As filed with the Securities and Exchange Commission on
February 27, 1997
Registration No. 33-59360
================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
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 (I.R.S. Employer
of Incorporation or Identification Number)
Organization)
2850 OCEAN PARK BOULEVARD, SANTA MONICA, CALIFORNIA 90405
(310) 452-4327
(Address, Including Zip Code, and Telephone Number, including
Area Code, of Registrant's Principal Executive Office)
--------------------
WILLIAM R. SHERMAN
SECRETARY
L.A. GEAR, INC.
2850 OCEAN PARK BOULEVARD, SANTA MONICA, CALIFORNIA 90405
(310) 452-4327
(Name, Address, Including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
--------------------
COPIES OF COMMUNICATIONS TO:
DAVID K. ROBBINS
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
350 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
_________________
This post-effective amendment (the "Amendment") is being
filed in order to deregister $49,305,000 principal amount of
7-3/4% Convertible Subordinated Debentures due 2002 (the
"Securities") of L.A. Gear, Inc. (the "Registrant") which were
registered under a Registration Statement on Form S-3
(Registration File No. 33-59360), as amended by a Post-Effective
Amendment No. 1, for sale by the holders of the Securities. As
of the date of this Amendment, $49,260,000 principal amount of
the Securities have been sold, and the holders of the remaining
$45,000 principal amount of Securities have met the applicable
holding periods under Rule 144 of the Securities Act of 1933, as
amended. Accordingly, there is no further need for the
Registration Statement to be maintained in effect.
SIGNATURE
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-3 and has caused this Amendment to the Registration Statement
to be signed on its behalf by the undersigned, in the City of
Santa Monica, State of California on February 27, 1997.
L.A. GEAR, INC.
By: Bruce W. MacGregor
-------------------------
Bruce W. MacGregor
President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Bruce W. MacGregor, Victor J. Trippetti, Jr. and William
R. Sherman, or any one of them, his or her attorney-in-fact, with
full power of substitution, for him or her in any and all
capacities, to sign any amendments to this Registration
Statement, and to file the same with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may
do or cause to be done by virtue thereof.
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.
Signature Title Date
- --------- ----- ----
Stanley P. Gold Chairman of February 27, 1997
- --------------------------- the Board,
Stanley P. Gold Chief
Executive
Officer and
Director
(principal
executive
officer)
Victor J. Trippetti, Jr. (principal February 27, 1997
- --------------------------- financial and
Victor J. Trippetti, Jr. accounting
officer)
William L. Benford Director February 27, 1997
- ---------------------------
William L. Benford
Walter C. Bladstrom Director February 27, 1997
- ---------------------------
Walter C. Bladstrom
Allan E. Dalshaug Director February 27, 1997
- ---------------------------
Allan E. Dalshaug
Willie D. Davis Director February 27, 1997
- ---------------------------
Willie D. Davis
Stephen A. Koffler Director February 27, 1997
- ---------------------------
Stephen A. Koffler
Ann E. Meyers Director February 27, 1997
- ---------------------------
Ann E. Meyers
Clifford A. Miller Director February 27, 1997
- ---------------------------
Clifford A. Miller
Robert G. Moskowitz Director February 27, 1997
- ---------------------------
Robert G. Moskowitz
Vappalak A. Ravindran Director February 27, 1997
- ---------------------------
Vappalak A. Ravindran
EXHIBIT INDEX
Exhibit
No. Description Page
------- -------------------------------------- ----
25 Power of Attorney (included in page 3)
