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As filed with the Securities and Exchange Commission
on January 6, 1998
Registration No. 333-
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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
incorporation or organization) Identification No.)
15700 Shoemaker Avenue
Santa Fe Springs, California 90670-5515
(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.
15700 Shoemaker Avenue
Santa Fe Springs, California 90670-5515
(Name and address of agent for service)
(562) 565-8267
(Telephone Number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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==========================================================================================================================
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)
==========================================================================================================================
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Common Stock, $.001 par value ("Common
Stock"), issuable upon the exercise of
options granted under the 1991
Long-Term Incentive Plan ............. 562,347 shares(1) $ 11.00 - $19.125 $7,599,149.50 $2,279.74
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(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.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Item 1 and Item 2 of Part I of Form S-8 has been
omitted from this filing in accordance with the provisions of the introductory
Note to Part I.
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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 by
the Registrant are incorporated herein by reference and are made a part hereof
from their respective dates of filing:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended May
31, 1997.
2. The Registrant's Quarterly Report on Form 10-Q for the period ended August
30, 1997.
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
Inapplicable.
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'
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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.
ITEM 8. EXHIBITS
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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. Power of Attorney (included on the signature page).
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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.
(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.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each officer and director whose signature
appears below, hereby authorizes, constitutes and appoints Gary H. 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.
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SIGNATURE TITLE DATE
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/s/ Gary H. Schoenfeld President and January 6, 1998
- ------------------------------------------------- Chief Executive Officer and
Gary H. Schoenfeld Director (Principal Executive
Officer)
/s/ Walter E. Schoenfeld Director January 6, 1998
- -------------------------------------------------
Walter E. Schoenfeld
/s/ George E. McCown Director January 6, 1998
- -------------------------------------------------
George E. McCown
/s/ David E. De Leeuw Director January 6, 1998
- -------------------------------------------------
David E. DeLeeuw
/s/ Kyle B. Wescoat Vice President and January 6, 1998
- ------------------------------------------------- Chief Financial Officer
Kyle B. Wescoat (Principal Financial
and Accounting Officer)
/s/ Philip H. Schaff, Jr. Director January 6, 1998
- -------------------------------------------------
Philip H. Schaff, Jr.
/s/ Wilbur J. Fix Director January 6, 1998
- -------------------------------------------------
Wilbur J. Fix
/s/ James R. Sulat Director January 6, 1998
- -------------------------------------------------
James R. Sulat
/s/ Kathleen M. Gardarian Director January 6, 1998
- -------------------------------------------------
Kathleen M. Gardarian
/s/ Lisa M. Douglas Director January 6, 1998
- -------------------------------------------------
Lisa M. Douglas
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EXHIBIT INDEX
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DOCUMENT PAGE NO.
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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. Power of Attorney (included on the signature page).
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EXHIBIT 5
CRAIG E. GOSSELIN
Attorney-at-Law
15700 Shoemaker Avenue
Santa Fe Springs, California 90670
January 6, 1998
Vans, Inc.
15700 Shoemaker Avenue
Santa Fe Springs, California 90670-5515
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, 562,347 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
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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 18, 1997, relating to the consolidated balance
sheets of Vans, Inc. as of May 31, 1997 and 1996, 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, 1997, and related schedule, which
report appears in the May 31, 1997 Annual Report on Form 10-K of Vans, Inc.
KPMG PEAT MARWICK LLP
Orange County, California
January 6, 1998
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