Registration No. 33-_______
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
JOHNSON WORLDWIDE ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1536083
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
222 Main Street 53403
Racine, Wisconsin (Zip Code)
(Address of principal
executive offices)
Johnson Worldwide Associates, Inc. 1987 Employees' Stock
Purchase Plan
(Full title of the plan)
John D. Crabb Copy to:
President and Chief Operating
Officer Benjamin F. Garmer, III
Johnson Worldwide Associates, Foley & Lardner
Inc. 777 East Wisconsin Avenue
222 Main Street Milwaukee, Wisconsin 53202
Racine, Wisconsin 53403
(Name, address and telephone
number, including area code, of agent
for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities Amount Offering Aggregate Registrat
to be to be Price Offering ion
Registered Registered Per Share Price Fee
Class A
Common 90,000 $23.8125(1) $2,143,125(1) $738.95
Stock, shares
$.05 par
value
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on
the average of the high and low prices of the Class A Common Stock as
reported by the Nasdaq National Market on July 29, 1994.
_________________________________
The Prospectus relating to this Registration Statement also
relates to Registration Statement No. 33-19805 and is being filed under
Rule 429.
Page 1 of __ Pages
The Exhibit Index is on page __ of the sequentially numbered pages.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by Johnson
Worldwide Associates, Inc. (the "Company") with the Commission and are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
October 1, 1993, which includes certified financial statements as of and
for the year ended October 1, 1993.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since October 1, 1993.
(c) The description of the Company's capital stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, filed
September 25, 1987 with the Securities and Exchange Commission, and any
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
filing of this Registration Statement and prior to such time as the
Company files a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby 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 a 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his duties to
the Company and such breach or failure constituted: (a) a willful failure
to deal fairly with the Company or its shareholders in connection with a
matter in which the director or officer had a material conflict of
interest; (b) a violation of the criminal law unless the director or
officer had reasonable cause to believe his or her conduct was lawful or
had no reasonable cause to believe his or her conduct was unlawful; (c) a
transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. It should be noted that the
Wisconsin Business Corporation Law specifically states that it is the
public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Company are not subject to personal liability to the Company, its
shareholders or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their
status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled.
In 1987, the Company entered into individual indemnity
agreements with certain of its directors and officers. Such agreements
generally expand the indemnification rights of such directors and officers
beyond the current provisions of the Wisconsin Business Corporation Law
and Article Ten of the Company's By-Laws. Generally, the agreements state
that the director or officer who is a party thereto shall be indemnified
against expenses, amounts paid in settlement and judgments, fines,
penalties and/or other amounts incurred with respect to any threatened,
pending or completed proceeding (including, without limitation,
proceedings brought under and/or predicated upon the Securities Act of
1933 and/or the Securities Exchange Act of 1934); provided that such
indemnification is not available with respect to (i) acts or omissions to
act of such director or officer finally adjudicated to have been in bad
faith or to involve intentional misconduct or knowing violation of law;
(ii) the recovery of remuneration paid to or other personal benefits
received by such director or officer from the Company or its affiliates,
the receipt of which shall be finally adjudicated to have been in
violation of applicable law; or (iii) the recovery of profits pursuant to
Section 16(b) of the Securities Exchange Act of 1934 made by such officer
or director from a purchase and sale of securities of the Company. In
addition, the Company is not liable for indemnification of settlement
amounts unless it has consented in writing to such settlement.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4) Johnson Worldwide Associates, Inc. 1987 Employees'
Stock Purchase Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG Peat Marwick
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this
Registration Statement)
Item 9. Undertakings.
(a) 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 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.
(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 herein, 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.
(b) 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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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.
<PAGE>
SIGNATURES
The Registrant. 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 Racine, and
State of Wisconsin, on this 20th day of July, 1994.
JOHNSON WORLDWIDE ASSOCIATES,
INC.
By: /s/ John D. Crabb
John D. Crabb
President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints John D. Crabb and Robert L. Inslee,
and each of them individually, his or her true and lawful attorney-in-fact
and agent, with full power of substitution and revocation, for him or her
and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, may lawfully do or cause to be done by
virtue hereof.
<PAGE>
Signature Title Date
/s/ John D. Crabb President, Chief July 20, 1994
John D. Cragg Executive Officer and
Director (Principal
Executive Officer)
/s/ John G. Cahill Vice President, Chief July 19, 1994
John G. Cahill Financial Officer,
Secretary and Treasurer
(Chief Financial Officer
and Principal Accounting
Officer)
/s/ Samuel C. Johnson Director July 22, 1994
Samuel C. Johnson
/s/ Raymond F. Farley Director July 25, 1994
Raymond F. Farley
/s/ Thomas F. Pyle, Jr. Director July 21, 1994
Thomas F. Pyle, Jr.
/s/ Donald W. Brinckman Director July 27, 1994
Donald W. Brinckman
/s/ Helen P. Johnson-Leipold Director July 22, 1994
Helen P. Johnson-Leipold
<PAGE>
EXHIBIT INDEX
JOHNSON WORLDWIDE ASSOCIATES, INC.
1987 EMPLOYEES' STOCK PURCHASE PLAN
Page Number in
Sequentially
Numbered
Registration
Exhibit No. Exhibit Statement
(4) Johnson Worldwide Associates,
Inc. 1987 Employees' Stock
Purchase Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG Peat Marwick
(23.2) Consent of Foley & Lardner __
(contained in Exhibit 5 hereto)
(24) Power of Attorney relating to __
subsequent amendments (included
on the signature page to this
Registration Statement)
Exhibit 5
August 2, 1994
Johnson Worldwide Associates, Inc.
222 Main Street
Racine, Wisconsin 53403
Ladies and Gentlemen:
We have acted as counsel for Johnson Worldwide Associates, Inc.,
a Wisconsin corporation (the "Company"), in connection with the
preparation of a Form S-8 Registration Statement (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), relating to 90,000 shares of the Company's Class A Common Stock,
$.05 par value per share (the "Class A Common Stock"), that may be issued
pursuant to the Johnson Worldwide Associates, Inc. 1987 Employees' Stock
Purchase Plan (the "Plan").
In this regard, we have examined: (a) the Plan; (b) signed
copies of the Registration Statement; (c) the Company's Articles of
Incorporation and Bylaws, as amended to date; (d) resolutions of the
Company's Board of Directors relating to the Plan; and (e) such other
documents and records as we have deemed necessary to enable us to render
this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. The shares of Class A Common Stock, when issued by the
Company in the manner contemplated in the Plan, will be validly issued,
fully paid and nonassessable, except as otherwise provided by
Section 180.0622(2)(b) of the Wisconsin Statutes.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we
are "experts" within the meaning of Section 11 of the Securities Act or
within the category of persons whose consent is required by Section 7 of
said Act.
Very truly yours,
FOLEY & LARDNER
EXHIBIT 4
JOHNSON WORLDWIDE ASSOCIATES, INC.
1987 EMPLOYEES' STOCK PURCHASE PLAN
1. Purpose.
The Johnson Worldwide Associates, Inc. 1987 Employees' Stock Purchase Plan
(the "Plan") has been established by Johnson Worldwide Associates, Inc., a
Wisconsin corporation (the "Company"), to allow employees of the Company
and its subsidiaries to purchase shares of Class A Common Stock of the
Company ("Company Shares") and thereby share in the ownership of the
Company. The Plan is intended to comply with the requirements of Section
423 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Company Shares Available for Purchase.
Subject to adjustment, in accordance with Paragraph 13, the maximum number
of Company Shares which may be purchased pursuant to the Plan shall be
150,000. Company Shares issued under the Plan may be authorized and
unissued shares or treasury shares of the Company.
3. Administration.
The Plan shall be administered by a committee of the Board of Directors of
the Company consisting of not less than two (2) directors appointed for
such purpose (the "Compensation Committee"). The members of the
Compensation Committee shall not, during the one-year period preceding
their appointment to the Compensation Committee or during such service,
have been granted or awarded any equity securities, purchase rights or
options pursuant to the Plan or any other plan of the Company or its
subsidiaries, except as otherwise permitted for "disinterested persons"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934
or any successor provision. A majority of the members of the Compensation
Committee shall constitute a quorum. All determinations of the
Compensation Committee shall be made by at least a majority of its
members. Any decision or determination reduced to writing and signed by
all of the members of the Compensation Committee shall be fully as
effective as it if had been made by a unanimous vote at a meeting duly
called and held.
In accordance with the provisions of the Plan, the Compensation Committee
shall establish such terms and conditions for the grants of purchase
rights as the Compensation Committee may deem necessary or advisable,
adopt such rules or regulations which may become necessary or advisable
for the operation of the Plan, and make such determinations, and take such
other actions, as are expressly authorized or contemplated in the Plan or
as may be required for the proper administration of the Plan in accordance
with its terms. The Compensation Committee, in its discretion, may
appoint an individual (the "Plan Administrator") to assist the
Compensation Committee in corresponding with employees, with record
keeping and in performing other administerial type functions in connection
with the Plan; provided, however, that the Plan Administrator shall
exercise no discretion with respect to the interpretation of the Plan or
the of rights to purchase Company Shares pursuant to the Plan. The
interpretation of any provision of the Plan by the Compensation Committee
and any determination on the matters referred to in this paragraph shall
be final.
4. Eligibility.
From time to time the Compensation Committee shall designate from the
group consisting of the Company, its parent and subsidiary corporations
(which may include corporations having become a parent or subsidiary of
the Company after the effective date of the Plan), the corporations whose
employees may participate in the Plan (a "Designated Corporation"). On
any date as of which a determination of eligibility is made, the term
"Eligible Employee" shall mean a "full-time" employee of a Designated
Corporation who is of legal age for the purpose of executing a binding
contract not subject to disaffirmance in the state of his residence, other
than a "highly compensated employee" who has been granted or awarded a
stock option, stock appreciation right or stock award under the Johnson
Worldwide Associates, Inc. 1994 Long-Term Stock Incentive Plan. For
purposes of the Plan, (a) "full-time" employee of a Designated Corporation
means an employee thereof who customarily works at least 20 hours per week
and more than five months per calendar year, (b) "subsidiary" and "parent"
have the meanings given such terms in Section 425 of the Code, and (c)
"highly compensated employee" has the meaning given to such term in
Section 414(q) of the Code.
5. Grant of Purchase Rights.
In the discretion of the Compensation Committee, each calendar year, or
more frequently if deemed appropriate, beginning on such date as the
Committee may specify (the "Grant Date"), each employee who is then an
Eligible Employee of a Designated Corporation shall automatically be
granted the right to purchase a maximum of 250 Company Shares. In its
discretion, the Compensation Committee may change the maximum number of
Company Shares available for purchase by each Eligible Employee; provided
that the maximum number of shares available for purchase shall be the same
for all Eligible Employees and all Eligible Employees shall have the same
rights and privileges with respect to the purchase of Company Shares under
the Plan. However, nothing contained herein shall require the
Compensation Committee to cause any purchase rights to be granted
hereunder during any calendar year and the Compensation Committee may, in
connection with any grant of rights, specify the maximum number of Company
Shares in the aggregate available for purchase by all Eligible Employees
during any Purchase Period (the "Maximum Number of Purchase Period Company
Shares").
Each purchase right shall be exercisable during the 30-day period
following the Grant Date (such period is hereinafter referred to as the
"Purchase Period"), subject to the limitations provided in paragraphs 2
and 8. In the event the Compensation Committee decides to cause any
purchase rights to be granted under the Plan, the Company shall send to
each Eligible Employee a written notice specifying the Grant Date and the
terms and conditions of the right, including the purchase price per share
of Company Shares subject to such right. No Company Shares may be issued
pursuant to the exercise of purchase rights after the maximum number of
Company Shares provided for in paragraph 2 has been purchased. Each
purchase right granted pursuant to this paragraph 3 shall expire at 12:00
P.M., 30 days after the Grant Date.
6. Exercise of Purchase Rights.
Subject to the limitations elsewhere in the Plan, including the
limitations on exercise set forth in paragraph 8, employees may exercise
their rights to purchase Company Shares granted under the Plan, in whole,
or in part, at any time during the Purchase Period; provided, however,
that no employee shall be entitled to exercise his purchase rights for
less than the Applicable Minimum Number, as defined below, of Company
Shares. Employees wishing to exercise their rights to purchase Company
Shares granted under the Plan shall make applications on forms prescribed
by the Compensation Committee, which forms shall be deemed to include the
full terms and conditions of the Plan. Each application to purchase
Company Shares shall be accompanied by payment in full to the Company, in
cash or its equivalent, of the purchase price for such Company Shares. An
application on the prescribed form, properly completed and accompanied by
the required payment, shall be deemed to be accepted as of the last day of
the Purchase Period, subject to adjustment in the number of Company Shares
which may be purchased by the Eligible Employee as provided for pursuant
to this paragraph 6. Notwithstanding the foregoing, no application shall
be accepted unless received by the Plan Administrator or postmarked, if
delivered by mail, on or before the last day of the Purchase Period. For
purposes of this paragraph 6, the "Applicable Minimum Number" of Company
Shares which may be purchased during a Purchase Period shall be such
number of shares as the Compensation Committee, in its discretion, may
determine.
If applications to purchase a number of Company Shares in excess of the
Maximum Number of Purchase Period Company Shares are received by the Plan
Administrator, each employee properly exercising purchase rights during
such Purchase Period shall be entitled to purchase the number of Company
Shares determined by the sum of:
(a) the Applicable Minimum Number of Company Shares; and
(b) a pro rata portion of the Company Shares available after
satisfying each employee's minimum purchase rights based on the
number of shares with respect to which such employee has exercised
his purchase rights and the aggregate number of shares with respect
to which all employees have exercised purchase rights during the
Purchase Period.
Notwithstanding any other provisions in this paragraph 6, the Compensation
Committee may adjust the number of Company Shares which may be purchased
by an employee according to such non-discriminatory rules and regulations
as the Compensation Committee may establish.
7. Purchase Price.
The purchase price per share of each purchase right granted under the Plan
shall be the lesser of (a) 85% of the fair market value, as determined by
the Compensation Committee, of a Company Share on the Grant Date and (b)
85% of the fair market value, as determined by the Compensation Committee,
of a Company Share at the end of the Purchase Period. Unless otherwise
determined by the Compensation Committee, the fair market value of a
Company Share on the Grant Date shall be the closing price of a Company
Share in the over-the-counter market on the trading date preceding the
specified date, as reported by NASDAQ (or if such day is a day for which
no closing price for a Company Share is so set forth, the next preceding
day for which a closing price is so set forth). Notwithstanding the
foregoing, the purchase price per share of a Company Share shall in no
event be less than the par value of a Company Share.
8. Individual Limitation.
No employee shall be granted the right to purchase any Company Shares
hereunder if such employee would own, directly or indirectly, stock
possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company or any subsidiary or any parent of the
Company. For purposes of this 5% limitation, an employee will be
considered as owning all stock which the employee may purchase under any
outstanding right or option, regardless of the characterization and
treatment of such right or option under the Code, and a right or option
will be considered outstanding even though under its terms it may be
exercised only in installments or only after the expiration of a fixed
period of time. An employee will be considered as owning stock
attributable to him pursuant to Section 425(d) of the Code. Moreover, no
employee may be granted a right to purchase Company Shares under the Plan
which permits such employee's rights to purchase stock under the Plan and
all employee stock purchase plans (as defined in Section 423 of the Code)
of the Company and its parent and subsidiary corporations to accrue at a
rate which exceeds $25,000 of the fair market value of such stock
(determined at the time such right is granted) for each calendar year in
which such right is outstanding at any time. The right to purchase
Company Shares shall be deemed to accrue when the right or option (or any
part thereof) first becomes exercisable during the calendar year.
9. Limitations on Exercise of Purchase Rights.
Purchase rights granted under the Plan shall not become exercisable until
such time as the Company Shares which may be issued pursuant to the Plan
(i) have been registered under the Securities Act of 1933, as amended (the
"Act"), and any applicable state and foreign securities laws; or (ii) in
the opinion of the Company's counsel, may be issued pursuant to an
exemption from registration under the Act and in compliance with any
applicable state and foreign securities laws.
10. Stock Certificates.
Certificates covering the Company Shares purchased under the Plan shall be
issued as soon as reasonably practicable after the last day of the
Purchase Period. The Company will pay all stamp taxes and the like, and
all fees, in connection with such issue.
11. Nontransferability of Purchase Rights.
An employee's right to exercise purchase rights under the Plan shall not
be transferable by such employee and may be exercised only by the
employee. An employee's right to exercise purchase rights may not be
sold, transferred, pledged, assigned or otherwise alienated or
hypothecated.
12. Termination of Employment.
In the event of termination of employment of an employee, whether on
account of death, discharge, resignation or any other reason, all rights
of the employee to exercise purchase rights under the Plan shall
terminate.
13. Adjustments.
In order to prevent dilution or enlargement of purchase rights, in the
event of reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation or other change in Company
Shares, the Compensation Committee shall make appropriate changes in the
number of Company Shares which may be purchased pursuant to the Plan, and
the number of Company Shares covered by, and the purchase price under,
each outstanding purchase right, and such other changes in the Plan and
outstanding purchase rights as the Compensation Committee may deem
appropriate under the circumstances. No rights to purchase a fractional
Company Share shall result from any such change.
14. Restrictions on Stock Transferability.
The Compensation Committee shall impose such non-discriminatory
restrictions on the transfer of any shares of stock acquired pursuant to
the exercise of a purchase right under the Plan as it may deem advisable,
including, without limitation, restrictions under applicable Federal
securities law, under the requirements of any stock exchange upon which
such shares of stock are then listed, if any, and under any state and
foreign securities laws applicable to such shares.
15. Amendment/Termination.
The Board of Directors may amend or terminate the Plan at any time, but
any such amendment or termination (other than an adjustment contemplated
by paragraph 13) shall not affect purchase rights outstanding at the time
thereof; provided, however, that the Board of Directors may not, without
the approval of the shareholders of the Company, amend the Plan to (i)
increase the maximum number of Company Shares which may be purchased
pursuant to the Plan (except as provided in paragraph 13); (ii) modify the
requirements as to eligibility for participation in the Plan; (iii) change
the class of corporations whose employees will be granted purchase rights
under the Plan; or (iv) materially increase the benefits to participants
under the Plan.
16. Applicable Law.
The Plan shall, to the extent not inconsistent with applicable federal
law, be construed under the laws of the State of Wisconsin.
17. Effective Date.
The Plan shall become effective as of the date of its adoption by the
Board of Directors of the Company, subject to approval of the Plan by the
shareholders within twelve months of such effective date. Purchase rights
may be granted prior to such approval, provided that such purchase rights
shall be subject to such approval and shall not be exercised until after
such approval.
December 2, 1993
EXHIBIT 23.1
The Board of Directors
Johnson Worldwide Associates, Inc.:
We consent to incorporation by reference in the registration
statement on Form S-8 of Johnson Worldwide Associates, Inc. of our reports
dated November 11, 1993, relating to the consolidated balance sheets of
Johnson Worldwide Associates, Inc. and subsidiaries as of October 1, 1993
and October 2, 1992 and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years in the three-
year period ended October 1, 1993, and all related schedules, which
reports are incorporated by reference or appear in the October 1,1993
annual report on Form 10-K of Johnson Worldwide Associates, Inc.
KPMG PEAT MARWICK
Milwaukee, Wisconsin
August 1, 1994
