<PAGE>
As filed with the Securities and Exchange Commission on October 11, 2000
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
GLOBAL SPORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2958132
(State of Incorporation) (I.R.S. Employer Identification No.)
----------------------
1075 First Avenue
King of Prussia, Pennsylvania 19406
(610) 265-3229
(Address of principal executive offices)
----------------------
2000 Employee Stock Purchase Plan
(Full title of the plans)
Michael G. Rubin
Chairman and Chief Executive Officer
1075 First Avenue
King of Prussia, Pennsylvania 19406
(610) 265-3229
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
Copies to:
Eric M. Reifschneider, Esq.
Timothy G. Patterson, Esq.
Kevin D. Gonzalez, Esq.
COOLEY GODWARD LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------- ------------------------- -------------------------- ------------------------ ------------------------
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered Price per Share (1) Offering Price (1) Registration Fee
--------------------------- ------------------------- -------------------------- ------------------------ ------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 900,000 shares $7.0625 $6,356,250 $1,678.05
$0.01 per share
--------------------------- ------------------------- -------------------------- ------------------------ ------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon the average of the high and low
prices of Registrant's Common Stock on October 10, 2000 as reported on
the Nasdaq National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Global Sports, Inc. (the "Registrant")
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:
(a) The Registrant's latest annual report on Form 10-K/A filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.
(c) The description of the Registrant's Common Stock which is contained in
a registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law provides, in substance, that Delaware
corporations shall have the power, under specified circumstances, to indemnify
their directors, officers, employees and agents in connection with actions,
suits or proceeding brought against them by third parties and in connection with
actions or suits by or in the right of the corporation, by reason of the fact
that they were or are such directors, officers, employees and agents, against
expenses (including attorney's fees) and, in the case of actions, suits or
proceedings brought by third parties, against judgments, fines and amounts paid
in settlement actually and reasonably incurred in any such action, suit or
proceeding.
The Registrant's Bylaws also provide for indemnification to the fullest
extent permitted by the Delaware General Corporation Law. Reference is made to
the Bylaws of the Registrant.
As permitted by the Delaware General Corporation Law, the Registrant's
Amended and Restated Certificate of Incorporation eliminates the personal
liability of its directors to the Registrant and its stockholders, in certain
circumstances, for monetary damages arising from breach of the director's
fiduciary duty.
The Registrant's has obtained directors' and officers' liability insurance
which covers certain liabilities, including liabilities to the Registrant's and
its stockholder, in the amount of $5.0 million. Moreover, the Registrant has
entered into indemnification agreements with its directors and certain officers
that are intended to provide greater protection that currently provided under
the Delaware General Corporation Law and the Registrant's Bylaws.
1.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5 Opinion of Cooley Godward LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement
24 Power of Attorney is contained on the signature pages.
99 2000 Employee Stock Purchase Plan
</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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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.
2.
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, 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 Securities
Act 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
3.
<PAGE>
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 King of Prussia, State of Pennsylvania, on October
10, 2000.
GLOBAL SPORTS, INC.
/s/ MICHAEL G. RUBIN
--------------------------------------------
By: Michael G. Rubin
Title: Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael G. Rubin and Jordan M. Copland,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, 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, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
4.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ MICHAEL G. RUBIN Chairman and Chief Executive October 10, 2000
-------------------------------------------- Officer
(MICHAEL G. RUBIN)
/s/ JORDAN M. COPLAND Executive Vice President and Chief October 10, 2000
-------------------------------------------- Financial Officer (Principal
(JORDAN M. COPLAND) Financial Officer)
/s/ KENNETH J. ADELBERG Director October 10, 2000
--------------------------------------------
(KENNETH J. ADELBERG)
/s/ RONALD D. FISHER Director October 10, 2000
--------------------------------------------
(RONALD D. FISHER)
/s/ HARVEY LAMM Director October 10, 2000
--------------------------------------------
(HARVEY LAMM)
/s/ CHARLES R. LAX Director October 10, 2000
--------------------------------------------
(CHARLES R. LAX)
/s/ MARK S. MENELL Director October 10, 2000
--------------------------------------------
(MARK S. MENELL)
/s/ JEFFREY F. RAYPORT Director October 6, 2000
--------------------------------------------
(JEFFREY F. RAYPORT)
</TABLE>
5.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5 Opinion of Cooley Godward LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to
this Registration Statement
24 Power of Attorney is contained on the signature pages.
99 2000 Employee Stock Purchase Plan
</TABLE>
