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As filed with the Securities and Exchange Commission on June 28, 2000
Registration No. 333-____________
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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)
DELAWARE 33-0199426
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
15202 GRAHAM STREET
HUNTINGTON BEACH, CALIFORNIA 92649
(Address of principal executive offices) (Zip Code)
2000 STOCK INCENTIVE PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
QUIKSILVER/HAWK DESIGNS, INC. STOCK OPTION PLAN
(Full title of the Plans)
ROBERT B. MCKNIGHT, JR.
CHIEF EXECUTIVE OFFICER
QUIKSILVER, INC.
15202 GRAHAM STREET
HUNTINGTON BEACH, CALIFORNIA 92649
(Name and address of agent for service)
(714) 889-2200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Offering Maximum Amount of
Amount to be Price per Aggregate Registration
Title of Securities to be Registered Registered(1) Share Offering Price Fee
------------------------------------ -------------- ----------- -------------- ------------
<S> <C> <C> <C> <C>
2000 Stock Incentive Plan
Common Stock, $0.01 par value 500,000 shares $11.4375(2) $5,718,750(2) $1,509.75
2000 Employee Stock Purchase Plan
Common Stock, $0.01 par value 200,000 shares $11.4375(2) $2,287,500(2) $ 603.90
Quiksilver/Hawk Designs, Inc. Stock Option Plan
Common Stock, $0.01 par value 70,000 shares $11.4375(2) $ 800,625(2) $ 211.37
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770,000 shares
==============
Aggregate Registration Fee $2,325.02
=========
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 2000 Employee Stock
Purchase Plan, the 2000 Stock Incentive Plan and the Quiksilver/Hawk
Designs, Inc. Stock Option Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without
the Registrant's receipt of consideration which results in an increase
in the number of the outstanding shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling prices per share of Registrant's Common Stock
on June 23, 2000, as reported by the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Quiksilver, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1999 filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended January 31, 2000 filed pursuant to Section 13 of the
1934 Act;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended April 30, 2000 filed pursuant to Section 13 of the
1934 Act; and
(d) The Registrant's Registration Statement on Form 8-A12B filed with
the SEC on June 15, 1998, in which are described the terms,
rights and provisions applicable to the Registrant's outstanding
Common Stock.
All reports and definitive proxy or information statements subsequently
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which de-registers all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document 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
subsequently filed document which also 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 superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of the Registrant under certain
conditions and subject to certain limitations. Section 145 of the Delaware
General Corporation Law also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers and directors against
any liability asserted against such person and incurred by him or her in such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of Section 145 of the Delaware General Corporation Law.
Article III, Section 13 of the Amended and Restated Bylaws of the
Registrant provides that the Registrant shall indemnify its directors, executive
officers and agents to the fullest extent permitted by the Delaware General
Corporation Law. The rights to indemnity thereunder continue as to a person who
has ceased to be a
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director, officer, employee or agent and inure to the benefit of the heirs,
executors and administrators of the person. In addition, expenses incurred by a
director or executive officer in defending any civil, criminal, administrative
or investigative action, suit or proceeding by reason of the fact that he or she
is or was a director or officer of the Registrant (or was serving at the
Registrant's request as a director or officer of another corporation) may be
paid by the Registrant in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the Registrant as authorized by the
relevant section of the Delaware General Corporation Law.
As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, Article Fifth of the Registrant's Restated Certificate of Incorporation
provides that a director of the Registrant shall not be personally liable for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or acts or
omissions that involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived any improper personal benefit.
The Registrant has entered into indemnification agreements with each of
its directors and executive officers. The indemnification agreements generally
require the Registrant to indemnify its executive officers and directors against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred by the executive officer or director in connection with any
proceeding arising by reason of the fact that such person is or was an executive
officer or director of the Registrant. The indemnification agreements also
require the Registrant to advance litigation expenses provided that the
executive officer or director undertakes to repay the amounts if it is
ultimately determined that the executive officer or director is not entitled to
indemnification for the expenses. The indemnification agreements also establish
a conclusive presumption that the director or executive officer has met the
applicable standard of conduct required for indemnification unless a majority of
the disinterested members of the board of directors, a majority of the
stockholders or independent legal counsel in a written opinion determine that
the applicable standard has not been met. Partial indemnification is explicitly
provided for in the indemnification agreements in the event that a director or
officer is not entitled to full indemnification under the terms of the
indemnification agreements or under applicable law.
The Registrant has purchased directors' and officers' liability
insurance. The Registrant intends to enter into additional indemnification
agreements with each of its directors and executive officers to effectuate these
indemnity provisions.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act") may be permitted to directors, officers
or persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
1933 Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 001-14229 on
Form 8-A12B, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d) to
this Registration Statement.
5 Opinion and consent of Hewitt & McGuire, LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Hewitt & McGuire, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to the Signature Page of
this Registration Statement.
99.1 2000 Stock Incentive Plan.
99.2 2000 Employee Stock Purchase Plan.
99.3 Quiksilver/Hawk Designs, Inc. 2000 Stock Option Plan
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Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) 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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment 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; and (3) 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 Registrant's 2000
Stock Incentive Plan and 2000 Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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.
C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Huntington Beach, State of California on this
26th day of June, 2000.
QUIKSILVER, INC.
By: /s/ ROBERT B. MCKNIGHT, JR.
---------------------------------
Robert B. McKnight, Jr.
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Quiksilver, Inc., a
Delaware corporation, do hereby constitute and appoint Robert B. McKnight, Jr.
and Steven L. Brink and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Robert B. McKnight, Jr. Chairman of the Board and June 26, 2000
----------------------------- Chief Executive Officer
Robert B. McKnight, Jr. (Principal Executive Officer)
/s/ Steven L. Brink Chief Financial Officer, June 27, 2000
----------------------------- Secretary and Treasurer
Steven L. Brink (Principal Financial Officer)
/s/ Harry Hodge Director June 26, 2000
-----------------------------
Harry Hodge
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Director June 26, 2000
/s/ William M. Barnum
-----------------------------
William M. Barnum
/s/ Charles E. Crowe Director June 26, 2000
-----------------------------
Charles E. Crowe
/s/ Michael H. Gray Director June 26, 2000
-----------------------------
Michael H. Gray
/s/ Robert G. Kirby Director June 27, 2000
-----------------------------
Robert G. Kirby
Director June ___, 2000
-----------------------------
Tom Roach
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
QUIKSILVER, INC.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
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<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 001-14229 on
Form 8-A12B, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d) to
this Registration Statement.
5 Opinion and consent of Hewitt & McGuire, LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Public
Accountants.
23.2 Consent of Hewitt & McGuire, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to the Signature Page
of this Registration Statement.
99.1 2000 Stock Incentive Plan.
99.2 2000 Employee Stock Purchase Plan.
99.3 Quiksilver/Hawk Designs, Inc. 2000 Stock Option Plan
</TABLE>
