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As filed with the Securities and Exchange Commission
on September 30, 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 Identification No.)
incorporation or organization)
15700 Shoemaker Avenue
Santa Fe Springs, California 90670-5515
(Address of registrant's principal executive offices)
STOCK OPTION SHARES
UNDER VANSTASTIC EMPLOYEE STOCK OPTION 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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<S> <C> <C> <C> <C>
Common Stock, $.001 par value ("Common
Stock"), issuable upon the exercise of
options granted under the Vanstastic
Employee Stock Option Plan...................... 400,000 shares(1) $9.25 $3,700,000 $1,110.00
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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, 1998.
2. 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' 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
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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
5. Opinion of Craig E. Gosselin, Esq.
23.1 Consent of Craig E. Gosselin, Esq. is included in his opinion
filed as Exhibit 5.
23.2 Consent of KPMG Peat Marwick LLP.
24. 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.
(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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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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Santa Fe Springs, State of California, on September
30, 1998.
VANS, INC.
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(Registrant)
By: /s/ Gary H. Schoenfeld
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Gary H. Schoenfeld
President and Chief Executive Officer
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 September 30, 1998
- ------------------------------------------------------------ Chief Executive Officer and
Gary H. Schoenfeld Director (Principal Executive Officer)
/s/ Walter E. Schoenfeld Director September 30, 1998
- ------------------------------------------------------------
Walter E. Schoenfeld
/s/ George E. McCown Director September 30, 1998
- ------------------------------------------------------------
George E. McCown
/s/ Kyle B. Wescoat Vice President and September 30, 1998
- ------------------------------------------------------------ Chief Financial Officer
Kyle B. Wescoat (Principal Financial
and Accounting Officer)
/s/ Philip H. Schaff, Jr. Director September 30, 1998
- ------------------------------------------------------------
Philip H. Schaff, Jr.
/s/ Wilbur J. Fix Director September 30, 1998
- ------------------------------------------------------------
Wilbur J. Fix
/s/ James R. Sulat Director September 30, 1998
- ------------------------------------------------------------
James R. Sulat
(Signatures continued on next page)
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(Signatures continued from previous page)
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SIGNATURE TITLE DATE
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/s/ Kathleen M. Gardarian Director September 30, 1998
- ------------------------------------------------------------
Kathleen M. Gardarian
/s/ Lisa M. Douglas Director September 30, 1998
- ------------------------------------------------------------
Lisa M. Douglas
/s/ Gerald Grinstein Director September 30, 1998
- ------------------------------------------------------------
Gerald Grinstein
Director September __, 1998
- ------------------------------------------------------------
Charles G. Armstrong
Director September __, 1998
- ------------------------------------------------------------
Leonard R. Wilkins
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EXHIBIT INDEX
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DOCUMENT PAGE NO.
<S> <C> <C>
5. Opinion of Craig E. Gosselin, Esq.
23.1 Consent of Craig E. Gosselin, Esq. is included in his opinion filed as
Exhibit 5.
23.2 Consent of KPMG Peat Marwick LLP.
24. Powers 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
September 30, 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, 400,000 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 Vanstastic Employee Stock Option 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 23.2
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 the Vanstastic Employee
Stock Option Plan of our report dated July 20, 1998, relating to the
consolidated balance sheets of Vans, Inc. as of May 31, 1998 and 1997, 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, 1998, and
related schedule, which report appears in the May 31, 1998 Annual Report on Form
10-K of Vans, Inc.
KPMG PEAT MARWICK LLP
Orange County, California
September 30, 1998
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