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As Filed with the Securities and Exchange Commission on April 17, 1995.
Registration No. 33-____________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUIKSILVER, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 33-0199426
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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____________________________
1740 Monrovia
Costa Mesa, CA 92627
(Address, of Principal Executive Offices)
____________________________
Quiksilver, Inc.
Stock Option Plan
(Full Title of the Plan)
____________________________
Robert B. McKnight, Jr.
Chief Executive Officer
Quiksilver, Inc.
1740 Monrovia
Costa Mesa, CA 92627
(714) 645-1395
(Name, Address, and Telephone Number,
Including Area Code, of Agent for Service)
____________________________
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price Fee
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Common Stock, par value
$.01 per share . . . . . . . . . . . 320,000 $21.06 $6,739,200 $2,323.68
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) and based on the average of the high and low sales prices
of the Common Stock of Quiksilver, Inc. on April 13, 1995.
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INCORPORATION BY REFERENCE
The contents of the Form S-8 Registration Statement (File No.
33-24527) previously filed by Quiksilver, Inc. with the Securities and Exchange
Commission are hereby incorporated herein by reference.
EXHIBITS
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3.1 Certificate of Incorporation *
3.2 Bylaws **
5.1 Opinion of Hewitt & McGuire
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Hewitt & McGuire (included in Exhibit 5.1)
24.1 Power of Attorney (Contained on Signature Page)
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* Filed as Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1 (File No. 33-9892), such previously filed exhibit being
incorporated herein by this reference.
** Filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended October 31, 1990, such previously filed
exhibit being incorporated herein by this reference.
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, thereunto
duly authorized, in the City of Costa Mesa, State of California, on this 17th
day of April, 1995.
QUIKSILVER, INC.
By: /S/ Robert B. McKnight, Jr.
---------------------------------
Robert B. McKnight, Jr.
Chairman of the Board and
Chief Executive Officer
2
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POWER OF ATTORNEY
Each person whose signature appears below authorizes Robert B.
McKnight, Jr. and Randall L. Herrel, Sr., and either of them, with full power
of substitution and resubstitution, his or her true and lawful
attorneys-in-fact, for him or her in any and all capacities, to sign any
amendments (including post-effective amendments) to the Registration Statement
and to file the same with Exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated as of April 17, 1995.
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Signature Title Date
- --------- ----- ----
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/S/ Robert B. McKnight, Jr. Chairman of the Board, Chief Executive April 17, 1995
- --------------------------------- Officer and Director (principal executive
Robert B. McKnight, Jr. officer)
/S/ Randall L. Herrel, Sr. President, Chief Operating Officer, April 17, 1995
- --------------------------------- Secretary and Director
Randall L. Herrel, Sr.
/S/ Bert Fenenga Senior Vice President, Chief Financial April 17, 1995
- --------------------------------- Officer and Treasurer (principal accouting
Bert Fenega officer)
Director April __, 1995
- ---------------------------------
Charles E. Crowe
/S/ Robert G. Kirby Director April 17, 1995
- ---------------------------------
Robert G. Kirby
/S/ William M. Barnum, Jr. Director April 17, 1995
- ---------------------------------
William M. Barnum, Jr.
Director April __, 1995
- ---------------------------------
Michael Gray
Director April __, 1995
- ---------------------------------
Tom Roach
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3
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EXHIBIT INDEX
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Sequentially
Exhibit Number Exhibit Numbered Page
- -------------- ------- -------------
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3.1 Certificate of Incorporation of the Registrant Incorporated by reference
3.2 Bylaws of the Registrant Incorporated by reference
5.1 Opinion of Hewitt & McGuire
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Hewitt & McGuire (included in Exhibit 5.1)
24.1 Power of Attorney (contained on Signature Page)
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4
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HEWITT & MCGUIRE
ATTORNEYS AT LAW
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DEAN DUNN-RANKIN JAY F. PALCHIKOFF
CHARLES S. EXON 19900 MACARTHUR BOULEVARD, SUITE 1050 PAUL A. ROWE
ANDREW K. HARTZELL IRVINE, CALIFORNIA 92715 WILLIAM L. TWOMEY
HUGH HEWITT (714) 798-0500 (714) 798-0511 (FAX) JOHN P. YEAGER
MARK R. MCGUIRE
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EXHIBIT 5.1
April 17, 1995
Quiksilver, Inc.
1740 Monrovia Avenue
Costa Mesa, CA 92627
Re: Form S-8 Registration Statement
Gentlemen::
We have acted as your legal counsel in the preparation of the
Form S-8 Registration Statement ("Registration Statement") which will be filed
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of 320,000 shares of common
stock, $.01 par value, ("Common Stock") of Quiksilver, Inc., a Delaware
corporation ("Company") issuable upon exercise of the stock options granted
pursuant to the Company's stock option plan.
As such legal counsel, we have made such legal and factual
inquiries as we deemed necessary under the circumstances for the purpose of
rendering this opinion. In reliance thereon, we are of the opinion that the
320,000 shares of Common Stock of the Company being registered under the
aforementioned Registration Statement will, when issued in full pursuant to the
options granted and exercised in accordance with the terms of the stock option
plan and related stock option agreements, be duly authorized and validly
issued, fully paid and non-assessable.
We have assumed for purposes of this opinion that any
promissory note given by an optionee as full or particl payment of the exercise
price of an option issued under the Company's stock option plan will be
negotiable and secured by collateral constituting lawful consideration under
Section 152 of the Delaware General Corporation Law.
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Quiksilver, Inc.
April 17, 1995
Page 7
We hereby consent to the filing of this opinion as an exhibit
to the aforementioned Registration Statement.
Sincerely,
HEWITT & MCGUIRE
PAR/CSE/aec
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EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8, pertaining to the Quiksilver, Inc. Stock Option Plan, of our report,
dated December 23, 1994, on the consolidated financial statements of
Quiksilver, Inc. appearing in the Annual Report on Form 10- K of Quiksilver,
Inc. for the year ended October 31, 1994.
DELOITTE & TOUCHE LLP
Costa Mesa, California
April 12, 1995
