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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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VANS, INC.
(Exact name of registrant as specified in its charter)
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<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)
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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)
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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)
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COPIES TO:
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<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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
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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. /X/ Registration No.
333-03272
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. / /
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock, $.001 par value.................. 230,000 $18.8125 $4,326,875 $1,493
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(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 May 20, 1996.
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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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The contents of the Registration Statement on Form S-3 (Registration No.
333-3272), registering 2,990,000 shares of common stock, $.001 par value, of
Vans, Inc. and Post-Effective Amendment No. 1 to such Registration Statement
filed today with the Commission are hereby incorporated by reference herein.
Filed as exhibits hereto are the following opinions and consents:
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EXHIBIT TITLE
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5.1 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of Independent Auditors
23.2 Consent of Cooley Godward Castro Huddleson & Tatum (Reference is made to Exhibit
5.1)
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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 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*
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Walter E. Schoenfeld
President and Chief Executive
Officer
(Principal 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 AND ON THE DATES INDICATED.
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<CAPTION>
SIGNATURE TITLE DATE
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/s/ WALTER E. SCHOENFELD* President, Chief Executive Officer May 22, 1996
- ------------------------------------- and Director
Walter E. Schoenfeld (Principal Executive Officer)
/s/ KYLE B. WESCOAT Vice President and Chief Financial May 22, 1996
- ------------------------------------- Officer
Kyle B. Wescoat (Principal Financial and
Accounting Officer)
/s/ GEORGE E. MCCOWN* Director and Chairman of the Board May 22, 1996
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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
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Philip H. Schaff, Jr.
/s/ WILBUR J. FIX* Director May 22, 1996
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Wilbur J. Fix
/s/ ROBERT B. HELLMAN, JR.* Director May 22, 1996
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Robert B. Hellman, Jr.
/s/ JAMES R. SULAT* Director May 22, 1996
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James R. Sulat
/s/ KATHLEEN M. GARDARIAN* Director May 22, 1996
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Kathleen M. Gardarian
/s/ PETER M. HUSTING* Director May 22, 1996
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Peter M. Husting
/s/ LISA M. DOUGLAS* Director May 22, 1996
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Lisa M. Douglas
*By: /s/ KYLE B. WESCOAT
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Kyle B. Wescoat
Attorney-In-Fact
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EXHIBIT 5.1
May 22, 1996
Vans, Inc.
2095 Batavia Street
Orange, CA 92665
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing on May 22, 1996 by Vans, Inc. (the "Company") of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b),
including a prospectus incorporated therein to be filed with the Commission
pursuant to Rule 424(b) of Regulation C promulgated under the Securities Act of
1933, as amended (the "Prospectus"), and the underwritten public offering of up
to 230,000 (including 30,000 shares of Common Stock for which the underwriters
have been granted an over allotment option) shares of the Company's common stock
(the "Common Stock").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Certificate of
Incorporation and Bylaws, as amended, and the originals or copies certified to
our satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable to render
the opinion expressed below and (ii) assumed that the shares of the Common Stock
will be sold by the underwriters at the price established by the Pricing
Committee of the Board of Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Common Stock, when sold and issued in accordance with the
Registration Statement and related Prospectus, will be validly issued, fully
paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters"
in the Prospectus incorporated in the Registration Statement and to the filing
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD CASTRO HUDDLESON &
TATUM
By: /s/ ERIC C. JENSEN
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Eric C. Jensen
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Vans, Inc.:
The audits referred to in our report dated July 24, 1995, except as to the
first paragraph of note 10, which is as of February 6, 1996, included the
related financial statement schedule as of May 31, 1995 and for each of the
years in the three-year period ended May 31, 1995 incorporated by reference in
the registration statement. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits. In our
opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
We consent to the use of our reports included herein or incorporated herein
by reference and to the reference to our firm under the heading "Experts" in the
prospectus.
KPMG Peat Marwick LLP
Orange County, California
May 22, 1996
