<PAGE> 1
Registration No.
As filed with the Securities and Exchange Commission on July 10, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Venator Group, Inc.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
New York 13-3513936
------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
112 West 34th Street, New York, NY 10120
---------------------------------------- ------------
(Address of Principal Executive Offices) (Zip Code)
Venator Group 1998 Stock Option and Award Plan
--------------------------------------------------------------------------------
(Full title of the plan)
Gary M. Bahler, General Counsel,
Venator Group, Inc., 112 West 34th Street, New York, NY 10120
--------------------------------------------------------------------------------
(Name and address of agent for service)
(212) 720-3700
--------------------------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per unit (2) price fee
---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 6,000,000 $10.75 $64,500,000 $17,028
$.01 par value Shares
(including the
associated
Preferred Stock
Purchase Rights)
</TABLE>
--------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers an indeterminate amount of interests to be offered
or sold pursuant to the plan.
(2) In accordance with Rule 457 under the Securities Act of 1933, solely for the
purpose of calculating the registration fee, the maximum offering price per unit
is based on the average of the high and low prices of Registrant's common stock
as reported on the Composite Tape for New York Stock Exchange Listed Stocks on
July 6, 2000.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
The contents of the Form S-8 Registration Statement No. 333-62425
relating to the Venator Group 1998 Stock Option and Award Plan are incorporated
by reference into this Registration Statement.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are listed in
the Index of Exhibits that begins on Page 3.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 New York, State of New York, on July 6, 2000.
VENATOR GROUP, INC.
By: /s/ Dale W. Hilpert
--------------------------
Dale W. Hilpert
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 6, 2000.
Signature Title
--------- -----
/s/ Dale W. Hilpert Director, Chairman of the Board and
--------------------------- Chief Executive Officer
Dale W. Hilpert
/s/ Matthew D. Serra Director, President and Chief
--------------------------- Operating Officer
Matthew D. Serra
/s/ Bruce L. Hartman Senior Vice President and Chief
--------------------------- Financial Officer
Bruce L. Hartman
/s/ Robert W. McHugh Vice President and Chief Accounting
--------------------------- Officer
Robert W. McHugh
J. Carter Bacot* Director
Purdy Crawford* Director
Philip H. Geier, Jr.* Director
Jarobin Gilbert, Jr.* Director
Allan Z. Loren* Director
James E. Preston* Director
David Y. Schwartz* Director
Christopher A. Sinclair* Director
* Dale W. Hilpert, by signing his name hereto, is also signing as
attorney-in-fact for the named directors.
2
<PAGE> 3
VENATOR GROUP, INC.
INDEX OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
is contained in its opinion filed as Exhibit 5 to
this Registration Statement.
23.2 Consent of KPMG LLP.
24 Powers of Attorney granted to Dale W. Hilpert, Gary
M. Bahler and Bruce L. Hartman.
3
