<PAGE> 1
As filed with the Securities and Exchange Commission
on October 7, 1996
Registration No. 333- ------------------
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
VANS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0272893
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2095 Batavia Street
Orange, California 92865
(Address of registrant's principal executive offices)
STOCK OPTION SHARES
UNDER 1991 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
Craig E. Gosselin
Vice President and General Counsel
VANS, INC.
2095 Batavia Street
Orange, California 92865
(Name and address of agent for service)
(714) 974-7414
(Telephone Number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE(2) REGISTRATION FEE(2)
- ---------------- ------------- --------- ----------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value ("Common Stock"),
issuable upon the exercise of options granted
under the 1991 Long-Term Incentive Plan......... 1,230,029 shares(1) $ 14.75 $9,569,626 $3,299.61
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement covers an indeterminate number of shares
of Common Stock that may become issuable pursuant to certain
anti-dilution adjustments.
(2) Computed pursuant to Rule 457(h) promulgated under the Securities Act
of 1933, as amended, based on the prices at which the options may be
exercised.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
As used in this Registration Statement, the term "Registrant" refers
to Vans, Inc., a Delaware corporation.
In connection with the Plan, a reoffer Prospectus prepared in
accordance with the requirements of Part I of Form S-3 is being filed with the
Securities and Exchange Commission as part of this Registration Statement. The
Section 10(a) Prospectus for the Plan is not being filed as part of this
Registration Statement.
Form S-8 page 2
<PAGE> 3
PROSPECTUS
===============================================================================
VANS, INC.
Principal Executive Offices:
2095 Batavia Street
Orange, California 92865
(714) 974-7414
Shares of Common Stock
$.001 par value per share
The shares of Common Stock, $.001 par value ("Common Stock"), of Vans,
Inc. (the "Company") offered hereby (the "Shares") are being sold by certain
executive officers and/or directors of the Company (the "Selling
Stockholders"). The Shares have been or may be acquired by the Selling
Stockholders from time to time from the Company upon the exercise of options to
purchase the Shares granted to the Selling Stockholders by the Company pursuant
to the Company's 1991 Long-Term Incentive Plan (the "Plan"). Options to
purchase 869,469 Shares are currently held by the Selling Stockholders and it
is expected that they will be granted options to purchase additional Shares
which also may be offered hereby. See "Selling Stockholders."
It is anticipated that the Shares may be offered for sale by one or
more of the Selling Stockholders in their discretion, on a delayed or
continuous basis from time to time in transactions in the open market at prices
prevailing at the time of sale on the Nasdaq National Market System, or in
negotiated transactions. Such transactions may be effected directly by the
Selling Stockholders, each acting as principal for their own account.
Alternatively, such transactions may be effected through brokers, dealers or
other agents designated from time to time by the Selling Stockholders and such
brokers, dealers or other agents may receive compensation in the form of
customary brokerage commissions or concessions from the Selling Stockholders or
the purchasers of the Shares. The Selling Stockholders may also pledge Shares
as collateral and such Shares could be resold pursuant to the terms of such
pledges. The Selling Stockholders, brokers who execute orders on their behalf,
and other persons who participate in the offering of the Shares on their behalf
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act and a portion of the proceeds of sales and commissions or
concessions therefor may be deemed underwriting compensation for purposes of
the Securities Act of 1933, as amended (the "Securities Act"). The Company
will not receive any part of the proceeds from the sale of Shares by the
Selling Stockholders.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISKS RELATED TO AN
INVESTMENT IN THE COMMON STOCK.
The Company will pay all costs and expenses incurred in connection
with the registration of the Shares under the Securities Act. The Selling
Stockholders will pay the costs associated with any sales of Shares, including
any discounts, commissions and applicable transfer taxes.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
===============================================================================
The date of this Prospectus is October 7, 1996
Prospectus Page 1
Form S-8 page 3
<PAGE> 4
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-8 under the
Securities Act relating to the Shares. This Prospectus does not contain all the
information set forth in the Registration Statement. The Company is subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements, information statements and other information with the Commission.
For further information, reference is made to the Registration Statement,
including the exhibits filed as a part thereof, and to such reports, proxy
statements, information statements and other information, which may be obtained
from the Commission at prescribed rates or may be inspected without charge and
copied at the public reference facilities of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington D.C. 20549; at its Chicago Regional
Offices, Northwestern Atrium Center, 500 West Madison Avenue, Suite 1400,
Chicago Illinois 60661; and at its New York Regional Offices, 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. The Company's
Common Stock is listed on the NASDAQ National Market System. The reports,
proxy statements, information statements and other information it files with
the Commission are also filed with the National Association of Securities
Dealers, Inc. and can be inspected at its facility at 1735 K Street, N.W.,
Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE; ADDITIONAL INFORMATION
The following documents and information are incorporated by reference
into this Prospectus: (i) the Company's Prospectus, contained in its
Registration Statement on Form S-3, Registration No. 333-3272, filed with the
Commission; and (ii) the Company's Annual Report on Form 10-K for the year
ended May 31, 1996, Commission File No. 0-19402; The description of the Common
Stock of the Company, $.001 par value per share, is incorporated by reference
from the Registration Statement of the Company on Form 8-A, dated July 12,
1991, filed pursuant to Section 12 of the Securities Exchange Act of 1934.
All annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, definitive information in proxy statements and
other reports filed with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the filing of a post-effective amendment which indicates that all the
securities offered by this Prospectus have been sold or which deregisters all
the securities remaining unsold shall be deemed to be incorporated by reference
into this Prospectus to be part hereof from the date of filing such documents.
These documents are or will be available for inspection and copying at the
locations identified above. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or replaces such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of any and all information that
has been incorporated by reference in this Prospectus (not including exhibits
to the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this
Prospectus incorporates). Such request should be directed to Craig E.
Gosselin, Vice President and General Counsel of the Company, telephone number
(714) 974-7414.
Prospectus Page 2
Form S-8 page 4
<PAGE> 5
No person has been authorized to give any information or to make any
representations not contained in this Prospectus in connection with the
offering made by this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company or the Selling Stockholders. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy the securities to which this
Prospectus relates in any jurisdiction to any person to whom it is unlawful to
make such an offer or solicitation in such jurisdiction. Neither the delivery
of this Prospectus nor any sale made hereunder shall under any circumstances
create any implication that there has been no change in the affairs of the
Company since the date hereof or since the date as of which information is set
forth herein.
THE COMPANY
The Company is the registrant of the Common Stock to which this
Prospectus relates. The Company is a branded manufacturer, wholesaler and
retailer of high quality, stylish casual and active casual footwear, as well as
performance footwear for enthusiast sports and snowboard boots, through a
distribution system that includes a network of independent and national
retailers, international distributors for 65 countries, and 83 Company-owned
stores and factory outlets. The Company sources its footwear from third party
foreign manufacturers and the Company's own 90,000 square foot manufacturing
facility in Vista, California. The Company was incorporated in Delaware in
1988 and its principal executive office is located at 2095 Batavia Street,
Orange, California 92865. Its telephone number is (714) 974-7414.
RISK FACTORS
CHANGES IN FASHION TRENDS
The Company's success is largely dependent on its ability to
anticipate the rapidly changing fashion tastes of its customers and to provide
merchandise that appeals to their preferences in a timely manner. There can be
no assurance that the Company will respond in a timely manner to changes in
consumer preferences or that the Company will successfully introduce new models
and styles of footwear. Achieving market acceptance for new products may also
require substantial marketing and product development efforts and the
expenditure of significant funds to create consumer demand. Decisions with
respect to product designs often need to be made several months in advance of
the time when consumer acceptance can de determined. As a result, the
Company's failure to anticipate, identify or react appropriately to changes in
styles and features could lead to, among other things, excess inventories and
higher markdowns, lower gross margins due to the necessity of providing
discounts to retailers, as well as the inability to sell such products through
Company-owned retail and factory outlet stores. Conversely, failure by the
Company to anticipate consumer demand could result in inventory shortages,
which can adversely affect the timing of shipments to customers, negatively
impacting retailer and distributor relationships and diminishing brand loyalty.
The failure to introduce new products that gain market acceptance would have a
material adverse effect on the Company's business, financial condition and
results of operations, and could adversely affect the image of the VANS brand
name.
COMPETITION
Footwear Industry. The athletic and casual footwear industry
is highly competitive. The Company competes with a number of domestic and
foreign manufacturers of footwear. Many of the Company's competitors, such as
Nike, Inc., Reebok International Ltd., adidas AG and Fila Holding SpA, have
significantly greater financial resources than the Company, have more
comprehensive lines of product offerings, compete with the Company in the Far
East for manufacturing sources and spend substantially more on product
advertising than the Company. In addition, the general availability of
offshore shoe manufacturing capacity allows for rapid expansion by competitors
and new entrants in the footwear market. In addition, in the casual footwear
market, the Company competes with a number of companies, such as Airwalk,
Converse Inc. and Stride Rite Corporation (Keds), many of which may have
significantly greater financial and other resources than the Company.
Prospectus Page 3
Form S-8 page 5
<PAGE> 6
Snowboard Boot Industry. The Company is a relatively new
entrant in the snowboard boot business. Although the Company has experienced
growth in sales of its line of snowboard boots, it faces significant
competition, most notably from Airwalk and Burton Snowboards, Inc., the
industry leaders. Snowboarding is a relatively new sport and there can be no
assurance that it will continue to grow at the rate experienced in recent
years, or that its popularity will not decline. Moreover, the market for
snowboards is characterized by image-conscious consumers. The failure by the
Company to accurately predict and target future trends or to maintain its
progressive image could have a material adverse effect on its snowboard boot
sales. The Company believes that its future success in the snowboard boot
market will depend, in part, on its ability to introduce innovative,
well-received products, and there can be no assurance that it will do so.
DEPENDENCE ON FOREIGN MANUFACTURERS
Approximately 76% of the Company's shoes and 100% of the
Company's snowboard boots sold during fiscal 1996 were manufactured by
independent suppliers located in South Korea. The Company anticipates that its
reliance on offshore manufacturers will increase, primarily due to increasing
sales of its International Collection and the Company's snowboard boot line.
The Company sources its foreign-produced products through its Hong Kong
subsidiary, Vans Far East Limted ("VFEL"). VFEL does not have contracts with
its foreign footwear manufacturers. There can be no assurance that VFEL will
not experience difficulties with such manufacturers, including reduction in the
availability of production capacity, errors in complying with product
specifications, inability to obtain sufficient raw materials, insufficient
quality control, failure to meet production deadlines or increases in
manufacturing costs. In addition, if VFEL's relationship with any of its
manufacturers were to be interrupted or terminated, it would be required to
locate alternative manufacturing sources. The establishment of new
manufacturing relationships involves numerous uncertainties, and there can be
no assurance that VFEL would be able to obtain alternative manufacturing
sources on terms satisfactory to it. Should a change in its suppliers become
necessary, VFEL would likely experience increased costs, as well as substantial
disruption and resulting loss of sales. In addition, VFEL utilizes two
international sourcing agents who assist it in selecting and overseeing third
party manufacturers, ensuring quality, sourcing fabrics and monitoring quotas
and other trade regulations. The loss or reduction in the level of services
from either of such agents could significantly affect the ability of VFEL to
efficiently source products from South Korea, which could have a material
adverse effect on VFEL's and the Company's business, financial condition and
results of operations.
Foreign manufacturing is subject to a number of risks,
including work stoppage, transportation delays and interruptions, political
instability, foreign currency fluctuations, changing economic conditions,
expropriation, nationalization, the imposition of tariffs, import and export
controls and other non-tariff barriers (including quotas) and restrictions on
the transfer of funds, environmental regulation and other changes in
governmental policies. There can be no assurance that such factors will not
materially adversely affect VFEL's and the Company's business, financial
condition and results of operations.
All VANS products manufactured overseas and imported into the
United States are subject to duties collected by the United States Customs
Service. Customs information submitted by the Company is subject to review by
the Customs Service. The Company is unable to predict whether additional
United States Customs duties, quotas or other restrictions may be imposed on
the importation of its products in the future. The enactment of any such
duties, quotas or restrictions could result in increases in the cost of such
products generally and might adversely affect the sales or profitability of the
Company.
Prospectus Page 4
Form S-8 page 6
<PAGE> 7
RISKS ASSOCIATED WITH SPECIALIZED MATERIALS
The Company's success is largely dependent on its ability to
anticipate the rapidly changing fashion tastes of its customers and to provide
merchandise that appeals to their preferences in a timely manner. In response
to recent consumer demand, the Company has begun selling footwear that uses
certain specialized fabrics, instead of the traditional materials used by the
Company such as leather and canvas. There can be no assurance that the Company
will be able to obtain on a timely basis an adequate supply of such fabrics,
which could result in the Company's inability to meet consumer demand.
Further, there can be no assurance that footwear produced with such material
will have performance and durability comparable to the Company's traditional
footwear. The failure of footwear using such fabrics to perform to customer
satisfaction could result in a higher rate of customer returns and could
adversely affect the image of the VANS brand name, which could have a material
adverse effect on the Company's business and results of operations.
MANAGEMENT OF GROWTH
The Company intends to pursue an aggressive growth strategy
through expanded marketing and promotion efforts, more frequent introductions
of products, broader lines of casual and performance footwear and snowboard
boots as well as apparel and other accessories and increased international
market penetration. To the extent the Company is successful in increasing
sales of its products, a significant strain may be placed on its financial,
management and other resources. The Company's future performance will depend
in part on its ability to manage change in its operations and will require the
Company to attract, train, manage and retain management, sales, marketing and
other key personnel. In addition, the Company's ability to manage its growth
effectively will require it to continue to improve its operational and
financial control systems and infrastructure and management information
systems. There can be no assurance that the Company will be successful in such
efforts, and the inability of the Company's management to manage growth
effectively could have a material adverse effect on the Company's business,
financial conditon and results of operations.
SEASONALITY AND QUARTERLY FLUCTUATION
The footwear industry is characterized by significant
seasonality of net sales and results of operations. Historically, the
Company's business has been moderately seasonal, with the largest percentage of
sales realized in the first and fourth fiscal quarters (March through August),
the "Spring and Summer" and "Back to School" months. In addition, because
snowboarding is a winter sport, sales of the Company's snowboard boots have
historically been strongest in the first and second fiscal quarters. As the
Company increases its international sales through VFEL and experiences changes
in its product mix, it expects that its quarterly results will vary from
historical trends. As a result of these and other factors, the Company
anticipates that a higher portion of its overall fiscal year revenues will be
recognized in the first fiscal quarter. Therefore, the results of operations
of any quarter may not necessarily be indicative of the results that may be
achieved for a full fiscal year or any future quarter. In addition to seasonal
fluctuations, the Company's operating results fluctuate on a quarter-to-quarter
basis as a result of holidays, weather and the timing of large shipments of
footwear. The Company's operating margins also fluctuate according to product
mix, cost of materials and the mix between wholesale and retail channels.
Given these factors, there can be no assurance that the Company's future
results will be consistent with past results or the projections of securities
analysts. Historically, the Company has shipped a large portion of its
products late in the quarter. Consequently, the Company may not learn of sales
shortfalls until late in any particular fiscal quarter, which could result in
an immediate and adverse effect on the Company's business, financial condition
and results of operations.
Prospectus Page 5
Form S-8 page 7
<PAGE> 8
TRADE CREDIT RISK
The Company's results of operations are affected by the timely
payment for products by its customers. Particularly as the Company increases
sales to independent retailers, including snowboard boot retailers, the
Company's bad debt risk may increase. Although the Company's bad debt expense
has not been material to date, no assurance can be given that it will not
increase relative to net sales in the future or that the Company's current
reserves for bad debt will be adequate. Any significant increase in the
Company's bad debt expense relative to net sales could adversely impact the
Company's net income and cash flow, and could adversely affect the Company's
ability to pay its obligations as they become due.
DEPENDENCE ON KEY INDIVIDUALS
The Company's future success is highly dependent on the
services of its management team. The Company's Chief Executive Officer, Chief
Operating Officer and Chief Financial Officer have all been hired in the last
18 months. The loss of the services of these individuals or any of the
Company's other officers could have a material adverse effect on the Company's
business. Each executive officer of the Company is currently subject to an
employment agreement. However, the Company believes that the market for key
personnel in the industries in which it competes is highly competitive. There
can be no assurance that the Company will be able to attract and retain key
personnel with the skills and expertise necessary to manage the Company's
business, both in the United States and abroad.
ECONOMIC CYCLICALITY
Certain economic conditions affect the level of consumer
spending on the products offered by the Company, including, among other things,
general business conditions, interest rates, taxation and consumer confidence
in future economic conditions. The Company and the footwear and apparel
industry in general are highly dependent on the economic environment and
discretionary levels of consumer spending that affect not only the consumer,
but also distributors and retailers of the Company's products. As a result,
the Company's results of operations may be materially adversely affected by
downward trends in the economy of the occurrence of events that adversely
affect the economy in general. In addition, a significant portion of the
Company's revenues come from sales in California, including sales through the
Company's retail stores. A decline in the economic conditions in California
could materially adversely affect the Company's business, financial condition
and results of operations.
RELIANCE ON THIRD PARTY TECHNOLOGY
The Company currently licenses certain proprietary technology
and the right to produce snowboard boots for a step-in-boot binding system from
Switch Manufacturing ("Switch"). Such license expires on December 31, 1997 and
is non-exclusive, except that Switch may not enter into license agreements with
the two snowboard boot market leaders measured by sales in 1994. The loss of
the Switch license, failure by Switch to renew such license or the termination
of the Company's limited exclusivity could adversely impact the Company's
competitive position in the snowboard boot market. In addition, failure by
Switch to receive a patent on its binding system, or patent litigation
regarding such system, could significantly reduce the value to the Company of
its relationship with Switch. In that regard, the Company has been advised
that Switch has been sued for patent infringement by Mark Raines, Gregory
Deeney and Preston Binding Company ("Preston"), a division of Ride, Inc.
("Ride"). The suit alleges that the Switch binding system infringes the patent
of a binding system developed by Messrs. Raines and Deeney which was
subsequently assigned to Preston. Switch has responded to the suit by filing
an answer denying such allegations and a complaint against Preston and Ride
seeking a declaratory judgment of patent non-infringement and damages for
alleged bad faith allegations of patent infringement.
Prospectus Page 6
Form S-8 page 8
<PAGE> 9
Additionally, the Company has been advised by Switch that K2
Corporation ("K2") has notified Switch that, in its opinion, Switch's binding
system infringes certain allowed claims in a U.S. patent application filed by
K2. To the Company's knowledge, no litigation has commenced in this matter.
The Company has not been named as a defendant in the Preston
suit or threatened with litigation in either of the foregoing matters; however,
there can be no assurance that the Company will not be named in the Preston
suit or any potential litigation which might arise between Switch and K2, and
there can be no assurance as to the outcome of the litigation between Switch
and Preston and Ride or any potential litigation between Switch and K2. In the
event Switch is found liable in the Preston suit or in any suit that may be
filed by K2, the Company may be unable to use the Switch step-in boot binding
system, which could adversely impact the Company's competitive position in the
snowboard boot market.
PRODUCT LIABILITY
The Company's snowboard boots are often used in relatively
high-risk recreational settings. Consequently, the Company is exposed to the
risk of product liability claims in the event that a user of such boots is
injured in connection with such use. In many cases, users of the Company's
boots may engage in imprudent or even reckless behavior while using such
products, thereby increasing the risk of injury. The Company maintains general
liability insurance (which includes product liability coverage) and excess
liability insurance coverage in an amount the Company believes to be
sufficient. However, there can be no assurance that such coverage will be
sufficient, will continue to be available on acceptable terms, will be
available in sufficient amounts to cover one or more large claims, or that the
insurer will not disclaim coverage as to any future claim. The successful
assertion of one or more large claims against the Company that exceed available
insurance coverage, or changes in the Company's insurance policies, including
premium increases or the imposition of large deductible or co-insurance
requirements, could have a material adverse effect on the Company's financial
condition and results of operations.
VOLATILITY OF STOCK PRICE
The market price of the Common Stock has fluctuated
substantially since the Company's initial public offering in August 1991.
There can be no assurance that the market price of the Common Stock will not
continue to fluctuate significantly. Future announcements concerning the
Company or its competitors, quarterly variations in operating results, the
introduction of new products or changes in product pricing policies by the
Company or its competitors, weather patterns that may be perceived to affect
the demand for the Company's products, changes in earnings estimates by
analysts or changes in accounting policies, among other factors, could cause
the market price of the Common Stock to fluctuate substantially. In addition,
stock markets have experienced extreme price and volume volatility in recent
years. This volatility has had a substantial effect on the market prices of
securities of many smaller public companies for reasons frequently unrelated to
the operating performance of the specific companies. These broad market
fluctuations could adversely affect the market price of the Common Stock.
Prospectus Page 7
Form S-8 page 9
<PAGE> 10
ACQUISITION-RELATED RISKS
From time to time, the Company evaluates and considers the
acquisition of businesses involved in activities or with product lines that are
compatible to those of the Company. Acquisitions involve numerous risks,
including difficulties in the assimilation of the operations, technologies and
products of the acquired companies, the diversion of management's attention
from other business concerns, risks associated with entering markets or
conducting operations with which the Company has no or limited direct prior
experience, and the potential loss of key employees of the acquired company.
Moreover, there can be no assurance that the anticipated benefits of an
acquisition will be realized. Future acquisitions by the Company could result
in potentially dilutive issuances of equity securities, the incurrence of debt
and contingent liabilities and amortization expenses related to goodwill and
other intangibles assets, all of which could materially adversely affect the
Company's business, financial condition, results of operations or stock price.
SELLING STOCKHOLDERS
The names of all of the holders of the Company's Common Stock who may
be or become eligible to sell Shares pursuant to this Prospectus are not
presently known to the Company. The following persons will, upon the options
granted to them under the Plan becoming exercisable, be eligible to sell
pursuant to this Prospectus the number of Shares specified in the table below
opposite his or her name and have requested to be identified as a Selling
Stockholder in this Prospectus.
<TABLE>
<CAPTION>
Number of Shares of Number of Shares of Class Number of Shares of Class
Selling Stockholder/ Class Owned as of Eligible Owned After Sale
Position with Company September 1, 1996 (1) To Be Sold (1) (1)(2)
- --------------------- --------------------- -------------- -----------------
<S> <C> <C> <C>
Walter E. Schoenfeld 310,000 310,000 0
Chairman of the Board,
Chief Executive Officer
and Director
Gary H. Schoenfeld 200,000 200,000 0
President,Chief
Operating Officer
and Director
Craig E. Gosselin 39,773 39,773 0
Vice President and
General Counsel
Kyle B. Wescoat 32,500 32,500 0
Vice President and
Chief Financial Officer
Sari K. Ratsula 59,522 59,522 0
Vice President - Design
and Product Development
Gordon C. Lee, Jr. 59,494 59,494 0
Vice President -
National Sales
Wilbur J. Fix 70,000 70,000 0
Director
Philip H. Schaff, Jr. 53,180 53,180 0
Director
James R. Sulat 12,500 12,500 0
Director
Kathleen M. Gardarian 12,500 12,500 0
Director
</TABLE>
Prospectus Page 8
Form S-8 page 10
<PAGE> 11
<TABLE>
<CAPTION>
Number of Shares of Number of Shares of Number of Shares
Selling Stockholder/ Class Owned as of of Class Eligible Owned After Sale
Position with Company September 1, 1996 (1) To Be Sold (1) (1)(2)
- --------------------- --------------------- -------------- -----------------
<S> <C> <C> <C>
Peter M. Husting 12,500 12,500 0
Director
Lisa M. Douglas 7,500 7,500 0
Director
</TABLE>
- ---------------------------
(1) Assumes that all options granted to such persons have become
exercisable and all shares subject to outstanding options under the
Plan held by the Selling Stockholders have been issued upon the
exercise thereof.
(2) Assumes that all shares eligible to be offered by the Selling
Stockholders pursuant to this Prospectus have been sold and that any
other shares held by the Selling Stockholder are not sold.
LEGAL MATTERS
The legality of the Shares offered hereby has been passed upon for the
Company by Craig E. Gosselin, Vice President and General Counsel of the
Company. Mr. Gosselin owns options for 39,773 Shares and is a Selling
Stockholder. See "Selling Stockholders."
COMMISSION POSITION ON INDEMNIFICATION
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions or otherwise, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
----------------------------------------
Prospectus Page 9
Form S-8 page 11
<PAGE> 12
===============================================================================
TABLE OF CONTENTS
Page
Available Information................................................. 2
Incorporation of Certain Documents by
Reference; Additional Information.............................. 2
The Company........................................................... 3
Risk Factors.......................................................... 3
Selling Stockholders.................................................. 8
Legal Matters......................................................... 9
Commission Position on Indemnification................................ 9
===============================================================================
VANS, INC.
Common Stock
--------------------------------------------
PROSPECTUS
--------------------------------------------
October 7, 1996
Prospectus Page 10
Form S-8 page 12
<PAGE> 13
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated herein by
reference and are made a part hereof from their respective dates of filing:
1. The Registrant's Prospectus contained in its Registration
Statement on Form S-3, Registration No.333-3272, filed with
the Commission.
2. The Registrant's Annual Report on Form 10-K for the fiscal
year ended May 31, 1996.
3. Description of the Registrant's Common Stock as set forth in
Item 1 of the Registrant's Form 8-A Registration Statement,
dated July 12, 1991.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities registered hereby have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated hereby by
reference and be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock offered pursuant to the
Prospectus which forms a part of this Registration Statement has been passed
upon for the Company by Craig E. Gosselin, Vice President and General Counsel
of the Company. Mr. Gosselin owns options for 39,773 Shares covered by such
Prospectus.
Form S-8 page 13
<PAGE> 14
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). The Registrant's
Restated Bylaws, as amended, provide that the Registrant will indemnify its
directors and executive officers and may indemnify other officers to the full
extent permitted by law. The Registrant believes that indemnification under
its Restated Bylaws covers at least negligence and gross negligence by
directors and officers, and requires the Registrant to advance litigation
expenses in the case of stockholder derivative actions or other actions,
against an undertaking by the officer or director to repay such advances if it
is ultimately determined that the director or officer is not entitled to
indemnification. The Restated Bylaws further provide that rights conferred
under such Bylaws shall not be deemed to be exclusive of any other right such
persons may have or acquire under any statute, provision of any Certificate of
Incorporation, Bylaw, agreement, or vote of stockholders or disinterested
directors, or otherwise.
In addition, the Registrant's Restated Certificate of Incorporation
(the "Certificate") provides that, pursuant to Delaware law, its directors
shall not be liable for monetary damages for breach of the directors' fiduciary
duty of care to the Registrant and its stockholders. This provision does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
also entered into indemnity agreements with each of its directors and officers
indemnifying them to the fullest extent permitted by the foregoing. The
indemnification provisions discussed above and the indemnity agreements entered
into between the Registrant and its directors and officers may be sufficiently
broad to permit indemnification of the Registrant's officers and directors for
liabilities arising under the Securities Act. The Registrant has also
purchased directors' and officers' insurance. The policy generally covers
claims made during the policy term against any director or officer of the
Registrant for any actual or alleged act, error, omission, misstatement,
misleading statement, neglect or breach of duty by the director or officer,
subject to certain exclusions. The assets of the Registrant will not be used
to indemnify its directors and officers to the extent any underlying claim that
creates an indemnification obligation is covered by the Registrant's current
directors' and officers' insurance policy and any renewals or replacements of
such policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
Form S-8 page 14
<PAGE> 15
ITEM 8. EXHIBITS
5. Opinion of Craig E. Gosselin, Esq.
24.1 Consent of Craig E. Gosselin, Esq. is included in his
opinion filed as Exhibit 5
24.2 Consent of KPMG Peat Marwick LLP
25. Powers of Attorney (included on the signature page).
ITEM 9. UNDERTAKINGS
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; to include any
prospectus required by Section 10(a)(3) of the Securities Act; to reflect in
the prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) That, for the purposes of determining any liability under the
Securities 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 therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Form S-8 page 15
<PAGE> 16
(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been informed that in the opinion of the 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 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 under this Registration Statement, 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
Securities Act and will be governed by the final adjudication of such issue.
Form S-8 page 16
<PAGE> 17
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each officer and director whose
signature appears below, hereby authorizes, constitutes and appoints Walter E.
Schoenfeld and Craig E. Gosselin and each of them, his true and lawful
attorneys-in-fact and agents, 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 post-effective amendments to this Registration
Statement, to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and any
other regulatory authority, granting unto such 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 might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact deem appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Walter E. Schoenfeld Chairman of the October 7, 1996
- -------------------------- Board, Chief Executive
Walter E. Schoenfeld Officer and Director (Principal
Executive Officer)
/s/Gary H. Schoenfeld Director October 7, 1996
- --------------------------
Gary H. Schoenfeld
/s/George E. McCown Director October 7, 1996
- --------------------------
George E. McCown
/s/David E. De Leeuw Director October 7, 1996
- --------------------------
David E. DeLeeuw
/s/Kyle B. Wescoat Vice President and October 7, 1996
- -------------------------- Chief Financial
Kyle B. Wescoat Officer (Principal Financial
and Accounting Officer)
/s/ Philip H. Schaff, Jr. Director October 7, 1996
- --------------------------
Philip H. Schaff, Jr.
/s/Wilbur J. Fix Director October 7, 1996
- --------------------------
Wilbur J. Fix
/s/ James R. Sulat Director October 7, 1996
- --------------------------
James R. Sulat
/s/Kathleen M. Gardarian Director October 7, 1996
- --------------------------
Kathleen M. Gardarian
/s/Peter M. Husting Director October 7, 1996
- --------------------------
Peter M. Husting
/s/Lisa M. Douglas Director October 7, 1996
- --------------------------
Lisa M. Douglas
</TABLE>
Form S-8 page 17
<PAGE> 18
EXHIBIT INDEX
Document Page No.
-------- --------
5. Opinion of Craig E. Gosselin, Esq. 20
24.1 Consent of Craig E. Gosselin, Esq. is included in his
opinion filed as Exhibit 5
24.2 Consent of KPMG Peat Marwick LLP 22
25. Powers of Attorney (included on the signature page).
Form S-8 page 18
<PAGE> 1
EXHIBIT 5
Form S-8 page 19
<PAGE> 2
EXHIBIT 5
CRAIG E. GOSSELIN
Attorney-at-Law
2095 Batavia Street
Orange, California 92865
October 7, 1996
Vans, Inc.
2095 Batavia Street
Orange, California 92865
Re: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
I have acted as counsel to Vans, Inc., a Delaware corporation (the
"Company"), with respect to the registration statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission for
the purpose of registering for sale under the Securities Act of 1933, as
amended, 1,230,029 shares of Common Stock, par value $.001 per share ("Common
Shares"), of the Company issuable upon the exercise of certain options
("Options") granted under the Company's 1991 Long-Term Incentive Plan ("Plan").
Based on my review of the Restated Certificate of Incorporation of the
Company, the Restated By-Laws of the Company, as amended, the Minutes of
meetings of the Board of Directors and of the stockholders of the Company and
written consents in lieu of such meetings, the stock ledger of the Company, the
Plan and such other documents and records as I have deemed necessary and
appropriate, I am of the opinion that the Common Shares, if and when issued and
paid for upon the exercise of the Options and in accordance with the terms of
the Options, will be validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very Truly Yours,
/s/ Craig E. Gosselin
Craig E. Gosselin
Form S-8 page 20
<PAGE> 1
EXHIBIT 24.2
Form S-8 page 21
<PAGE> 2
EXHIBIT 24.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Vans, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of the Vans, Inc. Stock Option Shares under 1991 Long-Term Incentive
Plan of our report dated July 19, 1996, relating to the consolidated balance
sheets of Vans, Inc. as of May 31, 1996 and 1995, and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
years in the three-year period ended May 31, 1996, and related schedule, which
report appears in the May 31, 1996 Annual Report on Form 10-K of Vans, Inc.
KPMG PEAT MARWICK LLP
Orange County, California
October 7, 1996
Form S-8 page 22
