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 of (I.R.S. Employer
incorporation or organization) Identification No.)
1326 Willow Road 53177
Sturtevant, Wisconsin (Zip Code)
(Address of principal executive
offices)
Johnson Worldwide Associates, Inc. 1994 Long-Term Stock Incentive Plan
(Full title of the plan)
John D. Crabb Copy to:
President and Chief Executive Officer
Johnson Worldwide Associates, Inc. Benjamin F. Garmer, III
1326 Willow Road Foley & Lardner
Sturtevant, Wisconsin 53177 777 East Wisconsin Avenue
(Name, address and telephone number, Milwaukee, Wisconsin 53202
including area code, of agent for
service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
Class A
Common Stock, 650,000 $20.75(1) $13,487,500(1) $4,650.49
$.05 par shares
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 May 9, 1995.
_________________________________
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
September 30, 1994, which includes certified financial statements as of
and for the year ended September 30, 1994.
(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 September 30, 1994.
(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. 1994 Long-Term
Stock Incentive Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG Peat Marwick LLP
(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 3rd day of May, 1995.
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, Robert L. Inslee and
Carl G. Schmidt, 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 May 3, 1995
John D. Crabb Executive Officer and
Director (Principal
Executive Officer)
/s/ Carl G. Schmidt Vice President, Secretary May 3, 1995
Carl G. Schmidt and Treasurer (Chief
Financial Officer and
Principal Accounting
Officer)
/s/ Samuel C. Johnson Director May 3, 1995
Samuel C. Johnson
/s/ Raymond F. Farley Director May 3, 1995
Raymond F. Farley
/s/ Thomas F. Pyle, Director May 3, 1995
Jr.
Thomas F. Pyle, Jr.
/s/ Donald W. Director May 3, 1995
Brinckman
Donald W. Brinckman
/s/ Helen P. Johnson- Director May 3, 1995
Leipold
Helen P. Johnson-
Leipold
<PAGE>
EXHIBIT INDEX
JOHNSON WORLDWIDE ASSOCIATES, INC.
1994 LONG-TERM STOCK INCENTIVE PLAN
Page Number in
Sequentially
Numbered
Registration
Exhibit No. Exhibit Statement
(4) Johnson Worldwide Associates,
Inc. 1994 Long-Term Stock
Incentive Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG Peat Marwick LLP
(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 4
Johnson Worldwide Associates, Inc.
1994 Long-Term Stock Incentive Plan
Section 1: Purpose
The purpose of the Johnson Worldwide Associates, Inc. 1994 Long-Term Stock
Incentive Plan (the "Plan") is to enhance the ability of Johnson Worldwide
Associates, Inc. (the "Company") and its Affiliates (as defined below) to
attract and retain key employees who will make substantial contributions
to the Company's long-term business growth and to provide meaningful
incentives to such key employees which are more directly linked to the
profitability of the Company's businesses and increases in shareholder
value. In addition, the Plan is designed to encourage and provide
opportunities for stock ownership by such employees which will increase
their proprietary interest in the Company and, consequently, their
identification with the interests of the shareholders of the Company.
Section 2: Definitions
As used in the Plan, the following terms have the respective meanings set
forth below:
(a) Affiliate means any entity that, directly or through one or more
intermediaries, is controlled by, controls or is under common control
with the Company or any entity in which the Company has a significant
equity interest as determined by the Committee.
(b) Award means any Stock Option, Stock Appreciation Right or Stock Award
granted under the Plan.
(c) Board means the Board of Directors of the Company.
(d) Code means the Internal Revenue Code of 1986, as amended from time to
time.
(e) Committee means a committee of the Board designated by such Board to
administer the Plan and composed of not less than two directors, each
of whom is a "disinterested person" within the meaning of Rule 16b-3
under the 1934 Act and Section 162(m) under the Code.
(f) Common Stock means the Class A Common Stock, $.05 par value, of the
Company.
(g) Company means Johnson Worldwide Associates, Inc., a corporation
established under the laws of the State of Wisconsin, and its
Affiliates.
(h) Fair Market Value means, with respect to Common Stock, the fair
market value of such property determined by such methods or
procedures as shall be established from time to time by the
Committee; provided, however, that the Fair Market Value shall not be
less than the par value of the Common Stock; and provided further,
that so long as the Common Stock is traded on a public market, Fair
Market Value means the average of the high and low prices of a share
of Common Stock in the over-the-counter market on the specified date,
as reported by the Nasdaq National Market (or if no sales occurred on
such date, the last preceding date on which sales occurred);
provided, however, that if the principal market for the Common Stock
is then a national securities exchange, the Fair Market Value shall
be the average of the high and low prices of a share of Common Stock
on the principal securities exchange on which the Common Stock is
traded on the specified date (or if no sales occurred on such date,
the last preceding date on which sales occurred).
(i) Incentive Stock Option, or ISO, means an option to purchase Shares
granted under Section 7(b) of the Plan that is intended to meet the
requirements of Section 422 of the Code or any successor provision.
(j) 1934 Act means the Securities Exchange Act of 1934, as amended from
time to time.
(k) Nonqualified Stock Option, or NQSO, means an option to purchase
Shares granted under Section 7(b) of the Plan that is not intended to
meet the requirements of Section 422 of the Code or any successor
provision.
(l) Participant means a person selected by the Committee (or its delegate
as provided under Section 4) to receive an Award under the Plan.
(m) Reporting Person means an individual who is subject to Section 16
under the 1934 Act or any successor rule.
(n) Rule 16b-3 means Rule 16b-3 as promulgated by the Securities and
Exchange Commission under the 1934 Act, or any successor rule or
regulation thereto.
(o) Shares means shares of Common Stock of the Company.
(p) Stock Appreciation Right, or SAR, means any right granted under
Section 7(c) of the Plan.
(q) Stock Award means an award granted under Section 7(d) of the Plan.
(r) Stock Option means an Incentive Stock Option or a Nonqualified Stock
Option.
Section 3: Effective Date and Term of Plan
The Plan shall be effective as of January 27, 1994, subject, however, to
the approval of the Plan by the shareholders of the Company. No Awards
may be made under the Plan after January 27, 1999, or earlier termination
of the Plan by the Board. However, unless otherwise expressly provided in
the Plan or in an applicable Award agreement, any Award granted prior to
the termination date may extend beyond such date, and, to the extent set
forth in the Plan, the authority of the Committee to amend, alter, adjust,
suspend, discontinue or terminate any such award, or to waive any
conditions or restrictions with respect to any such Award, and the
authority of the Board to amend the Plan, shall extend beyond such date.
Section 4: Administration
The Plan shall be administered by the Committee. Subject to the terms of
the Plan and applicable law, the Committee shall have full power and
authority to: (i) designate Participants; (ii) determine the type or
types of Awards to be granted to each Participant under the Plan; (iii)
determine the number of Shares to be covered by (or with respect to which
payments, rights or other matters are to be calculated in connection with)
Awards granted to Participants; (iv) determine the terms and conditions of
any Award granted to a Participant; (v) determine whether, to what extent,
and under what circumstances Awards granted to Participants may be settled
or exercised in cash, Shares, other securities, other Awards, or other
property or cancelled, forfeited or suspended to the extent permitted in
Section 9 of the Plan, and the method or methods by which Awards may be
settled, exercised, cancelled, forfeited or suspended; (vi) interpret and
administer the Plan and any instrument or agreement relating to, or Award
made under, the Plan; (vii) establish, amend, suspend or waive such rules
and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (viii) make any other
determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan. Unless otherwise
expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or
any Award shall be within the sole discretion of the Committee, may be
made at any time, and shall be final, conclusive and binding upon all
persons, including the Company, any Affiliate, any Participant, any holder
or beneficiary of any Award, any shareholder and any employee of the
Company or of any Affiliate. To the extent permitted by applicable law
and the provisions of the Plan, the Committee may delegate to one or more
employee members of the Board the power to make Awards to Participants who
are not Reporting Persons.
Section 5: Eligibility
Any Company employee shall be eligible to receive an Award under the Plan.
In addition, consultants and advisors to the Company shall be eligible to
receive Nonqualified Stock Options under Section 7(b) of the Plan,
provided that bona fide services are rendered by such consultants or
advisors and such services are not in connection with the offer or sale of
securities in a capital-raising transaction.
Section 6: Stock Available for Awards
(a) Common Shares Available. Subject to adjustment as provided in
Section 6(c) below, the maximum number of Shares available for Awards
under the Plan shall be 500,000, plus such additional number of
Shares not to exceed 150,000 determined by the sum of (i) the number
of remaining Shares available for grant under the Johnson Worldwide
Associates, Inc. Amended and Restated 1986 Stock Option Plan (the
"1986 Plan") as of January 27, 1994 and (ii) the number of Shares
underlying outstanding options under the 1986 Plan as of January 27,
1994 that subsequently expire, terminate or are cancelled.
(b) Share Usage Limits. For the period that the Plan is in effect the
aggregate number of Shares that shall be granted as Stock Awards and
Stock Appreciation Rights shall not exceed 100,000 Shares.
Additionally, the aggregate number of Shares that could be awarded to
any one Participant of the Plan over the period that the Plan is in
effect shall not exceed 100,000 Shares.
(c) Adjustments. In the event of any stock dividend, stock split,
combination or exchange of Shares, merger, consolidation, spin-off or
other distribution (other than normal cash dividends) of Company
assets to shareholders, or any other change affecting Shares, such
that an adjustment is determined by the Committee to be appropriate
in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then
the Committee may, in such manner as it may deem equitable, adjust
any or all of (i) the aggregate number and type of Shares that may be
issued under the Plan; (ii) the number and type of Shares covered by
each outstanding Award made under the Plan; and (iii) the exercise,
base or purchase price per Share for any outstanding Stock Option,
Stock Appreciation Right and other Awards granted under the Plan
provided that any such actions are consistently and equitably
applicable to all affected Participants.
(d) Common Stock Usage. If, after the effective date of the Plan, any
Shares covered by an Award granted under the Plan, or to which any
Award relates, are forfeited or if an Award otherwise terminates,
expires or is cancelled prior to the delivery of all of the Shares or
of other consideration issuable or payable pursuant to such Award and
if such forfeiture, termination, expiration or cancellation occurs
prior to the payment of dividends or the exercise by the holder of
other indicia of ownership of the Shares to which the Award relates,
then the number of Shares counted against the number of Shares
available under the Plan in connection with the grant of such Award,
to the extent of any such forfeiture, termination, expiration or
cancellation, shall again be available for granting of additional
Awards under the Plan.
(e) Accounting for Awards. The number of Shares covered by an Award
under the Plan, or to which such Award relates, shall be counted on
the date of grant of such Award against the number of Shares
available for granting Awards under the Plan.
Section 7: Awards
(a) General. The Committee shall determine the type or types of Award(s)
(as set forth below) to be made to each Participant and shall approve
the terms and conditions of all such Awards in accordance with
Sections 4 and 8 of the Plan. Awards may be granted singularly, in
combination, or in tandem such that the settlement of one Award
automatically reduces or cancels the other. Awards may also be made
in replacement of, as alternatives to, or as form of payment for
grants or rights under any other employee compensation plan or
arrangement of the Company, including the plans of any acquired
entity.
(b) Stock Options. A Stock Option shall confer on a Participant the
right to purchase a specified number of Shares from the Company with
the terms and conditions as set forth below and with such additional
terms and conditions as the Committee shall determine. The Committee
shall establish the purchase price per Share under the Stock Option
at the time each Stock Option is awarded, provided that the price
shall not be less than 100% of the Fair Market Value on the date of
award. Stock Options may be in the form of ISOs or NQSOs. If a
Participant owns or is deemed to own (by reason of the attribution
rules applicable under Section 424(d) of the Code) more than 10% of
the combined voting power of all classes of stock of the Company or
any subsidiary or parent corporation and an ISO is awarded to such
Participant, the option price shall not be less than 110% of the Fair
Market Value at the time such ISO is awarded. The aggregate Fair
Market Value at time of grant of the Shares covered by ISOs
exercisable by any one optionee in any calendar year shall not exceed
$100,000 (or such other limit as may be required by the Code). The
term of each Stock Option shall be fixed by the Committee; provided,
however, that in no event shall the term of any Stock Option exceed a
period of ten years from the date of its grant. A Stock Option shall
become exercisable in such manner and within such period or periods
and in such installments or otherwise as shall be determined by the
Committee. Except as provided below, payment of the exercise price
of a Stock Option shall be made at the time of exercise in cash or
such other forms as the Committee may approve, including shares
valued at their Fair Market Value on the date of exercise, or in a
combination of forms. The Committee may also permit Participants to
have the option price delivered to the Company by a broker pursuant
to an arrangement whereby the Company, upon irrevocable instructions
from a Participant, delivers the exercised Shares to the broker.
(c) Stock Appreciation Rights (SARs). An SAR grant shall confer on a
Participant the right to receive, upon exercise, an amount determined
by multiplying: (i) the positive difference, if any, between the
Fair Market Value of a Share on the date of exercise and the base
price of the SAR contained in the terms and conditions of the Award
by (ii) the number of Shares with respect to which the SAR is
exercised. Subject to the terms of the Plan, the grant price, term,
methods of exercise, methods of settlement (including whether the
Participant will be paid in cash, Shares or combination thereof), and
any other terms and conditions of any SAR shall be determined by the
Committee. Shares issued in settlement of the exercise of SARs shall
be valued at their Fair Market Value on the date of the exercise.
The Committee shall establish the base price of the SAR at the time
the SARs are awarded, provided that the base price shall not be less
than 100% of the Fair Market Value on the date of award or the
exercise or payment price of the related Award if the SAR is granted
in combination with or in tandem with another Award. The Committee
may impose such conditions or restrictions on the exercise of any SAR
as it may deem appropriate, including, without limitation,
restricting the time of exercise of the SAR to specified periods as
may be necessary to satisfy the requirements of Rule 16b-3.
(d) Stock Awards. A Stock Award shall confer on a Participant the right
to receive a specified number of Shares or a cash equivalent payment
or a combination thereof, subject to the terms and conditions of the
Award, which may include forfeitability contingencies based on
continued employment with the Company or on meeting specified
performance criteria or both. The Committee shall determine the
restriction or performance period, the performance goals or targets
to be achieved during any performance period, the proportion of
payments, if any, to be made for performance between the minimum and
full performance levels, the restrictions, if any, applicable to any
Shares awarded or received upon payment of performance shares or
units, and any other terms, conditions and rights relating to a grant
of Stock Awards. A Stock Award may be in the form of Shares or Share
units. The Committee may also grant Stock Awards that are not
subject to any restrictions. The Committee may provide that, during
a performance or restriction period, a Participant shall be paid cash
amounts, with respect to each Stock Award held by such Participant,
in the same manner, at the same time and in the same amount paid, as
a cash dividend on a Share. Any other provision of the Plan to the
contrary notwithstanding, the Committee may at any time adjust
performance goals (up or down) and minimum or full performance levels
(and any intermediate levels and proportion of payments related
thereto), adjust the manner in which performance goals are measured,
or shorten any performance period or waive in whole or in part any or
all remaining restrictions with respect to Shares subject to
restrictions, if the Committee determines that conditions, including
but not limited to, changes in the economy, changes in competitive
conditions, changes in laws or governmental regulations, changes in
generally accepted accounting principles, changes in the Company's
accounting policies, acquisitions or dispositions by the Company or
its Affiliates, or the occurrence of other unusual, unforeseen or
extraordinary events, so warrant.
Section 8: General Provisions Applicable to Awards
(a) No Consideration for Awards. Awards shall be granted to Participants
for no cash consideration unless otherwise determined by the
Committee.
(b) Transferability and Exercisability. No Award subject to the Plan and
no right under any such Award shall be assignable, alienable,
saleable or otherwise transferable by the Participant other than by
will or the laws of descent and distribution; provided, however, that
if so permitted by the Committee, a Participant may designate a
beneficiary or beneficiaries to exercise the Participant's rights and
receive any distributions under this Plan upon the Participant's
death.
(c) General Restrictions. Each Award shall be subject to the requirement
that, if at any time the Committee shall determine, in its sole
discretion, that the listing, registration or qualification of any
Award under the Plan upon any securities exchange or under any state
or federal law, or the consent or approval of any government
regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of such Award or the grant or
settlement thereof, such Award may not be exercised or settled in
whole or in part unless such listing, registration, qualification,
consent or approval have been effected or obtained free of any
conditions not acceptable to the Committee.
(d) Grant Terms and Conditions. The Committee shall determine the
provisions and duration of grants made under the Plan, including the
option prices for all Stock Options, the base prices for all SARs,
the consideration, if any, to be required from Participants for Stock
Awards, and the conditions under which a Participant will retain
rights under the Plan in the event of the Participant's termination
of employment while holding any outstanding Awards.
(e) Rule 16b-3 Six-Month Limitations. To the extent required in order to
comply with Rule 16b-3 only, any equity security offered pursuant to
the Plan to a Reporting Person may not be sold for at least six
months after acquisition, except in the case of death or disability,
and any derivative security issued pursuant to the Plan to a
Reporting Person shall not be exercisable for at least six months,
except in case of death or disability of the holder thereof. Terms
used in the preceding sentence shall, for the purposes of such
sentence only, have the meanings, if any, assigned or attributed to
them under Rule 16b-3.
(f) Tax Withholding. The Company shall have the right, upon issuance of
Shares or payment of cash in respect of an Award, to reduce the
number of Shares or amount of cash, as the case may be, otherwise
issuable or payable by the amount necessary to satisfy any federal,
state or local withholding taxes or to take such other actions as may
be necessary to satisfy any such withholding obligations. The
Committee may require or permit Shares including previously acquired
Shares and Shares that are part of, or are received upon exercise of
the Award, to be used to satisfy required tax withholding and such
Shares shall be valued at their Fair Market Value on the date the tax
withholding is effective.
(g) Documentation of Grants. Awards made under the Plan shall be
evidenced by written agreements in such form (consistent with the
terms of the Plan) or such other appropriate documentation as shall
be approved by the Committee. The Committee need not require the
execution of any instrument or acknowledgement of notice of an Award
under the Plan, in which case acceptance of such Award by the
respective Participant will constitute agreement to the terms of the
Award.
(h) Settlement. Subject to the terms of the Plan and any applicable
Award agreement, the Committee shall determine whether Awards are
settled in whole or in part in cash, Shares, or other Awards. The
Committee may require or permit a Participant to defer all or any
portion of a payment under the Plan, including the crediting of
interest on deferred amounts denominated in cash.
(i) Change in Control. In order to preserve a Participant's rights under
an Award in the event of a Change in Control (as defined below) of
the Company, the Committee in its discretion may, at the time an
Award is made or at any time thereafter, take one or more of the
following actions: (i) provide for the acceleration of any time
period relating to the exercise or realization of the Award,
(ii) provide for the purchase of the Award upon the Participant's
request for an amount of cash or other property that could have been
received upon the exercise or realization of the Award had the Award
been currently exercisable or payable, (iii) adjust the terms of the
Award in a manner determined by the Committee to reflect the Change
in Control, (iv) cause the Award to be assumed, or new rights
substituted therefore, by another entity, or (v) make such other
provision as the Committee may consider equitable and in the best
interests of the Company. For purposes of this Plan, a Change in
Control shall be deemed to have occurred if the Johnson Family (as
defined below) shall at any time fail to own stock of the Company
having, in the aggregate, votes sufficient to elect at least a fifty-
one percent (51%) majority of the directors of the Company. Johnson
Family shall mean at any time, collectively, Samuel C. Johnson, his
wife and their children and grandchildren, the executor or
administrators of the estate or other legal representative of any
such person, all trusts for the benefit of the foregoing or their
heirs or any one or more of them, and all partnerships, corporations
or other entities directly or indirectly controlled by the foregoing
or any one or more of them.
Section 9: Miscellaneous
(a) Plan Amendment. The Board may amend, alter, suspend, discontinue or
terminate the Plan as it deems necessary or appropriate to better
achieve the purposes of the Plan; provided, however, that no
amendment, alteration, suspension, discontinuation or termination of
the Plan shall in any manner (except as otherwise provided in the
Plan) adversely affect any Award granted and then outstanding under
the Plan without the consent of the respective Participant; and
provided, further, that without the approval of the Company's
shareholders, no amendment shall be made which would (i) increase the
total number of Shares available for issuance under the Plan; or
(ii) cause the Plan not to comply with Rule 16b-3 or any successor
rule.
The Committee may, in whole or in part, waive any conditions or other
restrictions with respect to, and may amend, alter, suspend,
discontinue or terminate any Award granted under the Plan to a
Participant, prospectively or retroactively, but no such action shall
impair the rights of a Participant without his or her consent, except
as otherwise provided herein.
(b) No Right to Employment. No person shall have any claim or right to
be granted an Award, and the grant of an Award shall not be construed
as giving a Participant the right to continued employment. The
Company expressly reserves the right at any time to dismiss a
Participant free from any liability or claim under the Plan, except
as expressly provided by an applicable Award.
(c) No Rights as Shareholder. Only upon issuance of Shares to a
Participant (and only in respect to such Shares) shall the
Participant obtain the rights of a shareholder, subject, however, to
any limitations imposed by the terms of the applicable Award.
(d) No Fractional Shares. No fractional shares or other securities shall
be issued under the Plan, however, the Committee may provide for a
cash payment as settlement in lieu of any fractional shares.
(e) Other Company Benefit and Compensation Programs. Except as expressly
determined by the Committee, settlements of Awards received by
Participants under this Plan shall not be deemed as part of a
Participant's regular, recurring compensation for purposes of
calculating payments or benefits from any Company benefit or
severance program (or severance pay law of any country). The above
notwithstanding, the Company may adopt other compensation programs,
plans or arrangements as it deems appropriate or necessary.
(f) Unfunded Plan. Unless otherwise determined by the Committee, the
Plan shall be unfunded and shall not create (or be construed to
create) a trust or a separate fund(s). The Plan shall not create any
fiduciary relationship between the Company and any Participant or
other person. To the extent any person holds any rights by virtue of
an Award granted under the Plan, such right shall be no greater than
the right of an unsecured general creditor of the Company.
(g) Successors and Assignees. The Plan shall be binding on all
successors and assignees of a Participant, including, without
limitation, the estate of such Participant and the executor,
administrator or trustee of such estate, or any receiver or trustee
in bankruptcy or representative of the Participant's creditors.
(h) Governing Law. The validity, construction and effect of the Plan and
any actions taken under or relating to the Plan shall be determined
in accordance with the laws of the State of Wisconsin and applicable
federal law.
Amended September 16, 1994
EXHIBIT 5
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
May 9, 1995
Johnson Worldwide Associates, Inc.
1326 Willow Road
Sturtevant, Wisconsin 53177
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 650,000 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. 1994 Long-Term Stock
Incentive 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 23.1
Independent Auditors' Consent
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 10, 1994, relating to the consolidated balance sheets of Johnson
Worldwide Associates, Inc. and subsidiaries as of September 30, 1994, and
October 1, 1993, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years in the three
year period ended September 30, 1994, and all related schedules, which
reports appear or are incorporated by reference in the September 30, 1994,
annual report on Form 10-K of Johnson Worldwide Associates, Inc.
KPMG Peat Marwick LLP
Milwaukee, Wisconsin
May 2, 1995
