<PAGE> 1
Registration No. 333-________
As filed with the Securities and Exchange Commission on March 23, 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.)
233 Broadway, New York, New York 10279
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(Address of Principal Executive Offices) (Zip Code)
Venator Group 401(k) Plan
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(Full title of the plan)
Gary M. Bahler, General Counsel,
Venator Group, Inc., 233 Broadway, New York, NY 10279
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(212) 553-2000
- --------------------------------------------------------------------------------
(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, 750,000 $8.00 $6,000,000 $1,584
$.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
March 17, 2000.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
The contents of the Form S-8 Registration Statement No. 33-97832
relating to the Venator Group 401(k) 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 4.
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 March 20, 2000.
VENATOR GROUP, INC.
By: /s/ Dale W. Hilpert
-------------------------------------
Dale W. Hilpert
President 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 March 20, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Dale W. Hilpert Director, President and Chief
- ------------------------------ Executive Officer
Dale W. Hilpert
/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
Roger N. Farah * Director and Chairman of the Board
Philip H. Geier, Jr.* Director
Jarobin Gilbert, Jr.* Director
Allan Z. Loren* Director
Margaret P. MacKimm* Director
John J. Mackowski* Director
James E. Preston* Director
Christopher A. Sinclair* Director
</TABLE>
2
<PAGE> 3
* Dale W. Hilpert, by signing his name hereto, is also signing as
attorney-in-fact for the named directors.
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the plan 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 March 20, 2000.
VENATOR GROUP 401(K) PLAN
By: /s/ Dale W. Hilpert
-----------------------------------
Dale W. Hilpert, Member
Venator Group, Inc.
Retirement Administration Committee
3
<PAGE> 4
VENATOR GROUP, INC.
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
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.
</TABLE>
4
<PAGE> 1
Exhibit 5
DIRECT DIAL
212-735-2526
March 22, 2000
Venator Group, Inc.
233 Broadway
New York, New York 10279
Ladies and Gentlemen:
We have acted as special counsel to Venator Group, Inc., a New
York corporation (the "Company"), in connection with the Registration Statement
of the Company on Form S-8 (the "Registration Statement"), filed with the
Securities and Exchange Commission under the Securities Act of 1933 (the "Act")
with respect to the common stock, par value $.01 per share (the "Common Stock"),
of the Company to be issued and sold pursuant to the Registration Statement
under the Venator Group 401(k) Plan (the "Plan").
In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, (ii) the Certificate of
Incorporation of the Company, and amendments thereto, (iii) the By-laws of the
Company, as amended, (iv) certain resolutions, dated March 8, 2000, adopted by
the Board of Directors of the Company authorizing, among other things, the
issuance of Common Stock pursuant to the Registration Statement and the adoption
of the Plan, and such other documents as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.
In our examination we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion which we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Company and others.
5
<PAGE> 2
Members of this firm are admitted to the Bar of the State of
New York and we express no opinion as to the laws of any other jurisdiction,
except the federal laws of the United States of America to the extent
specifically referred to herein.
Based upon and subject to the foregoing, we are of the opinion
that the shares of Common Stock to be issued under the Plan have been duly
authorized, and, when issued in accordance with the terms and conditions of the
Plan (including due payment of the purchase price set forth in such Plan), will
be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
6
<PAGE> 1
Exhibit 23.2
Board of Directors
Venator Group, Inc.
We consent to the use of our report incorporated herein by reference.
New York, New York
March 21, 2000
KPMG LLP
7
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 for the Venator Group 401(k) Plan and any and all
amendments (including post-effective amendments to that 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 and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 13th day of March 2000.
Signature Title
/s/ J. Carter Bacot Director
- --------------------------
8
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 for the Venator Group 401(k) Plan and any and all
amendments (including post-effective amendments to that 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 and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 13 day of March 2000.
Signature Title
/s/ Purdy Crawford Director
- -----------------------------
9
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 for the Venator Group 401(k) Plan and any and all
amendments (including post-effective amendments to that 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 and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 13 day of March 2000.
Signature Title
/s/ Roger N. Farah Director
- ----------------------------
10
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 for the Venator Group 401(k) Plan and any and all
amendments (including post-effective amendments to that 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 and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 13th day of March 2000.
Signature Title
/s/ Philip H. Geier Jr. Director
- -------------------------------
11
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 for the Venator Group 401(k) Plan and any and all
amendments (including post-effective amendments to that 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 and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 10th day of March 2000.
Signature Title
/s/ Jarobin Gilbert, Jr. Director
- --------------------------------
12
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 for the Venator Group 401(k) Plan and any and all
amendments (including post-effective amendments to that 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 and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 12th day of March 2000.
Signature Title
/s/ Allan Z. Loren Director
- ------------------------------
13
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 for the Venator Group 401(k) Plan and any and all
amendments (including post-effective amendments to that 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 and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 15th day of March 2000.
Signature Title
/s/ Margaret P. MacKimm Director
- -----------------------------
14
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 for the Venator Group 401(k) Plan and any and all
amendments (including post-effective amendments to that 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 and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 16 day of March 2000.
Signature Title
/s/ John J. Mackowski Director
- --------------------------------
15
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 for the Venator Group 401(k) Plan and any and all
amendments (including post-effective amendments to that 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 and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 10th day of March 2000.
Signature Title
/s/ James E. Preston Director
- ------------------------------
16
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 for the Venator Group 401(k) Plan and any and all
amendments (including post-effective amendments to that 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 and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 13th day of March 2000.
Signature Title
/s/ Christopher A. Sinclair Director
- ---------------------------------
17
