AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1996.
Registration No. 333-_____________________
___________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
__________________________________________________
L.A. GEAR, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3375118
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2850 OCEAN PARK BOULEVARD, SANTA MONICA, (310) 452-4327
CALIFORNIA 90405
(Address of principal executive offices) (telephone number of principal
executive offices)
L.A. GEAR, INC. 1992 STOCK OPTION PLAN FOR
ELIGIBLE NONEMPLOYEE DIRECTORS AND ELIGIBLE EXECUTIVE OFFICERS
(Full title of the plan)
THOMAS F. LARKINS
SENIOR VICE PRESIDENT, CHIEF ADMINISTRATIVE
OFFICER AND GENERAL COUNSEL
L.A. GEAR, INC.
2850 OCEAN PARK BOULEVARD, SANTA MONICA, CALIFORNIA 90405
(Name and address of agent for service)
(310) 581-7307
(Telephone number of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
PROPOSED
MAXIMUM
TITLE OF PROPOSED MAXIMUM AGGREGATE
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
REGISTERED REGISTERED PER SHARE PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock
(without par value) 600,000 $3.56 $2,136,000 $736.55
<FN>
(1) Pursuant to Rule 457(h), the proposed maximum offering price per unit
is estimated solely for the purpose of calculating the registration
fee and is based upon the average of the high and low sales prices of
the common stock of L.A. Gear, Inc., as reported on the New York Stock
Exchange as of June 7, 1996, a date within five business days of the
date on which this registration statement is being filed.
</TABLE>
Page 1 of 11
Exhibit Index is on Page E-1
THE CONTENTS OF THE REGISTRANT'S REGISTRATION
STATEMENT ON FORM S-8, REGISTRATION NO. 33-53122,
ARE INCORPORATED HEREIN BY REFERENCE.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by L.A. Gear,
Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") and are incorporated herein by reference as of
their respective dates:
(a) The Annual Report of the Company on Form 10-K for the
fiscal year ended November 30, 1995;
(b) The Company's Report on Form 10-Q for the quarter
ended February 29, 1996; and
(c) The Company's Current Reports on Form 8-K dated
December 12, 1995, February 9, 1996 and April 16, 1996.
All documents filed subsequent to the date hereof by
the Company with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and prior to the filing of a post-
effective amendment hereto 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 herein and made a part hereof from their respective
dates of filing (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that
a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
ITEM 8. EXHIBITS.
Exhibit No. Description Page
5 Opinion of Fried, Frank, E-2
Harris, Shriver & Jacobson
23.1 Consent of Fried, Frank,
Harris, Shriver & Jacobson
(included as part of Exhibit 5
hereto)
23.2 Consent of Price Waterhouse LLP E-5
24 Powers of Attorney (included
herein on pages 4-6)
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended (the "Act"), the Company certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and it has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa
Monica, State of California, on June 11, 1996.
L.A. GEAR, INC.
By: /s/ Thomas F. Larkins
-----------------------------
Thomas F. Larkins
Senior Vice President and Chief
Administrative Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints William L.
Benford and Thomas F. Larkins and each or either of them, his or
her true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution, for
such person 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 Commission, granting unto said
attorneys-in-fact and agents each acting alone, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as might or could be done in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Act, this
Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Signature Title Date
/s/ Stanley P. Gold June 11, 1996
- ------------------------- Director, Chairman of the
Stanley P. Gold Board and Chief Executive
Officer and General Councel
(Principal Executive Officer)
/s/ William L. Benford June 11, 1996
- ------------------------- President and Chief
William L. Benford Operating Officer
/s/ Thomas F. Larkins June 11, 1996
- ------------------------- Senior Vice President,
Thomas F. Larkins Chief Administrative
Officer and General Counsel
(Principal Financial Officer)
/s/ Tracey C. Doi June 11, 1996
- ------------------------- Vice President and
Tracey C. Doi Controller
/s/ Walter C. Bladstrom June 11, 1996
- ------------------------- Director
Walter C. Bladstrom
June 11, 1996
- ------------------------- Director
Allan E. Dalshaug
June 11, 1996
- ------------------------- Director
Willie D. Davis
/s/ Stephen A. Koffler June 11, 1996
- ------------------------- Director
Stephen A. Koffler
/s/ Ann E. Meyers June 11, 1996
- ------------------------- Director
Ann E. Meyers
/s/ Clifford A. Miller June 11, 1996
- ------------------------- Director
Clifford A. Miller
/s/ Robert G. Moskowitz June 11, 1996
- ------------------------- Director
Robert G. Moskowitz
/s/ Vappalak A. Ravindran June 11, 1996
- ------------------------- Director
Vappalak A. Ravindran
L.A. GEAR, INC.
INDEX TO EXHIBITS
Exhibit No. Description Page
- ----------- ----------- ----
5 Opinion of Fried, Frank, Harris, E-2
Shriver & Jacobson
23.1 Consent of Fried, Frank, Harris,
Shriver & Jacobson (included as part
of Exhibit 5 hereto)
23.2 Consent of Price Waterhouse LLP E-5
24 Powers of Attorney (included herein
on pages 4-6)
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON CA LETTERHEAD]
213-689-5805
June 11, 1996
L.A. Gear, Inc.
2850 Ocean Park Boulevard
Santa Monica, California 90405
Dear Ladies and Gentlemen:
We have acted as special counsel for L.A.
Gear, Inc., a California corporation (the "Company") in
connection with the issuance of up to 600,000 additional
shares (the "Shares") of common stock, no par value, of
the Company to eligible nonemployee directors of the
Company upon the exercise of options which have been or
may be granted to them pursuant to the Company's 1992
Stock Option Plan, as amended (the "Plan"). With your
permission, all assumptions and statements of reliance
herein have been made without any independent
investigation or verification on our part except to the
extent otherwise expressly stated, and we express no
opinion with respect to the subject matter or accuracy
of such assumptions or items relied upon.
In connection with this opinion, we have
(i) investigated such questions of law, (ii) examined
originals or certified, conformed or reproduction copies of
such agreements, instruments, documents and records of the
Company, such certificates of public officials and such
other documents, and (iii) received such information from
officers and representatives of the Company as we have
deemed necessary or appropriate for the purposes of this
opinion. We have examined, among other documents, the
following:
(a) The Restated Articles of Incorporation of the
Company, as amended to date;
(b) The Bylaws of the Company, as amended to date;
(c) The records of proceedings and actions of the
Board of Directors of the Company relevant to the subject
matter of this Opinion;
(d) The Certificate of the Transfer Agent for the
Company; and
L.A. Gear, Inc. - 2 - June 11, 1996
(e) A Secretary's Certificate executed on behalf of
the Company by the individual who serves as its General
Counsel, Chief Administrative Officer and Secretary; and
(f) The Plan.
The documents referred to in items (d) and (f) above are
referred to herein collectively as the "Documents."
In all such examinations, we have assumed the
genuineness of all signatures, the authenticity of
original and certified documents and the conformity to
original or certified copies of all copies submitted to
us as conformed or reproduction copies. As to various
questions of fact relevant to the opinions expressed
herein, we have relied upon, and assume the accuracy of,
representations and warranties contained in the documents
and certificates and oral or written statements and other
information of or from representatives of the Company and
others and assume compliance on the part of all parties
to the Documents with their covenants and agreements
contained therein. Insofar as statements herein are
based upon our knowledge, such phrase means and is
limited to the conscious awareness of facts or other
information by lawyers in this firm who gave substantive
attention to the representation of the Company in
connection with the issuance of the Shares.
To the extent it may be relevant to the
opinions expressed herein, we have assumed that the
parties to the Documents other than the Company have the
power to enter into such Documents and, with respect to
the Plan, perform such Plan and to consummate the
transactions contemplated thereby, and that such
Documents have been duly authorized, executed and
delivered by, and constitute legal, valid and binding
obligations of, such parties.
Based upon the foregoing, and subject to the
limitations, qualifications and assumptions set forth
herein, we are of the opinion that the Shares are duly
authorized and, when issued and paid for in accordance
with the terms of the Plan, will be validly issued, fully
paid and non-assessable with no personal liability
attaching to the holders thereof by reason of their
ownership thereof under the General Corporation Law of
the State of California.
The opinions expressed herein are limited to
the laws of the United States of America and the laws of
the State of California and, to the extent relevant to
the opinions expressed above, the General Corporation Law
of the State of California, as currently in effect.
The opinions expressed herein are solely for
your benefit in connection with the issuance of the
Shares and may not be relied on in any manner or for any
purpose by any other person or entity and may not be
quoted in whole or in part without our prior written
consent.
L.A. Gear, Inc. - 3 - June 11, 1996
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement on Form S-8
relating to the registration of the Shares. In giving
this consent we do not hereby admit that we are in the
category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER &
JACOBSON
By: /s/ David K. Robbins
--------------------------------
David K. Robbins
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January
22, 1996, which appears on page 23 of the 1995 Annual Report to
Shareholders of L.A. Gear, Inc., which is incorporated by
reference in L.A. Gear, Inc.'s Annual Report on Form 10-K for the
year ended November 30, 1995. We also consent to the
incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 35 of such Annual
Report on Form 10-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Los Angeles, California
June 11, 1996
