan, they will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as part of
the Registration Statement.
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,
/s/ ROPES & GRAY
Ropes & Gray
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-3) and related Prospectus of Reebok
International Ltd. for the registration of 2,000,000 shares of
its common stock of our report dated January 31, 1996, with
respect to the consolidated financial statements and schedule of
Reebok International Ltd. included in its Annual Report (Form
10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
/s/ ERNST & YOUNG LLP
Boston, Massachusetts
December 11, 1996
