<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1996
REGISTRATION NO. 333-3272
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
VANS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3021 33-0272893
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
2095 NORTH BATAVIA STREET
ORANGE, CALIFORNIA 92665-3101
(714) 974-7414
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------
CRAIG E. GOSSELIN
VICE PRESIDENT AND GENERAL COUNSEL
VANS, INC.
2095 NORTH BATAVIA STREET
ORANGE, CALIFORNIA 92665-3101
(714) 974-7414
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
COPIES TO:
<TABLE>
<S> <C>
CRAIG E. DAUCHY BRYANT B. EDWARDS
ERIC C. JENSEN LATHAM & WATKINS
COOLEY GODWARD CASTRO 633 WEST FIFTH STREET, SUITE 4000
HUDDLESON & TATUM LOS ANGELES, CALIFORNIA 90071
3000 SAND HILL ROAD (213) 485-1234
BUILDING 3, SUITE 230
MENLO PARK, CALIFORNIA 94025
(415) 843-5000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, as amended (the "Securities Act"), 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, please 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(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. / /
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
PROPOSED
MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value.................. 2,990,000 $13.875 $41,486,250 $14,306(2)
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee under Rule 457(c) of the Securities Act of 1933 based on
the average of the high and low sales prices of the Common Stock on the
Nasdaq National Market on March 29, 1996.
(2) Previously paid.
------------------------
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
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<PAGE> 2
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement (No.
333-3272) is being filed solely for the purpose of filing Exhibit 11.1
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses, other than underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the Common Stock being registered. All the amounts shown are estimates except
for the registration fee, the NASD filing fee and the Nasdaq listing fee.
<TABLE>
<S> <C>
Registration fee.................................................. $ 14,306
NASD filing fee................................................... 4,649
Nasdaq listing fee................................................ 17,500
Blue sky qualification fees and expenses.......................... 10,000
Printing and engraving expenses................................... 80,000
Legal fees and expenses........................................... 225,000
Accounting fees and expenses...................................... 100,000
Transfer agent and registrar fees................................. 7,000
Miscellaneous..................................................... 11,545
--------
Total................................................... $470,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Registrant's Restated Certificate of Incorporation and Restated Bylaws
include provisions to (i) eliminate the personal liability of its directors for
monetary damages resulting from breaches of their fiduciary duty to the extent
permitted by Section 102(b)(7) of the General Corporation Law of Delaware (the
"Delaware Law") and (ii) authorize the Registrant to indemnify its directors and
officers to the fullest extent permitted by Section 145 of the Delaware Law,
including circumstances in which indemnification is otherwise discretionary.
Pursuant to Section 145 of the Delaware Law, a corporation generally has the
power to indemnify its present and former directors, officers, employees and
agents against expenses incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
such positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of a
corporation, and with respect to any criminal action, they had no reasonable
cause to believe their conduct was unlawful. The Registrant believes that these
provisions are necessary to attract and retain qualified persons as directors
and officers. These provisions do not eliminate liability for breach of the
director's duty of loyalty to the Registrant or its stockholders, for acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, for any transaction from which the director derived an
improper personal benefit or for any willful or negligent payment of any
unlawful dividend or any unlawful stock purchase agreement or redemption.
The Registrant has entered into agreements with its directors and executive
officers that require the Registrant to indemnify such persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or officer of the
Registrant or any of its listed enterprises, provided such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The indemnification agreements also set forth certain procedures that will apply
in the event of a claim for indemnification thereunder.
The Registrant has purchased an insurance policy covering the officers and
directors of the Registrant with respect to certain liabilities arising under
the Securities Act or otherwise.
II-1
<PAGE> 4
ITEM 16. EXHIBITS
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<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
- ------------- --------------------------------------------------------------------------------
<C> <S> <C>
* 1.1 Form of Underwriting Agreement (draft dated May 10, 1996)
(1) 3.1 Restated Certificate of Incorporation of the Registrant, dated August 30, 1991
(1) 3.1.1 Certificate of Retirement of Class A and Class B Preferred Stock of the
Registrant, dated August 29, 1991
(1) 3.2 Restated By-laws of the Registrant
(3) 3.2.1 Amendment No. 1 of Restated By-laws of the Registrant
(3) 3.2.2 Amendment No. 2 of Restated By-laws of the Registrant
(5) 3.3 Certificate of Designation of Preferences and Rights of Series A Junior
Participating Preferred Stock of the Registrant
4.1 Reference is made to Exhibits 3.1 and 3.2
(5) 4.2 Specimen Stock Certificate
(1) 4.12 Note Purchase Agreement, dated as of August 21, 1991, between the Registrant and
holders of the Registrant's Senior Notes due August 1, 1999 (executed composite)
(3) 4.12.1 Amendment No. 1 to the Note Purchase Agreement, dated as of August 5, 1993, by
and between the Registrant and Teachers Insurance and Annuity Association (the
"Teachers Note Agreement")
(3) 4.12.2 Amendment No. 2 to Note Purchase Agreement, dated as of August 9, 1993, by and
among the Registrant and Connecticut General Life Insurance Company, Connecticut
General Life Insurance Company, on behalf of one or more separate accounts, and
Life Insurance Company of North America (the "CIGNA Note Agreement")
(2) 4.12.3 Amendment No. 2 to the Teachers Note Agreement, dated as of December 15, 1993
(2) 4.12.4 Amendment No. 2 to the CIGNA Note Agreement, dated as of December 20, 1993
(6) 4.12.5 Amendment No. 3 to the Teachers Note Agreement, dated as of May 13, 1994
(6) 4.12.6 Amendment No. 3 to the CIGNA Note Agreement, dated as of May 23, 1994
(7) 4.12.7 Modification Letter, dated as of July 1, 1995, by and among the Registrant,
Teachers and Cigna
(8) 4.12.8 Modification Letter No. 2, dated as of August 25, 1995, by and among the
Registrant, Teachers and Cigna
* 4.12.9 Modification Letter No. 3, dated as of March 29, 1996, by and among the
Registrant, Teachers and Cigna
(4) 4.13 Form of Preferred Stock Purchase Rights Certificate
(4) 4.14 Rights Agreement, dated as of February 22, 1994, by and between the Registrant
and Chemical Trust Company of California, as Rights Agent
* 5.1 Opinion of Cooley Godward Castro Huddleson & Tatum
* 10.1 Amendments No. 1, 2 and 3, dated as of August 2, 1995, January 5, 1996 and March
20, 1996, respectively, to Agreement, dated as of April 26, 1995, by and among
the Registrant and Ssangyong Corporation
* 10.2 Fourth Amendment, dated April 11, 1996, to Loan and Security Agreement, dated as
of July 1, 1995, by and among the Registrant and Bank of the West
11.1 Computation of Earnings Per Share
* 23.1 Consent of Independent Auditors
* 23.2 Consent of Cooley Godward Castro Huddleson & Tatum. Reference is made to Exhibit
5.1
* 23.3 Consent of Craig E. Gosselin
* 24 Power of Attorney (reference is made to the Signature Page)
* 27 Financial Data Schedule
</TABLE>
- ------------------------------
* Previously filed
(1) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1992, and incorporated herein by this reference
(2) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the period ended November 28, 1993, and incorporated herein by this
reference
II-2
<PAGE> 5
(3) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1993, and incorporated herein by this reference
(4) Filed as an exhibit to the Registrant's Form 8-A Registration Statement (SEC
File No. 0-19402), and incorporated herein by this reference
(5) Filed as an exhibit to the Registrant's Report on Form 8-K, dated February
15, 1994, and incorporated herein by this reference
(6) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1994, and incorporated herein by this reference
(7) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1995 and incorporated herein by this reference
(8) Filed as an exhibit to the Registrant's Report on Form 8-K, dated October
17, 1995, and incorporated herein by this reference
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 the registration statement 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 14 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 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 Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant undertakes that: (1) for purposes of determining
any liability under the Securities Act of 1933, the information omitted from the
form of prospectus as filed as part of the Registration Statement in reliance
upon Rule 430A and contained in the form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of the Registration Statement as of the time it was declared
effective, and (2) for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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 in the initial bona fide offering thereof.
II-3
<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-3 AND HAS DULY CAUSED THIS AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF ORANGE, COUNTY OF ORANGE, STATE OF CALIFORNIA,
ON THE 22ND DAY OF MAY, 1996.
VANS, INC.
By: /s/ WALTER E. SCHOENFELD*
------------------------------------
Walter E. Schoenfeld
President and Chief Executive
Officer
(Principal Executive Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ WALTER E. SCHOENFELD* President, Chief Executive May 22, 1996
- ------------------------------------- Officer and Director
Walter E. Schoenfeld (Principal Executive Officer)
/s/ KYLE B. WESCOAT Vice President and Chief May 22, 1996
- ------------------------------------- Financial Officer
Kyle B. Wescoat (Principal Financial and
Accounting Officer)
/s/ GEORGE E. MCCOWN* Director and Chairman of the Board May 22, 1996
- -------------------------------------
George E. McCown
/s/ DAVID E. DE LEEUW* Director and Vice Chairman of the May 22, 1996
- ------------------------------------- Board
David E. De Leeuw
/s/ GARY H. SCHOENFELD* Executive Vice President, Chief May 22, 1996
- ------------------------------------- Operating Officer and Director
Gary H. Schoenfeld
/s/ PHILIP H. SCHAFF, JR.* Director May 22, 1996
- -------------------------------------
Philip H. Schaff, Jr.
/s/ WILBUR J. FIX* Director May 22, 1996
- -------------------------------------
Wilbur J. Fix
/s/ ROBERT B. HELLMAN, JR.* Director May 22, 1996
- -------------------------------------
Robert B. Hellman, Jr.
/s/ JAMES R. SULAT* Director May 22, 1996
- -------------------------------------
James R. Sulat
/s/ KATHLEEN M. GARDARIAN* Director May 22, 1996
- -------------------------------------
Kathleen M. Gardarian
/s/ PETER M. HUSTING* Director May 22, 1996
- -------------------------------------
Peter M. Husting
/s/ LISA M. DOUGLAS* Director May 22, 1996
- -------------------------------------
Lisa M. Douglas
*By: /s/ KYLE B. WESCOAT
- -------------------------------------
Kyle B. Wescoat
Attorney-In-Fact
</TABLE>
II-4
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT DESCRIPTION PAGE
------- --------------------------------------------------------------------------
<S> <C> <C> <C>
* 1.1 Form of Underwriting Agreement (draft dated May 10, 1996).................
(1) 3.1 Restated Certificate of Incorporation of the Registrant, dated August 30,
1991......................................................................
(1) 3.1.1 Certificate of Retirement of Class A and Class B Preferred Stock of the
Registrant, dated August 29, 1991.........................................
(1) 3.2 Restated By-laws of the Registrant........................................
(3) 3.2.1 Amendment No. 1 of Restated By-laws of the Registrant.....................
(3) 3.2.2 Amendment No. 2 of Restated By-laws of the Registrant.....................
(5) 3.3 Certificate of Designation of Preferences and Rights of Series A Junior
Participating Preferred Stock of the Registrant...........................
4.1 Reference is made to Exhibits 3.1 and 3.2.................................
(5) 4.2 Specimen Stock Certificate................................................
(1) 4.12 Note Purchase Agreement, dated as of August 21, 1991, between the
Registrant and holders of the Registrant's Senior Notes due August 1, 1999
(executed composite)......................................................
(3) 4.12.1 Amendment No. 1 to the Note Purchase Agreement, dated as of August 5,
1993, by and between the Registrant and Teachers Insurance and Annuity
Association (the "Teachers Note Agreement")...............................
(3) 4.12.2 Amendment No. 2 to Note Purchase Agreement, dated as of August 9, 1993, by
and among the Registrant and Connecticut General Life Insurance Company,
Connecticut General Life Insurance Company, on behalf of one or more
separate accounts, and Life Insurance Company of North America (the "CIGNA
Note Agreement")..........................................................
(2) 4.12.3 Amendment No. 2 to the Teachers Note Agreement, dated as of December 15,
1993......................................................................
(2) 4.12.4 Amendment No. 2 to the CIGNA Note Agreement, dated as of December 20,
1993......................................................................
(6) 4.12.5 Amendment No. 3 to the Teachers Note Agreement, dated as of May 13,
1994......................................................................
(6) 4.12.6 Amendment No. 3 to the CIGNA Note Agreement, dated as of May 23, 1994.....
(7) 4.12.7 Modification Letter, dated as of July 1, 1995, by and among the
Registrant, Teachers and Cigna............................................
(8) 4.12.8 Modification Letter No. 2, dated as of August 25, 1995, by and among the
Registrant, Teachers and Cigna............................................
* 4.12.9 Modification Letter No. 3, dated as of March 29, 1996, by and among the
Registrant, Teachers and Cigna............................................
(4) 4.13 Form of Preferred Stock Purchase Rights Certificate.......................
(4) 4.14 Rights Agreement, dated as of February 22, 1994, by and between the
Registrant and Chemical Trust Company of California, as Rights Agent......
* 5.1 Opinion of Cooley Godward Castro Huddleson & Tatum........................
* 10.1 Amendments No. 1, 2 and 3, dated as of August 2, 1995, January 5, 1996 and
March 20, 1996, respectively, to Agreement, dated as of April 26, 1995, by
and among the Registrant and Ssangyong Corporation........................
* 10.2 Fourth Amendment, dated April 11, 1996, to Loan and Security Agreement,
dated as of July 1, 1995, by and among the Registrant and Bank of the
West......................................................................
11.1 Computation of Earnings Per Share.........................................
* 23.1 Consent of Independent Auditors...........................................
* 23.2 Consent of Cooley Godward Castro Huddleson & Tatum. Reference is made to
Exhibit 5.1...............................................................
* 23.3 Consent of Craig E. Gosselin..............................................
* 24 Power of Attorney (reference is made to the Signature Page)...............
* 27 Financial Data Schedule...................................................
</TABLE>
<PAGE> 8
- ------------------------------
* Previously filed
(1) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1992, and incorporated herein by this reference
(2) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the period ended November 28, 1993, and incorporated herein by this
reference
(3) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1993, and incorporated herein by this reference
(4) Filed as an exhibit to the Registrant's Form 8-A Registration Statement (SEC
File No. 0-19402), and incorporated herein by this reference
(5) Filed as an exhibit to the Registrant's Report on Form 8-K, dated February
15, 1994, and incorporated herein by this reference
(6) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1994, and incorporated herein by this reference
(7) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1995 and incorporated herein by this reference
(8) Filed as an exhibit to the Registrant's Report on Form 8-K, dated October
17, 1995, and incorporated herein by this reference
<PAGE> 1
EXHIBIT 11.1
VANS, INC.
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS
ENDED
YEARS ENDED MAY 31, -------------------
------------------------------ FEB 25, FEB 24,
1993 1994 1995 1995 1996
------ ------ -------- ------- -------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
PRIMARY EARNINGS PER SHARE:
Net income (loss).......................... $2,709 $1,361 $(37,135) $ 1,791 $ 2,634
====== ====== ======== ====== =======
Weighted average number of common shares
outstanding during the year.............. 9,245 9,472 9,606 9,608 9,685
Incremental common shares attributable to
exercise of stock options............. 400 259 5 222 515
------ ------ -------- ------ -------
9,645 9,731 9,611 9,830 10,200
====== ====== ======== ====== =======
Primary earnings (loss) per share.......... $ 0.28 $ 0.14 $ (3.86) $ 0.18 $ 0.26
====== ====== ======== ====== =======
FULLY DILUTED EARNINGS PER SHARE:
Net income (loss).......................... $2,709 $1,361 $(37,135) $ 1,791 $ 2,634
====== ====== ======== ====== =======
Weighted average number of common shares
outstanding during the year.............. 9,245 9,472 9,606 9,608 9,685
Incremental common shares attributable to
exercise of stock options............. 403 259 5 286 928
------ ------ -------- ------ -------
9,648 9,731 9,611 9,894 10,613
====== ====== ======== ====== =======
Fully diluted earnings (loss) per share.... $ 0.28 $ 0.14 $ (3.86) $ 0.18 $ 0.25
====== ====== ======== ====== =======
PRO FORMA EARNINGS PER SHARE: (A)
Net income (loss).......................... $(37,135) $ 2,634
Pro forma net income (loss)................ 1,670 1,261
-------- -------
$(35,465) $ 3,895
Weighted average number of common shares
outstanding during the year.............. 9,606 9,685
Pro forma shares........................... 1,636 1,707
-------- -------
11,242 11,392
Incremental common shares attributable to
exercise of stock options............. 5 515
-------- -------
11,247 11,907
======== =======
Pro forma primary earnings (loss) per
share.................................... $ (3.15) $ 0.33
======== =======
Pro forma fully diluted earnings (loss) per
share.................................... $ (3.15) $ 0.32
======== =======
</TABLE>
- ---------------
(a) Pro forma earnings (loss) per share for the fiscal year ended May 31, 1995
and the thirty-nine week period ended February 24, 1996 assumes the
retirement of debt from the estimated proceeds of the offering had taken
place at the beginning of the period. The computation assumes that
approximately 1,636,000 shares and 1,707,000 shares of Common Stock,
respectively, would be issued at a net proceeds price of $17.72 per share to
retire the $29.0 million and $30.2 million of debt, respectively, and that
the after tax (at the statutory rate of 40%) interest expense savings would
be $1.7 million and $1.3 million, respectively.
