<PAGE>
As Filed with the Securities and Exchange Commission on January 3, 2000
Registration No. 333-92781
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RIDDELL SPORTS INC.
(Exact name of registrant as specified in its charter)
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Delaware 3949 22-2890400
- ---------------------- --------------------------- ----------------
(State or other juris- primary standard industrial (I.R.S. Employer
diction of incorpora- classification code number identification
tion or organization) number)
50 East 42nd Street, Suite 1808, New York, NY 10017 (212) 808-5400
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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DAVID GROELINGER
CHIEF FINANCIAL OFFICER
RIDDELL SPORTS INC.,
50 EAST 42ND STREET, NEW YORK, NY 10017
(212) 808-5400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
CLIFFORD A. BRANDEIS, ESQ. RUBI FINKELSTEIN, ESQ.
ZUKERMAN GORE & BRANDEIS, LLP ORRICK HERRINGTON & SUTCLIFFE, LLP
900 THIRD AVENUE 666 FIFTH AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NY 10103
Phone: (212) 223-6700 Phone: (212) 506-5000
Fax: (212) 223-6433 Fax: (212) 506-5151
Approximate date of commencement of proposed sale to the public: As soon
as practicable after effective date of the registration statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. //
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. //
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. //
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. //
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. //
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Offering Maximum Amount of
Title of Each Class of Amount to be Price Per Aggregate Registration
Securities to Be Registered Registered Unit Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par value 1,287,500 $3.125 $4,023,437.50 $1,062.25(1)
$.01 per share
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Rights 1,000,000 N/A N/A (2)
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Warrants 1,000,000 .01 $10,000 $2.64(3)
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Total $1,064.89
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</TABLE>
(1) Calculated pursuant to Rule 457(c), and includes an additional 37,500
shares of Common Stock which the Underwriter has the option to purchase to
cover over-allotments, if any.
(2) Pursuant to Rule 457(3), no registration fee is payable with respect to
the rights since the rights are being registered in the same registration
statement as the securities to be offered pursuant thereto.
(3) Calculated pursuant to Rule 457(g)(i).
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
<PAGE>
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 provisions described under Item 15 above, 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 our 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.
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-1 and has duly caused this Amendment No. 1 to
the 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
January 3, 2000.
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.
RIDDELL SPORTS INC.
By: /s/ David Mauer
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David Mauer
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints DAVID M. MAUER and DAVID GROELINGER and each of
them, as 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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully as to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any of them, or his
substitutes, may lawfully do or cause to be done by virtue thereof.
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
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indicated.
<TABLE>
<S> <C> <C>
/s/ David M. Mauer Chief Executive Officer January 3, 2000
- --- ----- -- ----- and Director David M. Mauer
(Principal Executive Officer)
/s/ Robert Nederlander Chairman of the Board January 3, 2000
- --- ------ -----------
Robert Nederlander
/s/ Jeffrey G. Webb Vice Chairman of the Board January 3, 2000
- --- ------- -- ---- and President and Chief
Jeffrey G. Webb Operating Officer of
Varsity Spirit Corporation
/s/ Leonard Toboroff Vice President and Director January 3, 2000
- --- ------- --------
Leonard Toboroff
/s/ David Groelinger Executive Vice President and January 3, 2000
- --- ----- ---------- Chief Financial Officer
David Groelinger (Principal Financial Officer)
/s/ Lawrence Simon Senior Vice President January 3, 2000
- --- -------- ----- (Principal Accounting Officer)
Lawrence Simon
/s/ Don Kornstein Director January 3, 2000
- --- --- ---------
Don Kornstein
/s/ John McConnaughy, Jr. Director January 3, 2000
- --- ---- ------------ ---
John McConnaughy, Jr.
/s/ Glenn E. Schembechler Director January 3, 2000
- --- ----- -- ------------
Glenn E. Schembechler
/s/ Arthur N. Seessel, III Director January 3, 2000
- --- ------ -- -------- ---
Arthur N. Seessel, III
</TABLE>
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