Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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)
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Stock Option Agreement dated August 26, 1998
between Carl J. Yankowski and Reebok International Ltd.
(Full title of the plan)
Barry Nagler, Esq.
Reebok International Ltd.
100 Technology Center Drive
Stoughton, Massachusetts 02072
(Name and address of agent for service)
781-401-5000
(Telephone number, including area code, of agent for service)
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Calculation of Registration Fee
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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 250,000 shares $17.125 $4,281,250 $1,191
$.01 par value,
together with
related Common Stock
Purchase Rights
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Index to Exhibits at page 9
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents
sent or given to the participant pursuant to Rule 428(b)(1) of the Securities
Act of 1933, as amended.
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, 1997, 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 Registrant'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 Registrant'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 Registrant as
Assistant General Counsel. Ms. Ingerman currently holds options for 9,040 shares
granted under the Registrant'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 less than 1,000 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
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
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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.
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Item 8. Exhibits.
Exhibit No. Description of Exhibit
4.1 Restated Articles of Organization of the Registrant, as
amended (incorporated herein by reference to the Registrant's
Form 10-K dated March 30, 1987 and to the Registrant's
Registration Statement No. 11-13370).
4.2 By-Laws, as amended (incorporated herein by reference to the
Registrant's Form 10-K dated March 30, 1989, Form 10-K dated
March 26, 1990, Form 10-K dated March 28, 1991 and Form 10-K
dated March 25, 1998).
4.3 Common Stock Rights Agreement dated as of June 14, 1990
between the Registrant and The First National Bank of Boston,
as Rights Agent, as amended (incorporated herein by reference
to the Registrant's Form 8-A filed on July 31, 1990 and Form 8
Amendments to Registration Statement on Form 8-A filed on
April 4, 1991 and December 13, 1991).
4.4 Stock Option Agreement dated August 26, 1998 between Carl
Yankowski and the Registrant.
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
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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
13th day of November, 1998.
REEBOK INTERNATIONAL LTD.
By: /s/ KENNETH WATCHMAKER
Kenneth Watchmaker
Executive Vice President
and Chief Financial Officer
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POWER OF ATTORNEY
We the undersigned officers and directors of Reebok International Ltd.,
hereby severally constitute Kenneth Watchmaker, 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 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 13th day of November, 1998.
/s/ PAUL B. FIREMAN President and Chief Executive
Paul B. Fireman Officer, Chairman of the
Board of Directors (Principal
Executive Officer)
/s/ KENNETH WATCHMAKER Executive Vice President and Chief
Kenneth Watchmaker Financial Officer (Principal
Financial and Accounting Officer)
/s/ CARL J. YANKOWSKI Executive Vice President and
Carl J. Yankowski President and Chief Executive
Officer, Reebok Brands Division
and Director
/s/ PAUL R. DUNCAN Executive Vice President and
Paul R. Duncan Director
/s/ M. KATHERINE DWYER Director
M. Katherine Dwyer
/s/ WILLIAM F. GLAVIN Director
William F. Glavin
/s/ MANNIE L. JACKSON Director
Mannie L. Jackson
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/s/ RICHARD G. LESSER Director
Richard G. Lesser
/s/ GEOFFREY NUNES Director
Geoffrey Nunes
/s/ THOMAS M. RYAN Director
Thomas M. Ryan
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EXHIBIT INDEX
Exhibit No. Description of Exhibit Page
4.1 Restated Articles of Organization Incorporated by reference
of the Registrant, as amended.
4.2 By-Laws, as amended. Incorporated by reference
4.3 Common Stock Rights Agreement dated
as of June 14, 1990 between the
Registrant and The First National Bank
of Boston, as Rights Agent, as
amended. Incorporated by reference
4.4 Stock Option Agreement dated August 26,
1998 between Carl Yankowski and the
Registrant. Filed herewith
5.1 Opinion of Counsel. Filed herewith
23.1 Consent of Ernst & Young. Filed herewith
24.1 Power of Attorney. See signature pages
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EXHIBIT 4.4
REEBOK INTERNATIONAL LTD.
Non-Statutory Stock Option
Stock Option granted by Reebok International Ltd., a Massachusetts
corporation (the "Company"), to Carl J. Yankowski, an employee of the Company or
its subsidiaries (the "Employee"), pursuant to the letter agreement between
Employee and the Company dated September 8, 1998 (the "Employment Agreement").
1. Grant of Option. This certificate evidences the grant by the Company
on August 26, 1998 to the Employee of an option to purchase, in whole or in
part, on the terms herein provided, a total of 250,000 Shares (the "Shares") of
Common Stock of the Company at $17.125 per Share. The final exercise date of
this option is August 26, 2008 (the "Final Exercise Date"). It is intended that
the option evidenced by this certificate shall be a non-statutory option.
This option is exercisable in the following installments on or prior to
the Final Exercise Date:
100,000 Shares on and after September 8, 2000;
50,000 Shares on and after September 8, 2001;
50,000 Shares on and after September 8, 2002;
50,000 Shares on and after September 7, 2003.
This option (a) may not be exercised to any extent after the Final
Exercise Date, but (b) may be exercised whether or not there is outstanding
(within the meaning of Section 422A(C)(7) of the Internal Revenue Code of 1986,
as amended from time to time) any incentive stock option which was granted to
the Employee prior to the date hereof to purchase stock of the Company or of a
corporation which on the date hereof is a parent or a subsidiary of the Company
or is a predecessor corporation of any such corporation.
Although this option is not granted under the Company's 1994 Equity
Incentive Plan (the "Plan"), it shall, other than with respect to the share
limitations set forth therein, be governed by, and Employee shall be entitled to
the protections afforded by, the terms of such Plan as if the same were fully
set forth herein.
2. Exercise of Option. Each election to exercise this option shall be
in writing, signed by the Employee or by his executor or administrator or the
person or persons to whom this option is transferred by will or the applicable
laws of descent and distribution, or the person or persons appointed to legally
represent the Employee if he is incapacitated (the "Legal Representative"), and
received by the Company at its principal office, accompanied by this
certificate, and payment in full for the number of Shares for which the option
is exercised. Payment of the purchase price may be made by delivery of cash,
certified check, bank draft, or money order payable to the order of the Company
or by delivery of a properly executed notice with an undertaking by a broker to
deliver promptly to the Company the amount of sale or loan proceeds to pay the
exercise price and required tax withholding amounts. The Compensation Committee
of the Board of Directors of the Company (the "Committee") or its designees may,
in their sole discretion, permit other methods of payment.
In the event that this option is exercised by a Legal Representative,
the Company is under no obligation to deliver Shares hereunder unless and until
the Company is satisfied as to the authority of the person or persons exercising
this option.
3. Withholding. No Shares will be transferred pursuant to the exercise
of this option unless and until the person exercising this option remits to the
Company an amount sufficient to satisfy any federal, state or local withholding
tax requirements (including, without limitation, any amount required under
FICA), or makes other arrangements satisfactory to the Company with regard to
such taxes. The Committee or its designees may, in their discretion, permit the
Company's withholding liability with respect to any option to be satisfied by
delivery of Stock with a fair market value equal to such liability or by
withholding from Stock delivered on exercise of the option, Shares whose fair
market value is equal to the amount of such liability.
4. Nontransferability of Option. This option is not transferable by the
Employee other than by will or the laws of descent and distribution, and is
exercisable during the Employee's lifetime only by the Employee. Notwithstanding
the foregoing, if the Employee is incapacitated, the Legal Representative of the
Employee may exercise this option provided that the Company is satisfied as to
the authority of such Legal Representative.
5. Death, Disability or Retirement. If the Employee's employment with
the Company and its subsidiaries is terminated as a result of the Employee's
total and permanent disability (as hereinafter defined), or by reason of death,
this option shall become immediately exercisable in its entirety by the Employee
or his Legal Representative at any time within the three-year period ending with
the third anniversary of the date of such termination (except that in no event
may this option be exercised after the Final Exercise Date). Total and permanent
disability shall mean that the Employee is determined by the Company to be
totally and permanently disabled as that term is defined by the U.S. Social
Security Administration.
In the event the Employee terminates his employment with the Company
and its subsidiaries because of the Employee's retirement, all installments of
this option to purchase Shares that are exercisable on the date of such
termination will continue to be exercisable for a period of three years from the
date of termination (except that in no event may this option be exercised after
the Final Exercise Date) and, except as provided elsewhere herein, all
installments of this option which are not then exercisable will terminate. For
purposes herein, retirement shall mean the Employee's voluntary termination of
his employment with the Company or its subsidiaries (i) at or after age 62 or
(ii) at or after age 55, but before age 62, and after completing ten years of
continuous employment with the Company or its subsidiaries.
6. Termination Pursuant to Sections 10B or 10G of Employment Agreement.
If the Employee's employment with the Company and its subsidiaries terminates
pursuant to the provisions of Section 10B or 10G of the Employment Agreement,
this option shall, as of the date of such termination, become immediately
exercisable in its entirety by the Employee or his Legal Representative at any
time within ninety days of the date of such termination (except that in no event
may this option be exercised after the Final Exercise Date).
7. Other Termination of Employment. Except as provided in Section 6
above, if the Employee's employment with the Company and its subsidiaries
terminates for any reason other than death, total and permanent disability or
retirement, the permitted period for vesting and exercise of the vested and
unvested installments of this option shall be governed by the policies of the
Committee in effect as of the grant date of the option (the "Post Termination
Period") (except that in no event may this option be exercised after the Final
Exercise Date). After completion of the Post Termination Period, all
installments of this option shall terminate to the extent not previously
exercised, expired or terminated. For purposes herein, employment shall not be
considered terminated (i) in the case of sick leave or other bona fide leave of
absence approved for purposes of the Plan by the Committee, so long as the
Employee's right to reemployment is guaranteed either by statute or by contract,
or (ii) in the case of a transfer of employment between the Company and a
subsidiary or between subsidiaries, or to the employment of a corporation (or a
parent or subsidiary corporation of such corporation) issuing or assuming this
option in a transaction to which section 425(a) of the Code applies.
8. 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 Shares of the Company's Common Stock (such merger, consolidation,
sale or other transaction being hereinafter referred to as a "Transaction"),
this option shall become immediately exercisable. Upon consummation of the
Transaction, this option 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 the Common 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 Employee holding outstanding options replacement
Awards (as defined in the Plan) 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.
9. 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 date of grant of this option, the Committee will make any appropriate
adjustments to the maximum number of Shares that may be delivered under this
option.
(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 Common
Stock then outstanding under this option, the exercise price relating to this
option and any other provision of this option 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.
10. Rights as a Stockholder. The receipt of this option will not give
the Employee rights as a stockholder; the Employee will obtain such rights upon
actual receipt of Shares.
11. Conditions on Delivery of Stock. The Company will not be obligated
to deliver any Shares pursuant to this option or to remove any restrictions or
legends from Shares previously delivered under this option 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 this
Option, 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.
12. Authorized Shares. The Company agrees to take all necessary and
appropriate steps to ensure that there are at all times sufficient shares of
capital stock available for issuance upon exercise of this option.
IN WITNESS WHEREOF, the Company has caused this option to be executed
under its corporate seal by its duly authorized officer. This option shall take
effect as a sealed instrument.
REEBOK INTERNATIONAL LTD.
By: /s/ BARRY NAGLER
Barry Nagler
Senior Vice President and General Counsel
Dated: August 26, 1998
EXHIBIT 5.1
November 13, 1998
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 250,000 additional 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 Stock Option Agreement dated August 26, 1998 between Carl J.
Yankowski and the Company (the "Plan").
I am Assistant General 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 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
Assistant General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the registration of 250,000 shares of common stock for
the Stock Option Agreement dated August 26, 1998 between Carl Yankowski and
Reebok International Ltd. of Reebok International Ltd., of our reports dated
February 2, 1998, with respect to the consolidated financial statements of
Reebok International Ltd. incorporated by reference in its Annual Report (Form
10-K) for the year ended December 31, 1997, and the related financial statement
schedule included therein, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Boston, Massachusetts
November 11, 1998
