Registration No. 333-
===============================================================================
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..... 125,000 shares $2.50 $ 312,500
Common Stock,
$.01 par value..... 275,000 shares $3.625(1) $ 996,875(1)
Total......... 400,000 shares $1,309,375
<CAPTION>
Amount of
Registration Fee
<C>
$ 94.70
$302.08
$396.78
<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 April 28, 1997.
==============================================================================
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual
Information.
The information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this registration
statement in accordance with Rule 428 and the Note to Part I of
Form S-8.
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 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.
Item 4. Description of Securities.
Not applicable.
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.
Item 6. Indemnification of Directors and Officers.
Under Section 302A.521 of the Minnesota Business Corporation
Act ("MBCA"), unless the articles of incorporation or bylaws
otherwise provide, a corporation is required to indemnify its
directors, officers and employees against judgments, penalties,
fines, settlements and reasonable expenses (including attorneys'
fees) incurred in connection with legal proceedings if (i) they
have not been indemnified by another organization, (ii) they acted
in good faith, (iii) they received no improper personal benefit,
(iv) in the case of any criminal proceeding, they had no reasonable
cause to believe their conduct was unlawful and (v) generally
speaking, they reasonably believed their conduct to be in the
corporation's best interests. A corporation shall advance expenses
if the director, officer or other individual furnishes a written
affirmation of his or her good faith belief that he or she has met
the applicable statutory standards for indemnification, he or she
furnishes a written undertaking to repay such amount if it shall
ultimately be determined that he or she is not entitled to be
indemnified by the corporation and a determination is made that the
facts then known would not preclude indemnification. The
registrant's Bylaws provide indemnification to directors, officers,
employees and agents to the full extent permitted by the MBCA.
Section 302A.251 of the MBCA permits a corporation to
eliminate or limit the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director through a provision in the
corporation's articles of incorporation, except liability for (i)
breach of a director's duty of loyalty, (ii) acts or omissions not
in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) the payment of unlawful distributions or
violations of the Minnesota securities laws, (iv) any transaction
from which the director derived an improper personal benefit or (v)
any act or omission occurring prior to adoption of the provision in
the articles providing for such limitation of liability. The
registrant's Articles of Incorporation provide that, to the fullest
extent permitted by the MBCA, a director shall not be liable to the
registrant or its shareholders for monetary damages for breach of
fiduciary duty as a director.
The registrant currently does not maintain directors and
officers liability insurance coverage.
3<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index at page 7.
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) 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;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b) 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
4<PAGE>
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
2. 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 the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. 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.
5<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 May 1, 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 May 1, 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
6<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
7<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
May 1, 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
400,000 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 400,000
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.
SRW\kdb
<PAGE>
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
April 29, 1997
<PAGE>
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 400,000 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 12th day of March, 1997.
VINCENT W. SHIEL
Vincent W. Shiel
<PAGE>
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 400,000 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 11th day of March, 1997.
MARK F. KROGER
Mark F. Kroger
<PAGE>
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 400,000 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 16th day of March, 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 400,000 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 16th day of March, 1997.
WILLIAM T. SENA
William T. Sena
<PAGE>
