<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1996
REGISTRATION NO. 33-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
MACGREGOR SPORTS & FITNESS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MINNESOTA 41-1652566
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
------------------------
8100 WHITE HORSE ROAD
GREENVILLE, SOUTH CAROLINA 29611
(ADDRESS, OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
------------------------
MACGREGOR SPORTS & FITNESS, INC.
STOCK OPTION PLAN
(FULL TITLE OF PLAN)
------------------------
Michael S. Casazza
PRESIDENT
MACGREGOR SPORTS & FITNESS, INC.
8100 WHITE HORSE ROAD
GREENVILLE, SOUTH CAROLINA 29611
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(864) 294-5230
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
DAVID S. GUIN ESQ.
ROSS & HARDIES
150 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
(312) 558-1000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
Proposed 457(h)
Amount maximum Proposed Amount of
Title of to be offering price aggregate registration
Securities to be registered registered(1) per share(2) offering price(3) fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.02 par
value 141,000 $2.8688 $404,500.80 $139.48
===================================================================================================
</TABLE>
(1) The securities being registered include a maximum of 141,000 shares
issuable upon the exercise of options under the MacGregor Sports &
Fitness, Inc. Stock Option Plan, assuming full participation of all
employees under such plan.
(2) This price is determined by assuming that the offering price equals the
weighted average exercise price of the options under the MacGregor Sports
& Fitness, Inc. Stock Option Plan.
(3) Solely for the purpose of calculating the registration fee, the proposed
aggregate offering price has been estimated in accordance with Rule 457(h)
promulgated under the Securities Act of 1933 (the "Act"). Accordingly,
the aggregate offering price and the fee have been computed based on the
prices at which the options may be exercised.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
MacGregor Sports & Fitness, Inc. (the "Company") hereby incorporates by
reference the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):
(a) the Company's Annual Report on Form 10-KSB, for the fiscal
year ended July 31, 1995, the Company's latest year for which audited financial
statements have been filed;
(b) all other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since July 31, 1995, including but not limited to the Company's Quarterly
Reports on Form 10-QSB for the quarters ended October 31, 1995, January 31,
1996 and April 30, 1996;
(c) the Company's definitive Proxy Statement which was mailed to
the Company's stockholders on July 5, 1996; and
(d) the description of the Company's Common Stock, $.02 par value,
contained in the Company's Registration Statement on Form 8-A (File No.
0-19817) filed with the Commission on January 28, 1992, pursuant to Section 12
of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the effective
date of the Registration Statement and prior to filing of a post-effective
amendment to the Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Officers and Directors
Minnesota Business Corporation Act. Pursuant to Minnesota law, the
Company indemnifies its officers, directors and employees while acting in their
official capacity against threatened, pending, or contemplated civil, criminal,
administrative, arbitration or investigative proceedings, including a
proceeding by or in the right of the Company. In order to qualify for such
indemnification, such officer, director or employee must (a) not be indemnified
by another organization, (b) have acted in good faith, (c) have received no
improper personal benefit, (d) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful, and (e) with respect to
officers and directors, reasonably believed that the conduct was in the best
interests of the Company, and with respect to other employees, reasonably
believed that the conduct was not opposed to the best interests of the Company.
Minnesota law also provides that officers, directors and employees are, upon
written request to the Company, entitled to payment or reimbursement by the
Company of reasonable expenses, including attorneys' fees and disbursements,
incurred by such officer, director or employee in advance of the final
disposition of the proceeding upon receipt by the Company of a written
affirmation that such individual is entitled to indemnification and will repay
all amounts so paid or reimbursed by the Company if it is ultimately determined
that the criteria for indemnification have
<PAGE> 3
not been satisfied. All determinations whether indemnification is required and
whether an officer, director or employee is entitled to payment or
reimbursement of expenses in advance of the final disposition of a proceeding
shall be made as follows:
(i) By the Board of Directors by a majority of a quorum, the
directors who are at the time parties to the proceeding are not counted for
determining either a majority or the presence of a quorum;
(ii) If a quorum under clause 1 cannot be obtained, by a majority
of a committee of the Board consisting solely of two or more directors not at
the time parties to the proceeding duly designated to act in the manner by a
majority of the full Board including directors who are parties;
(iii) If a determination is not made under clauses 1 or 2, by
special legal counsel, selected either by a majority of the Board or a
committee by vote pursuant to clause 1 or clause 2 or, if the requisite quorum
of the full Board cannot be obtained and the committee cannot be established,
by a majority of the full Board including directors who are parties; or
(iv) If a determination is not made under clauses 1, 2 or 3, by the
shareholders, but the shares held by parties to the proceeding must not be
counted in determining the presence of a quorum and are not considered to be
present and entitled to vote on the determination.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered Page
----
Number Description
------- -----------
<S> <C> <C>
4.1 Certificate of Incorporation of the Company +
4.2 By-laws of the Company +
4.3 Plan and Agreement of Merger +
5.1 Opinion of Ross & Hardies regarding legality of shares of Common Stock. 9
23.1 Consent of Gelfond Hochstadt Pangburn & Co. 11
23.2 Consent of Ross & Hardies (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature pages hereto).
</TABLE>
+ Incorporated by reference to the Company's registration
statement on Form S-8 filed with the Commission on April 29,
1996, File No. 333-04200.
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
- 2 -
<PAGE> 4
post-effective amendment
thereof) which, individually or in
the aggregate, represent a
fundamental change in the
information set forth in this
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) 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 this Registration
Statement or any material change to
such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required
to be included in a post-effective amendment
by those paragraphs is contained in periodic
reports filed 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 (the
"Act"), 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 this 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) The undersigned Registrant hereby undertakes that,
insofar as indemnification for liabilities arising under the 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 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
- 3 -
<PAGE> 5
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 of 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.
- 4 -
<PAGE> 6
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 City of Greenville, State of South Carolina, on July
30, 1996.
MACGREGOR SPORTS & FITNESS, INC.
By:
-------------------------------------------
Michael S. Casazza
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints Michael S. Casazza the true and lawful attorney-in-fact and agent
of the undersigned, with full power of substitution and resubstitution, for and
in the name, place and stead of the undersigned, 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, and hereby grants to such attorney-in- fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in furtherance of the foregoing, as fully to all intents
and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
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 has been signed by the following persons in the
capacities indicated on July 30, 1996.
Signature
- ------------------------------------ Chairman of the Board
Henry Fong
- ------------------------------------ President and Chief Executive Officer
Michael S. Casazza
- ------------------------------------ Chief Financial Officer and Chief
Barry Hollander Accounting Officer
<PAGE> 7
- -----------------------------------
Robert C. Engelstad Director
- -----------------------------------
David C. Johnston Director
<PAGE> 8
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS FILED WITH
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MACGREGOR SPORTS & FITNESS, INC.
- --------------------------------------------------------------------------------
<PAGE> 9
MACGREGOR SPORTS & FITNESS, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Location Of
Document in
Sequential
Exhibit Numbering
No. Description System
------- ----------- ------------
<S> <C> <C>
4.1 Certificate of Incorporation of the Company. +
4.2 By-laws of the Company. +
4.3 Plan and Agreement of Merger. +
5.1 Opinion of Ross & Hardies regarding legality of shares of Common Stock. 9
23.1 Consent of Gelfond Hochstadt Pangburn & Co. 11
23.2 Consent of Ross & Hardies (contained in Exhibit 5.1).
24.1 Power of Attorney.*
</TABLE>
+ Incorporated by reference to the Company's registration statement
on Form S-8 filed with the Commission on April 29, 1996, File No.
333-04200.
*Power of attorney is contained on signature pages.
<PAGE> 1
EX 5.1
[ROSS & HARDIES LETTERHEAD]
July 30, 1996
MacGregor Sports & Fitness, Inc.
8100 White Horse Road
Greenville, South Carolina 29611
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested our opinion with respect to the
registration by MacGregor Sports & Fitness, Inc. (the "Company") pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), of an aggregate of 141,000
shares of the Company's Common Stock, $.02 par value per share (the "Common
Stock"), issuable upon the exercise of options (the "Options") to purchase
Common Stock as issued pursuant to the Stock Option Plan of MacGregor Sports &
Fitness, Inc. (the "Plan").
In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments and have
conducted such other investigations of fact and law as we have deemed relevant
and necessary to form a basis for the opinions hereinafter expressed. In
conducting such examination, we have assumed (i) that all signatures are
genuine, (ii) that all documents and instruments submitted to us as copies
conform with the originals, and (iii) the due execution and delivery of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof. As to any facts material to this opinion, we have
relied upon statements and representations of officers and other
representatives of the Company and certificates of public officials and have
not independently verified such facts.
Based upon the foregoing, it is our opinion that the Common
Stock issuable upon the proper exercise of Options granted pursuant to the Plan
will be validly issued, fully paid and non-assessable when issued in accordance
with the Plan.
We express no opinion as to the laws of any jurisdiction other
than the State of Illinois and the United States of America. Insofar as the
foregoing opinion relates to matters that would be controlled by the
substantive laws of any jurisdiction other than the United States of America or
the State of Illinois, we have assumed that the substantive laws of such
jurisdiction conform in all respects to the internal laws of the State of
Illinois.
<PAGE> 2
MacGregor Sports & Fitness, Inc.
July 30, 1996
Page 2
We hereby consent to the reference to our firm in the
Registration Statement relating to the registration of 141,000 shares of Common
Stock issuable upon exercise of the Options described above.
Very truly yours,
ROSS & HARDIES
By:
______________________________
A Partner
<PAGE> 1
EX 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our reports and to all references to our firm included in or made a part
of this Registration Statement.
___________________________
Denver, Colorado
July 29, 1996
