<PAGE> 1
As filed with the Commission on ________________, 1995 File No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
The Timberland Company
----------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 02-0312554
- -------------------------------- --------------------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
200 Domain Drive
Stratham, New Hampshire 03885
- --------------------------------------------------------------------------------
(Address of Principal Executive Office, including Zip Code)
1987 STOCK OPTION PLAN
----------------------
(Full Title of the Plan)
Sidney W. Swartz
The Timberland Company
200 Domain Drive
Stratham, New Hampshire 03885
(603) 772-9500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum Registration
to be registered offering aggregate fee
registered price per offering
share1 price1
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 500,000 shares $ 23.00 $ 11,500,000.00 $ 3,968.00
$0.01 par value
- ------------------------------------------------------------------------------------------------------
- -----------------------------
<FN>
1 Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on the
basis of the average of the high and low prices of the Class A Common Stock of The Timberland Company as
reported on the New York Stock Exchange on June 14, 1995.
</TABLE>
Exhibit Index appears on page 6.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
The Timberland Company (the "COMPANY" or "REGISTRANT") hereby incorporates by
reference the contents of the Registrant's Registration Statement on Form S-8,
File number 33-17552, and Registration Statement on Form S-8, File number
33-67128. The purpose of this Registration Statement is to register an
additional 500,000 shares of the Company's Class A Common stock for issuance
under the Company's 1987 Stock Option Plan.
<TABLE>
ITEM 8. EXHIBITS
--------
<CAPTION>
EXHIBIT
<S> <C>
4. The Timberland Company 1987 Stock Option Plan, as amended to date.
5. Opinion of Ropes & Gray.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Ropes & Gray (contained in Exhibit 5).
24. Power of Attorney (included in Part II of the Registration Statement).
</TABLE>
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 Securities Act of 1933;
(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 the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in the post-effective amendment by
those paragraphs is contained in
-2-
<PAGE> 3
periodic reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and
will be governed by the final adjudication of such issue.
-3-
<PAGE> 4
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 Town of Stratham, State of New Hampshire, on this 19th
day of June, 1995.
THE TIMBERLAND COMPANY
By: /s/ Sidney W. Swartz
--------------------------
Sidney W. Swartz
President
-4-
<PAGE> 5
POWER OF ATTORNEY
-----------------
Each person whose signature appears below constitutes and appoints
Jeffrey B. Swartz, Keith D. Monda and Dennis W. Hagele and each of them singly,
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstititution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 to be
filed by The Timberland Company, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Chairman of the Board, Chief
/s/ Sidney W. Swartz Executive Officer, President and
- ------------------------ Director June 19, 1995
Sidney W. Swartz
/s/ Jeffrey B. Swartz Executive Vice President, Chief
- ------------------------ Operating Officer and Director June 19, 1995
Jeffrey B. Swartz
Senior Vice President - Finance and
/s/ Keith D. Monda Administration and Chief Financial
- ------------------------ Officer June 19, 1995
Keith D. Monda
/s/ Dennis W. Hagele Vice President - Finance and Chief
- ------------------------ Accounting Officer June 19, 1995
Dennis W. Hagele
/s/ Robert M. Agate
- ------------------------ Director June 19, 1995
Robert M. Agate
/s/ John F. Brennan Director June 19, 1995
- ------------------------
John F. Brennan
/s/Abraham Zaleznik
- ------------------------ June 19, 1995
Abraham Zaleznik Director
</TABLE>
-5-
<PAGE> 6
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
EXHIBIT NO. TITLE PAGE
---------- --------------------------------------------------------------- --------
<S> <C> <C>
4. The Timberland Company 1987 Stock Option Plan, as amended to
date. 7
5. Opinion of Ropes & Gray. 15
23.1 Consent of Deloitte & Touche. 16
23.2 Consent of Ropes & Gray (contained in Exhibit 5). --
24. Power of Attorney (included in Part II of the Registration
Statement under the caption "Signatures"). --
</TABLE>
-6-
<PAGE> 1
EXHIBIT 4
THE TIMBERLAND COMPANY
1987 STOCK OPTION PLAN
(AS AMENDED THROUGH MAY 18, 1995)
1. PURPOSE
-------
The purpose of this 1987 Stock Option Plan (the "Plan") is to advance the
interests of The Timberland Company (the "Company") by enhancing the ability of
the Company (a) to attract and retain employees who are in a position to make
significant contributions to the success of the Company; (b) to reward
employees for such contributions; and (c) to encourage employees to take into
account the long-term interests of the Company through ownership of shares of
the Company's Class A Common Stock (the "Stock").
Options granted pursuant to the Plan may be incentive stock options as
defined in section 422 of the Internal Revenue Code of 1986 (as it may from
time to time be amended) (the "Code") (any option that is intended so to
qualify as an incentive stock option being referred to herein as an "incentive
option"), or options that are not incentive options, or both.
2. ADMINISTRATION
--------------
The Plan shall be administered by the Board of Directors of the Company
(the "Board").
The Board may, in its discretion, delegate its powers with respect to the
Plan to a committee (the "Committee"), in which event all references herein to
the Board shall be deemed to be references to the Committee, provided that the
Board may not so delegate its powers to amend or terminate the Plan in
accordance with the last sentence of Section 8 below. The Committee shall
consist of at least three Directors. A majority of the members of the
Committee shall constitute a quorum, and all determinations of the Committee
shall be made by a majority of its members. Any determination of the Committee
under the Plan may be made without notice or meeting of the Committee by a
writing signed by a majority of the Committee members. Following any
registration of the Stock under the Securities Exchange Act of 1934 (the
"Act"), all members of the Committee shall be disinterested persons within the
meaning of Rule 16b-3 under the Act.
The Board shall have authority, not inconsistent with the express
provisions of the Plan; (a) to grant options to such eligible employees as the
Committee may select; (b) to determine the time or times when options shall be
granted and the number of shares of Stock subject to each option; (c) to
determine which options are, and which options are not, incentive options; (d)
to determine the terms and conditions of each option; (e) to prescribe the form
or forms of instruments evidencing options and any other instruments required
under the Plan and to change such forms from time to time; (f) to adopt, amend
and rescind rules and regulations for the administration of the Plan; and (g)
to interpret the Plan and to decide any questions and settle all controversies
and disputes that may arise in connection with the Plan. Subject to Section 8
the Board shall also have the authority, both generally and in particular
instances, to waive compliance by an employee with any obligation to be
performed by him under an option and to waive any condition or
<PAGE> 2
provision of an option, except that the Board may not, in the case of an
incentive option, other than in accordance with Section 4(c), (i) increase the
total number of shares covered by the option, (ii) extend the term of the
option to more than ten years (five years, in the case of an incentive option
granted to a "ten-percent shareholder" as defined in Section 6(b) below), or
(iii) unless the optionee consents, reduce the option exercise price per share
or otherwise cause a modification, extension or renewal (within the meaning of
section 424(h) of the Code) of the option. All such determinations and actions
of the Board shall be conclusive and shall bind all parties.
3. EFFECTIVE DATE AND TERM OF PLAN
-------------------------------
The Plan shall become effective upon the date on which the Plan is
approved by the shareholders of the Company. Grants of options under the Plan
may be made prior to that date (but after adoption of the Plan by the Board of
Directors), subject to approval of the Plan by such shareholders.
No option shall be granted under the Plan after the completion of ten
years from the date on which the Plan was adopted by the Board of Directors,
but options previously granted may extend beyond that date.
4. SHARES SUBJECT TO THE PLAN
--------------------------
(a) NUMBER OF SHARES. Subject to adjustment as provided in Section
4(c), the maximum aggregate number of shares of Stock that may be delivered
upon the exercise of options granted under the Plan shall be 2,100,000. If any
option granted under the Plan terminates without having been exercised in full,
the number of shares of stock as to which such option was not exercised shall
be available for future grants within the limits set forth in this Section
4(a).
(b) SHARES TO BE DELIVERED. Shares delivered under the Plan shall be
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in
treasury. No fractional shares of Stock shall be delivered under the Plan.
(c) CHANGES IN STOCK. In the event of a stock dividend, stock split
or combination of shares, recapitalization or other change in the Company's
capital stock, the number and kind of shares of stock or securities of the
Company subject to options then outstanding or subsequently granted under the
Plan, the maximum number of shares or securities that may be delivered under
the Plan, the exercise price, and other relevant provisions shall be
appropriately adjusted by the Board, whose determination shall be binding on
all persons.
The Board may also adjust the number of shares subject to outstanding
options, the exercise price of outstanding options and the terms of outstanding
options, to take into consideration material changes in accounting practices or
principles, consolidations or mergers (except those described in Section 6(i)),
acquisitions or dispositions of stock or property or any other event if it is
determined by the Board that such adjustment is appropriate to avoid distortion
in the operation of the Plan, provided that no such adjustment shall be made in
the case of an incentive option if it
<PAGE> 3
would constitute a modification, extension or renewal of the option within the
meaning of section 424(h) of the Code.
(d) REPLACEMENT OPTIONS. The Board may grant options under the Plan
in substitution for options held by employees of another corporation who
concurrently become employees of the Company or a subsidiary as the result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary or the acquisition by the Company or a subsidiary of property or
stock of the employing corporation. The Board may direct that the replacement
options be granted on such terms and conditions as the Committee considers
appropriate in the circumstances.
5. ELIGIBILITY FOR OPTIONS
-----------------------
Employees eligible to receive options under the Plan shall be those
employees of the Company and its subsidiaries who, in the opinion of the Board,
are in a position to make a significant contribution to the success of the
Company or such subsidiaries. A subsidiary for purposes of the Plan shall be a
corporation in which the Company owns, directly or indirectly, stock possessing
50% or more of the total combined voting power of all classes of stock.
Directors who are not employees shall not be eligible to participate in
the Plan. Incentive options shall be granted only to "employees" as defined in
the provisions of the Code or regulations thereunder applicable to incentive
stock options. Receipt of options under the Plan or of awards under any other
employee benefit plan of the Company or any of its subsidiaries shall not
preclude an employee from receiving options or additional options under the
Plan.
6. TERMS AND CONDITIONS OF OPTIONS
-------------------------------
(a) AGGREGATE VALUE OF COMMON STOCK SUBJECT TO INCENTIVE STOCK
OPTIONS. Solely for the purposes of determining whether an option granted
under the Plan will be treated for federal income tax purposes as an incentive
option or an option that is not an incentive option, the aggregate fair market
value (determined as of the time of grant) of the Stock with respect to which
incentive options are exercisable for the first time by an employee during any
calendar year (under all plans of his employer corporation and its parent and
subsidiary corporations, as those terms are used in section 422(d) of the Code)
shall not exceed $100,000. This Section 6(a) shall be construed and applied in
accordance with section 422(d) of the Code and the regulations, if any,
promulgated thereunder.
(b) EXERCISE PRICE. The exercise price of each option shall be
determined by the Board but in the case of an incentive option shall not be
less than 100% (110%, in the case of an incentive option granted to a
ten-percent shareholder) of the fair market value per share of the Stock at the
time the incentive option is granted; nor shall the exercise price of any
option be less, in the case of an original issue of authorized stock, than par
value per share. In the case of employees who are subject to Section 16 of the
Act, the exercise price of an option shall not be less than 50% of the fair
market value of the Stock on the date of the grant. For this purpose, "fair
market value" in the case of incentive options shall have the same meaning
<PAGE> 4
as it does in the provisions of the Code and the regulations thereunder
applicable to incentive options; and "ten-percent shareholder" shall mean any
employee who at the time of grant owns directly, or is deemed to own by reason
of the attribution rules set forth in section 424(d) of the Code, stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or of any of its parent or subsidiary corporations.
(c) DURATION OF OPTIONS. In no case shall an option be exercisable
more than ten years (five years, in the case of an incentive option granted to
a "ten-percent shareholder" as defined in (b) above) from the date the option
was granted.
(d) EXERCISE OF OPTIONS.
(1) Each option shall be made exercisable at such time or times, whether
or not in installments, as the Board shall prescribe at the time an
option is granted.
In the case of an option not immediately exercisable in full, the
Board may at any time accelerate the time at which all or any part
of the option may be exercised.
(2) The award forms or other instruments evidencing incentive options
shall contain such provisions relating to exercise and other matters
as are required of incentive options under the applicable provisions
of the Code and the regulations thereunder, as from time to time in
effect.
(3) Any exercise of an option shall be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by (a) the
option certificate and any other documents required by the Board and
(b) payment in full for the number of shares for which the option is
exercised.
(4) In the case of an option that is not an incentive option, the Board
shall have the right to require that the individual exercising the
option remit to the Company an amount sufficient to satisfy any
federal, state, or local withholding tax requirements (or make other
arrangements satisfactory to the Company with regard to such taxes)
prior to the delivery of any Stock pursuant to the exercise of the
option. In the case of an incentive option, if at the time the
option is exercised the Board determines that under applicable law
and regulations the Company could be liable for the withholding of
any federal or state tax with respect to a disposition of the Stock
received upon exercise, the Board may require as a condition of
exercise that the individual exercising the option agree (i) to
inform the Company promptly of any disposition (within the meaning of
section 424(c) of the Code and the regulations thereunder) of Stock
received upon exercise, and (ii) to give such security as the Board
deems adequate to meet the potential liability of the Company for the
withholding of tax, and to augment such security from time to time in
any amount reasonably deemed necessary by the Committee to preserve
the adequacy of such security.
<PAGE> 5
(5) If an option is exercised by the executor or administrator of a
deceased employee, or by the person or persons to whom the option has
been transferred by the employee's will or the applicable laws of
descent and distribution, the Company shall be under no obligation to
deliver Stock pursuant to such exercise until the Company is
satisfied as to the authority of the person or persons exercising the
option.
(e) PAYMENT FOR AND DELIVERY OF STOCK. Stock purchased under the Plan
shall be paid for as follows: (i) in cash or by certified check, bank draft or
money order payable to the order of the Company or (ii) if so permitted by the
terms of the option, (A) through the delivery of shares of Stock having a fair
market value on the last business day preceding the date of exercise equal to
the purchase price or (B) by a combination of cash and Stock as provided in
clauses (i) and (ii)(A) above or (iii) if so permitted by the terms of the
option, by delivery of a promissory note of the employee containing such terms
and conditions, including without limitation interest rate and maturity, as the
Board may specify in the option (except that the option may provide that the
rate of interest on the note will be such rate as is sufficient at all times to
avoid the imputation of any interest under the applicable provision of the
Code), or by a combination of cash (or cash and Stock) and such a promissory
note; provided, that if the Stock delivered upon exercise of the option is an
original issue of authorized Stock, at least so much of the exercise price as
represents the par value of such Stock shall be paid in cash, in Stock or by a
combination of cash and Stock.
An option holder shall not have the rights of a shareholder with regard to
awards under the Plan except as to Stock actually received by him under the
Plan.
The Company shall not be obligated to deliver any shares of Stock (a)
until, in the opinion of the Company's counsel, all applicable federal and
state laws and regulations have been complied with, and (b) if the outstanding
Stock is at the time listed on any stock exchange, until the shares to be
delivered have been listed or authorized to be listed on such exchange upon
official notice of issuance, and (c) until all other legal matters in
connection with the issuance and delivery of such shares have been approved by
the Company's counsel. If the sale of Stock has not been registered under the
Securities Act of 1933, as amended, the Company may require, as a condition to
exercise of the option, such representations or agreements as counsel for the
Company may consider appropriate to avoid violation of such Act and may require
that the certificates evidencing such Stock bear an appropriate legend
restricting transfer.
(f) NONTRANSFERABILITY OF OPTIONS. No option may be transferred other
than by will or by the laws of descent and distribution, and during an
employee's lifetime an option may be exercised only by him.
(g) DEATH. If an employee's employment with the Company and its
subsidiaries terminates by reason of death, upon death, each option held by the
employee immediately prior to death shall become immediately exercisable and
shall remain exercisable by his executor or administrator, or by the person
or persons to whom the option is transferred by will or the applicable laws of
descent and distribution, at any time within the one-year period ending with
the first anniversary of the employee's death (subject, however, to the
limitations of Section 6(c) regarding the maximum exercise period for such
option).
<PAGE> 6
(h) OTHER TERMINATION OF EMPLOYMENT. If an employee's employment with
the Company and its subsidiaries terminates for any reason other than death,
all options held by the employee that are not then exercisable shall terminate.
Options that are exercisable on the date of termination shall continue to be
exercisable for a period of three months (subject to Section 6(c) and the last
sentence of Section 6(g)) unless the employee was discharged for cause which in
the opinion of the Board casts such discredit on him as to justify termination
of his options. After completion of that three-month period, such options
shall terminate to the extent not previously exercised, expired or terminated.
For purposes of this Section 6(h), employment shall not be considered
terminated (i) in the case of sick leave or other bona fide leave of absence
approved for purposes of the Plan by the Board, so long as the employee's right
to reemployment is guaranteed either by statute or by contract, or (ii) in the
case of a transfer of employment between the Company and a subsidiary or
between subsidiaries, or to the employment of a corporation (or a parent or
subsidiary corporation of such corporation) issuing or assuming an option in a
transaction to which section 424(a) of the Code applies.
(i) MERGERS, ETC. In the event of any merger or consolidation
involving the Company, any sale of substantially all of the Company's assets or
any other transaction or series of related transactions as a result of which a
single Person (as defined below) or several Persons acting in concert own a
majority of the Company's then outstanding voting common stock (such merger,
consolidation, sale or other transaction being hereinafter referred to as a
"Transaction"), all outstanding options shall become exercisable, immediately
prior to the consummation of such Transaction. Upon consummation of the
Transaction, all outstanding options shall terminate and cease to be
exercisable. There shall be excluded from the foregoing any Transaction as a
result of which (a) the holders of Stock prior to the Transaction retain or
acquire securities constituting a majority of the outstanding voting common
stock of the acquiring or surviving corporation or other entity and (b) no
single Person owns more than half of the outstanding voting common stock of the
acquiring or surviving corporation or other entity, unless such Person was a
stockholder of the Company on February 3, 1987 or is at the time an Affiliate
of any such stockholder. For purposes of this Section, voting common stock of
the acquiring or surviving corporation or other entity that is issuable upon
conversion of convertible securities or upon exercise of warrants or options
shall be considered outstanding, and all securities that vote in the election
of directors (other than solely as the result of a default in the making of any
dividend or other payment) shall be deemed to constitute that number of shares
of voting common stock which is equivalent to the number of such votes that may
be cast by the holders of such securities.
In lieu of the provisions of the immediately preceding paragraph, if there
is an acquiring or surviving corporation or entity, the Board may, by vote of a
majority of the members of the Board who are Continuing Directors (as defined
below), arrange to have such acquiring or surviving corporation or entity or an
Affiliate (as defined below) thereof grant to employees holding outstanding
options replacement options which, in the case of incentive options, satisfy,
in the determination of the Board, the requirements of Section 424(e) of the
Code.
The term "Continuing Director" shall mean any director of the Company who
(i) is not an Acquiring Person or an Affiliate of an Acquiring Person and (ii)
either was (A) a member of the Board of Directors of the Company on February 3,
1987 or (B) nominated for his or her initial
<PAGE> 7
term of office by a majority of the Continuing Directors in office at the time
of such nomination. The term "Acquiring Person" shall mean, with respect to
any Transaction, each Person who is a party to or a participant in such
Transaction or who, as a result of such Transaction, would (together with other
Persons acting in concert) own a majority of the Company's outstanding
Stock; provided, however, that none of the Company, any wholly-owned subsidiary
of the Company, any employee benefit plan of the Company, any trustee in
respect thereof acting in such capacity or any Person which was a stockholder
of the Company on February 3, 1987 or is at the time an Affiliate of any such
stockholder shall, for purposes of this Section, be deemed an "Acquiring
Person". The term "Affiliate" with respect to any Person, shall mean any other
Person who is, or would be deemed to be, an "affiliate" or an "associate" of
such Person within the respective meanings ascribed to such terms in Rule 12b-2
of the General Rules and Regulations under the Act, as such rule is in effect
on June 1, 1986. The term "Person" shall mean a corporation, association,
partnership, joint venture, trust, organization, business, individual or
government or any governmental agency or political subdivision thereof.
(j) ANNUAL LIMITATION ON GRANTS. Effective May 18, 1995, the
maximum number of shares of Stock for which options may be granted under the
Plan to any participant in any calendar year is 150,000. For this purpose,
the replacement or repricing of options will constitute a new grant. To the
extent consistent with Section 162(m) of the Code, the 150,000 limit set forth
in the first sentence of this paragraph shall be adjusted by the Committee to
reflect changes in capitalization described in the first paragraph of
Section 4(c).
7. EMPLOYMENT RIGHTS
-----------------
Neither the adoption of the Plan nor the grant of options shall confer
upon any employee any right to continued employment with the Company or any
parent or subsidiary or affect in any way the right of the Company or parent or
subsidiary to terminate the employment of an employee at any time. Except as
specifically provided by the Board in any particular case, the loss of existing
or potential profit in options granted under this Plan shall not constitute an
element of damages in the event of termination of the employment of an employee
even if the termination is in violation of an obligation of the Company to the
employee by contract or otherwise.
8. EFFECT OF DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION
-----------------------------------------------------------------
Neither adoption of the Plan nor the grant of options to an employee shall
affect the Company's right to grant to such employee options that are not
subject to the Plan, to issue to such employees Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued to
employees.
The Board may at any time discontinue granting options under the Plan.
With the consent of the employee, the Board may at any time cancel an existing
option in whole or in part and grant the employee another option for such
number of shares as the Board specifies. The Board may at any time or times
amend the Plan for the purpose of satisfying the requirements of section 422 of
the Code or of any changes in applicable laws or regulations and the Board may
amend the Plan for any other purpose which may at the time be permitted by law,
or may at any time terminate the Plan as to any further grants of options,
provided that (except to the extent
<PAGE> 8
expressly required or permitted hereinabove) no such amendment shall, without
the approval of the shareholders of the Company, (a) increase the maximum
number of shares available under the Plan, (b) change the group of employees
eligible to receive options under the Plan, (c) reduce the price at which
incentive options may be granted, (d) extend the time within which options may
be granted, (e) alter the Plan in such a way that incentive options already
granted hereunder would not be considered incentive stock options under section
422 of the Code, or (f) amend the provision of this Section 8, and no such
amendment shall adversely affect the rights of any employee (without his
consent) under any option previously granted.
<PAGE> 1
EXHIBIT 5
June 21, 1995
The Timberland Company
200 Domain Drive
Stratham, NH 03885
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 500,000 shares of Class A Common Stock, $0.01
par value (the "Shares"), of The Timberland Company (the "Company").
We have acted as counsel to the Company and are familiar with the
actions taken by the Company in connection with the Company's 1987 Stock Option
Plan (the "Plan"). For purposes of this opinion we have examined the Plan and
such other documents as we deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and when the Shares have been issued and sold and
consideration received therefor by the Company in accordance with the terms of
the Plan, they will be validly issued, fully paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ropes & Gray
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Timberland Company on Form S-8 of our reports dated February 9, 1995,
appearing and incorporated by reference in the Annual Report on Form 10-K of
The Timberland Company for the year ended December 31, 1994.
/s/ Deloitte & Touche
Boston, Massachusetts
June 20, 1995
