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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1994 Equity Incentive Plan
(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 4,500,000 $17.7813* $80,015,850 $22,245
$.01 par value, shares
together with
related Common Stock
Purchase Rights
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* 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 November 6, 1998.
Index to Exhibits at Page 6
1
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The contents of the Registration Statements on Form S-8 (File Nos. 33-6989,
33-15729, 33-53954, No. 33-15089 and 33-53523 and on Form S-3 File Nos. 33-32664
and 333-17955) previously filed with the Securities and Exchange Commission are
hereby incorporated by reference in this Registration Statement. This
Registration Statement is being filed for the sole purpose of increasing the
number of shares registered under the Reebok International Ltd. 1994 Equity
Incentive Plan, as amended, by 4,500,000 shares.
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 1994 Equity Incentive Plan, as amended (incorporated herein by
reference to the Registrant's Form 10-K dated March 27, 1997
and Form 10-Q for the quarter ended June 30, 1997).
5.1 Opinion of Counsel.
23.1 Consent of Ernst & Young.
24.1 Power of Attorney (see signature pages).
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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
/s/ RICHARD G. LESSER Director
Richard G. Lesser
4
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/s/ GEOFFREY NUNES Director
Geoffrey Nunes
/s/ THOMAS M. RYAN Director
Thomas M. Ryan
5
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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 1994 Equity Incentive Plan, Incorporated by reference
as amended
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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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 4,500,000 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 Company's 1994 Equity Incentive Plan (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 (in
addition to other shares of Common Stock covered by the Registration Statements
incorporated by reference into this Registration Statement) 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 4,500,000 shares of common stock for
the 1994 Equity Incentive Plan 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
