Registration No. 333-_________
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
Sturtevant, Wisconsin 53177
(Address of principal executive (Zip Code)
offices)
Johnson Worldwide Associates, Inc. 1994 Long-Term Stock Incentive Plan
(Full title of the plan)
Helen P. Johnson-Leipold Copy to:
Chairman & Chief Executive Officer
Johnson Worldwide Associates, Inc. Benjamin F. Garmer, III
1326 Willow Road Foley & Lardner
Sturtevant, Wisconsin 53177 777 East Wisconsin Avenue, Suite 3700
(262) 884-1500 Milwaukee Wisconsin 53202
(Name, address and telephone number, (414) 271-2400
including area code, of agent for
service)
--------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed
Maximum Proposed
Title of Offering Maximum Amount of
Securities to Amount to be Price Per Aggregate Registration
be Registered Registered(1) Share Offering Price Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common
Stock, $.05 par
value 250,000 shares $8.97(1) $2,242,500(1) $624
- -------------------------------------------------------------------------------
(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 Stock
Market on September 27, 1999.
</TABLE>
---------------------------------
<PAGE>
This registration statement is being filed to register additional
shares of Class A Common Stock of Johnson Worldwide Associates, Inc. (the
"Company") that may be issued under the Johnson Worldwide Associates, Inc. 1994
Long-Term Stock Incentive Plan (the "Plan"), for which a Form S-8 Registration
Statement is already effective (registration no. 33-59325). The contents of the
Company's Form S-8 Registration Statement (registration no. 33-59325) relating
to the Plan are incorporated herein by reference.
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
("Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The information required in Part II, except Item 8, is not required to
be filed with the Commission as part of this Form S-8 Registration Statement.
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 (as amended)
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG 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)
-2-
<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 Sturtevant, and State of Wisconsin, on this 27th
day of July, 1999.
JOHNSON WORLDWIDE ASSOCIATES, INC.
By:/s/ Helen P. Johnson-Leipold
Helen P. Johnson-Leipold
Chairman & 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 Helen P. Johnson-Leipold 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.
S-1
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Helen P. Johnson-Leipold Chairman, Chief Executive Officer and
- ------------------------------------ Director (Principal Executive Officer) July 27, 1999
Helen P. Johnson-Leipold
Senior Vice President and Chief
/s/ Carl G. Schmidt Financial Officer, Secretary and
- ------------------------------------ Treasurer (Principal Financial and
Carl G. Schmidt Accounting Officer) July 27, 1999
/s/ Samuel C. Johnson
- ------------------------------------ Director July 27, 1999
Samuel C. Johnson
/s/ Thomas F. Pyle, Jr.
- ------------------------------------
Thomas F. Pyle, Jr. Director July 27, 1999
/s/ Gregory E. Lawton
- ------------------------------------ Director July 27, 1999
Gregory E. Lawton
/s/ Glenn N. Rupp
- ------------------------------------ Director July 27, 1999
Glenn N. Rupp
</TABLE>
S-2
<PAGE>
EXHIBIT INDEX
JOHNSON WORLDWIDE ASSOCIATES, INC. 1994 LONG-TERM STOCK INCENTIVE PLAN
Exhibit No. Exhibit
----------- -------
(4) Johnson Worldwide Associates, Inc.
1994 Long-Term Stock Incentive Plan
(as amended)
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG 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
(as amended)
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
<PAGE>
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, 2004, 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.
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<PAGE>
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 750,000, plus such additional number of Shares not to
exceed 150,000 determined by the sum of (i) 2,325 Shares; and (ii) any
Shares represented by options outstanding under the Johnson Worldwide
Associates, Inc. Amended and Restated 1986 Stock Option Plan that are
forfeited, expire or are cancelled without delivery of Shares.
(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
3
<PAGE>
awarded to any one Participant of the Plan during any fiscal year of
the Company 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
4
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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
6
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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
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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
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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
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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.
Last amended December 16, 1998
9
Exhibit 5
FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
MILWAUKEE FACSIMILE (414) 297-4900 WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
SACRAMENTO
September 29, 1999
Johnson Worldwide Associates, Inc.
1326 Willow Road
Sturtevant, WI 53177
Ladies & 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 250,000 shares of the
Company's Class A Common Stock, $.05 par value per share (the "Class A Common
Stock"), which may be issued or acquired pursuant to the Johnson Worldwide
Associates, Inc. 1994 Long-Term Stock Incentive Plan (the "Plan").
In this regard, we have examined: (a) the Plan, as amended; (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 pursuant to the
terms and conditions of the Plan, and as contemplated in the Registration
Statement, 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 the Securities Act.
Very truly yours,
/s/FOLEY & LARDNER
Exhibit 23.1
Consent of KPMG LLP
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 report dated November 10, 1998,
relating to the consolidated balance sheets of Johnson Worldwide Associates,
Inc. and subsidiaries as of October 2, 1998 and October 3, 1997, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the three-year period ended October 2, 1998, which report
appears in the October 2, 1998 annual report on Form 10-K of Johnson Worldwide
Associates, Inc.
/s/ KPMG LLP
Milwaukee, Wisconsin
September 29, 1999
