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As filed with the Securities and Exchange Commission on January 19, 2001
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
__________________
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)
__________________
Jordan M. Copland Non-Incentive Stock Option
Todd Harris Non-Incentive Stock Option
John Moerman Non-Incentive Stock Option
(Full title of the plans)
Arthur H. Miller
Executive Vice President and General Counsel
Global Sports, Inc.
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:
David A. Lipkin, Esq.
Kevin D. Gonzalez, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock (par value
$0.01 per share) to be
issued under the Jordan M. 200,000 shares $3.00 $600,000 $150.00
Copland Non-Incentive Stock
Option
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Common Stock (par value
$0.01 per share) to be
issued under the Todd 5,000 shares $1.00 $ 5,000 $ 1.25
Harris Non-Incentive Stock
Option
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Common Stock (par value
$0.01 per share) to be
issued under the John 25,000 shares $1.00 $ 25,000 $ 6.25
Moerman Non-Incentive
Stock Option
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TOTAL 230,000 --- --- $157.50
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(1) The price per share and aggregate offering price with respect to the
Common Stock to be issued pursuant to the Jordan M. Copland
Non-Incentive Stock Option, Todd Harris Non-Incentive Stock Option, and
John Moerman Non-Incentive Stock Option is computed based upon the
exercise price per share of each outstanding non-incentive stock
option.
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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"
or "Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) The Company's latest annual report on Form 10-K for the fiscal year
ended January 1, 2000 as amended by Form 10-K/A filed May 2, 2000;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 1, July 1, September 30, 2000;
(c) The Company's Current Reports on Form 8-K filed January 13, March
23, September 20, and October 31, 2000; and
(d) The description of the Company's Common Stock set forth in its
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on March 19, 1988 as amended through the date hereof.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (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 has obtained directors' and officers' liability
insurance which covers certain liabilities, including liabilities to the
Registrant and its stockholder, in the amount of $10.0 million. Moreover, the
Registrant has entered into indemnification agreements with its directors and
certain officers that are intended to provide
1.
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greater protection than currently provided under the Delaware General
Corporation Law and the Registrant's Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
Number
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.
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) (ss. 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.
2.
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(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, 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.
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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 King of Prussia, State of Pennsylvania, on
January 17, 2001.
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.
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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.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Michael G. Rubin Chairman and Chief Executive January 17, 2001
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(Michael G. Rubin) Officer (Principal Executive
Officer)
/s/ Jordan M. Copland Executive Vice President and Chief January 17, 2001
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(Jordan M. Copland) Financial Officer (Principal
Financial Officer)
/s/ Kenneth J. Adelberg Director January 17, 2001
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(Kenneth J. Adelberg)
/s/ Ronald D. Fisher Director January 17, 2001
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(RONALD D. FISHER)
/s/ Harvey Lamm Director January 17, 2001
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(Harvey Lamm)
/s/ Charles R. Lax Director January 17, 2001
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(Charles R. Lax)
/s/ Mark S. Menell Director January 17, 2001
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(Mark S. Menell)
/s/ Jeffrey F. Rayport Director January 17, 2001
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(Jeffrey F. Rayport)
</TABLE>
5.
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EXHIBIT INDEX
Exhibit
Number Description
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.
6.
