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As Filed with the Securities and Exchange Commission on June 11, 1998.
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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<S> <C>
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.
1996 Stock Option Plan
1998 Nonemployee Directors' Stock Option Plan
1997 Mervin 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 . . . . . . . . . . . 1,480,200 $20.00 $29,604,000 $8,734
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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 June 8, 1998.
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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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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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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 9th day
of June, 1998.
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 Steven L. Brink, 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 June 9, 1998.
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Signature Title Date
- --------- ----- ----
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/s/ Robert B. McKnight, Jr. Chairman of the Board, Chief Executive June 9, 1998
- --------------------------------- Officer and Director
Robert B. McKnight, Jr. (principal executive officer)
/s/ Steven L. Brink Chief Financial Officer, Secretary June 9, 1998
- --------------------------------- and Treasurer (principal accounting
Steven L. Brink officer)
Director June , 1998
- ---------------------------------
Charles E. Crowe
/s/ Robert G. Kirby Director June 9, 1998
- ---------------------------------
Robert G. Kirby
/s/ William M. Barnum, Jr. Director June 9, 1998
- ---------------------------------
William M. Barnum, Jr.
/s/ Michael Gray Director June 9, 1998
- ---------------------------------
Michael Gray
Director June , 1998
- ---------------------------------
Tom Roach
/s/ Harry Hodge Director June 9, 1998
- ---------------------------------
Harry Hodge
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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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5.1 Opinion of Hewitt & McGuire, LLP
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, LLP
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
June 9, 1998
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 1,480,200 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 1996 Stock Option Plan, 1998 Nonemployee Directors'
Stock Option Plan and 1997 Mervin 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
1,480,200 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.
May 13, 1996
Page 7
We hereby consent to the filing of this opinion as an exhibit
to the aforementioned Registration Statement.
Sincerely,
HEWITT & MCGUIRE, LLP
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 Plans, of our
report, dated December 19, 1997, 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, 1997.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
June 8, 1998
