Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE SPORTSMAN'S GUIDE, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1293081
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
411 Farwell Avenue
South St. Paul, Minnesota 55075
(Address of principal executive offices) (Zip Code)
THE SPORTSMAN'S GUIDE, INC.
1996 STOCK OPTION PLAN
(Full title of the plan)
Gary Olen
President and Chief Executive Officer
The Sportsman's Guide, Inc.
411 Farwell Avenue
South St. Paul, Minnesota 55075
(Name and address of agent for service)
(612) 451-3030
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate
to be Registered Registered Price per Share Offering Price
<S> <C> <C> <C>
Common Stock,
$.01 par value..... 200,000 shares $7.00(1) $1,400,000(1)
<CAPTION>
Amount of
Registration Fee
<C>
$424.24(1)
<FN>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933
and calculated upon the basis of the average of the bid and asked price
of the Common Stock on November 4, 1997.
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</FN>
</TABLE>
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EXPLANATORY NOTE
This registration statement relates to the amendment of The Sportsman's
Guide, Inc. 1996 Stock Option Plan (the "Plan") to increase the number of
shares of Common Stock authorized to be issued under the Plan from 400,000 to
600,000. An earlier registration statement filed on Form S-8 (Registration
No. 333-26311) covering 400,000 shares of Common Stock issuable under the
Plan is effective. Pursuant to General Instruction E to Form S-8, the
contents of the earlier registration statement are incorporated herein by
reference. The items below contain information that was not in the earlier
registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by The Sportsman's Guide, Inc.
(the "Company") with the Securities and Exchange Commission are
incorporated by reference in this registration statement:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 27, 1996.
2. The Company's Quarterly Reports on Form 10-Q for the fiscal
periods ended March 28, 1997, June 27, 1997 and September 26, 1997.
3. The description of the shares of Common Stock of the
Company contained in the Company's Registration Statement on
Form 8-A filed under the Securities Exchange Act of 1934 and
any amendment or report 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 Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and
to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this registration statement.
2<PAGE>
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock offered pursuant to
the Company's 1996 Stock Option Plan is being passed upon for the
Company by Chernesky, Heyman & Kress P.L.L., Dayton, Ohio. Ralph
E. Heyman, a partner of Chernesky, Heyman & Kress P.L.L., owns
2,000 shares of Common Stock for his own account and holds an
aggregate of 397,836 shares of Common Stock and warrants to
purchase 97,652 shares of Common Stock as trustee of various trusts
for the benefit of Vincent W. Shiel and Helen M. Shiel and their
children and grandchildren.
Item 8. Exhibits.
See Exhibit Index at page 5.
3<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, hereunto duly authorized, in the City of
South St. Paul, State of Minnesota, on November 7, 1997.
THE SPORTSMAN'S GUIDE, INC.
By: GARY OLEN
Gary Olen
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Capacity Date
VINCENT W. SHIEL* Chairman of the Board
Vincent W. Shiel
GARY OLEN President, Chief Executive
Gary Olen Officer and Director (principal
executive officer)
CHARLES B. LINGEN Senior Vice President of Finance,
Charles B. Lingen Chief Financial Officer, Secretary,
Treasurer and Director (principal
financial and accounting
officer)
GREGORY R. BINKLEY Executive Vice President,
Gregory R. Binkley Chief Operating Officer
and Director
MARK F. KROGER* Director November 7, 1997
Mark F. Kroger
LEONARD M. PALETZ* Director
Leonard M. Paletz
WILLIAM T. SENA* Director
William T. Sena
*By:GARY OLEN
Gary Olen, Attorney-in-Fact
4<PAGE>
EXHIBIT INDEX
Exhibit
5.1 Opinion of Chernesky, Heyman & Kress P.L.L.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Chernesky, Heyman & Kress P.L.L. (included in
Exhibit 5.1)
24.1 Power of attorney of each person who signed this
registration statement on behalf of another pursuant to
a power of attorney
5<PAGE>
Exhibit 5.1
CHERNESKY, HEYMAN & KRESS P.L.L.
Attorneys at Law
10 Courthouse Plaza SW, Suite 1100
P.O. Box 3808
Dayton, Ohio 45401-3808
937/449-2800
November 7, 1997
The Sportsman's Guide, Inc.
411 Farwell Avenue
South St. Paul, Minnesota 55075
Gentlemen:
We have acted as counsel for The Sportsman's Guide, Inc., a
Minnesota corporation (the "Company"), in connection with the
registration by the Company under the Securities Act of 1933 of an
additional 200,000 shares of the Company's Common Stock, $.01 par
value per share (the "Common Stock"), issuable upon the exercise of
options granted under the Company's 1996 Stock Option Plan (the
"Plan") pursuant to a Registration Statement on Form S-8 filed with
the Securities and Exchange Commission.
For purposes of rendering this opinion, we have examined such
corporate records and proceedings of the Company, agreements and
instruments and made investigation of such matters as in our
judgment permit us to render an informed opinion on the matters set
forth herein.
Based on the foregoing, it is our opinion that the additional
200,000 shares of Common Stock issuable upon the exercise of
options granted under the Plan have been duly authorized and, when
issued and paid for in accordance with the Plan, will be validly
issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8.
Very truly yours,
CHERNESKY, HEYMAN & KRESS P.L.L.
Chernesky, Heyman & Kress P.L.L.
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Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 29, 1997 accompanying
the financial statements and schedule of The Sportsman's Guide,
Inc. included in the Annual Report on Form 10-K for the fiscal year
ended December 27, 1996, which is incorporated by reference in the
Registration Statement and Prospectus. We consent to the
incorporation by reference in the Registration Statement and
Prospectus of the aforementioned report.
Grant Thornton LLP
Minneapolis, Minnesota
November 5, 1997
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director or officer of The Sportsman's Guide, Inc., a Minnesota
corporation (the "Company"), hereby constitutes and appoints Gary
Olen and Charles B. Lingen, or any one of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign the Company's Registration Statement on
Form S-8 covering 200,000 shares of the Company's Common Stock,
$.01 par value per share, to be issued pursuant to the Company's
1996 Stock Option Plan, and to sign any and all amendments
(including post-effective amendments) thereto, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents, and any one of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any one of
them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 5th day of August, 1997.
VINCENT W. SHIEL
Vincent W. Shiel
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Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director or officer of The Sportsman's Guide, Inc., a Minnesota
corporation (the "Company"), hereby constitutes and appoints Gary
Olen and Charles B. Lingen, or any one of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign the Company's Registration Statement on
Form S-8 covering 200,000 shares of the Company's Common Stock,
$.01 par value per share, to be issued pursuant to the Company's
1996 Stock Option Plan, and to sign any and all amendments
(including post-effective amendments) thereto, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents, and any one of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any one of
them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 5th day of August, 1997.
MARK F. KROGER
Mark F. Kroger
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Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director or officer of The Sportsman's Guide, Inc., a Minnesota
corporation (the "Company"), hereby constitutes and appoints Gary
Olen and Charles B. Lingen, or any one of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign the Company's Registration Statement on
Form S-8 covering 200,000 shares of the Company's Common Stock,
$.01 par value per share, to be issued pursuant to the Company's
1996 Stock Option Plan, and to sign any and all amendments
(including post-effective amendments) thereto, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents, and any one of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any one of
them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 5th day of August, 1997.
LEONARD M. PALETZ
Leonard M. Paletz
<PAGE>
Exhibit 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director or officer of The Sportsman's Guide, Inc., a Minnesota
corporation (the "Company"), hereby constitutes and appoints Gary
Olen and Charles B. Lingen, or any one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign the Company's Registration Statement
on Form S-8 covering 200,000 shares of the Company's Common Stock,
$.01 par value per share, to be issued pursuant to the Company's
1996 Stock Option Plan, and to sign any and all amendments
(including post-effective amendments) thereto, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents, and any one of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any one
of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 5th day of August, 1997.
WILLIAM T. SENA
William T. Sena
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