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Electronically transmitted to the Securities and
Exchange Commission on October 22, 1998
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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
(Address of registrant's principal executive offices)
Craig E. Gosselin
Vice President and General Counsel
VANS, INC.
15700 Shoemaker Avenue
Santa Fe Springs, California 90670
(562) 565-8267
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to public: From time to time
after this Registration Statement is declared effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statements
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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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 REGISTRATION FEE(2)
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value
("Common Stock") issued to certain
Selling Stockholders...................... 288,292 shares(1) $8.00 $2,306,336 $691.90
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(1) See "Selling Stockholders" for a determination of the aggregate shares
of Common Stock to be registered hereunder. 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(c) promulgated under the Securities Act
of 1933, as amended, based on the average of the high and the low sale
price of the Common Stock, as reported on the Nasdaq Stock Market on
October 20, 1998.
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 FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT ON SUCH DATE 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 OF 1933 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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VANS, INC.
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
SHOWING LOCATION IN PROSPECTUS OF INFORMATION
REQUIRED BY ITEMS OF FORM S-3
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ITEM NUMBER AND HEADING IN
FORM S-3 REGISTRATION STATEMENT HEADING IN PROSPECTUS
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1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus............................. Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus......................................................... Inside Front Cover Page and Outside Back Cover Page
3. Summary Information, Risk Factors, and Ratio
of Earnings to Fixed Charges....................................... The Company; Risk Factors
4. Use of Proceeds.................................................... Use of Proceeds
5. Determination of Offering Price.................................... Not applicable
6. Dilution........................................................... Not applicable
7. Selling Security Holders........................................... Selling Stockholders
8. Plan of Distribution............................................... Plan of Distribution
9. Description of Securities to be Registered......................... Not applicable
10. Interests of Named Experts and Counsel............................. Legal Matters
11. Material Changes................................................... Not applicable
12. Incorporation of Certain Information by
Reference........................................................ Incorporation of Certain Documents by Reference
13. Disclosure of Commission Position on
Indemnification of Securities Act Liabilities...................... Not Applicable
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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PROSPECTUS SUBJECT TO COMPLETION, DATED OCTOBER __, 1998
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VANS, INC.
288,292 Shares of Common Stock
$.001 par value per share
This Prospectus relates to 288,292 shares (the "Shares") of Vans Common
Stock, $.001 par value ("Common Stock"), which are being offered by certain
stockholders of Vans (the "Selling Stockholders"). Some of the Selling
Stockholders received their Shares in exchange for the termination of
Distributor Agreements, and some received their Shares when Vans acquired Switch
Manufacturing in July 1998.
The Shares may be offered for sale by one or more of the Selling
Stockholders in their discretion from time to time in transactions in the open
market at prices prevailing at the time of sale on the Nasdaq Stock Market, or
in privately negotiated transactions. Such transactions may be made directly by
the Selling Stockholders or 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" under the Securities Act of 1933, as amended (the "Securities
Act"), and a portion of the proceeds of sales and commissions or concessions for
such Shares may be deemed underwriting compensation for purposes of the
Securities Act. We will not receive any part of the proceeds from the sale of
Shares by the Selling Stockholders.
SEE "RISK FACTORS" ON PAGE 3 FOR A DISCUSSION OF CERTAIN RISKS RELATED
TO YOUR PURCHASE OF SHARES.
We will pay all costs and expenses of registering the Shares under the
Securities Act, other than the costs of counsel for the Selling Stockholders.
The Selling Stockholders will pay the costs of their counsel and any costs
associated with any sales of Shares, including any discounts, commissions and
applicable transfer taxes.
Vans' Common Stock is traded on the Nasdaq Stock Market under the
symbol "VANS." On October 21, 1998, the last sale price for the Common Stock, as
reported by Nasdaq, was $7.50.
THE SHARES OFFERED OR SOLD UNDER THIS PROSPECTUS HAVE NOT BEEN APPROVED
BY THE SEC OR ANY STATE SECURITIES COMMISSION, NOR HAVE THESE ORGANIZATIONS
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is October __, 1998.
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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a Registration Statement relating to the
Shares (the "Registration Statement"). This Prospectus does not contain all the
information set forth in the Registration Statement. We also file with the SEC
documents under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), such as reports, proxy statements, information statements and other
information. Copies of the Registration Statement, including the exhibits filed
with it, and such reports, proxy statements, information statements and other
information may be obtained from the SEC at prescribed rates or may be inspected
without charge and copied at the public reference facilities of the SEC 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. Additionally,
since we file these documents electronically, the SEC maintains a web site that
contains reports, proxy and information statements and other information
regarding us. The address of such web site is http://www.sec.gov. The reports,
proxy statements, information statements and other information we file with the
SEC 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
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this Prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference our Annual Report on Form 10-K for the year ended May
31, 1998, and our Quarterly Report on Form 10-Q for the period ended August 29,
1998. Also, a description of our Common Stock is incorporated by reference from
our Registration Statement on Form 8-A, dated July 12, 1991, filed under the
Exchange Act. Finally, we incorporate by reference 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 we file with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus.
You may request a copy of any of any our filings, at no cost, by
writing or telephoning Craig E. Gosselin, Vice President and General Counsel of
Vans, 15700 Shoemaker Avenue, Santa Fe Springs, California 90670, telephone
number (562) 565-8267.
You should rely only on the information or representations provided in
this Prospectus. We have authorized no one to provide you with different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
Prospectus is accurate as of any date other than the date on the front page of
this document.
DESCRIPTION OF VANS
We design and distribute high quality, stylish-casual and active-casual
footwear and apparel, as well as performance footwear for enthusiast sports,
snowboard boots, outerwear and Switch(TM) step-in snowboard boot bindings. Our
products are distributed through a network of independent and national
retailers, international distributors and sales agents for 80 countries, and 104
Company-owned stores and factory outlets. Vans was incorporated in Delaware in
December 1987 and is the successor to Van Doren Rubber Company, a California
corporation. Our principal executive office is located at 15700 Shoemaker
Avenue, Santa Fe Springs, California 90670, and our telephone number is (562)
565-8267.
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RISK FACTORS
An investment in Vans involves certain risks. You should carefully
consider the following factors in deciding whether to purchase Shares.
BRAND STRENGTH; CHANGES IN FASHION TRENDS
Our success is largely dependent on the continued strength of the VANS brand
and on our ability to anticipate the rapidly changing fashion tastes of our
customers and to provide merchandise that appeals to their preferences in a
timely manner. We cannot assure that consumers will continue to prefer the VANS
brand or that we will respond in a timely manner to changes in consumer
preferences or that we will successfully introduce new models and styles of
footwear and apparel. 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 be determined. As a result, our failure to
anticipate, identify or react appropriately to changes in styles and features
could lead to problems such as 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 our own retail and factory outlet
stores.
At the same time, our failure 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 our business and could
adversely affect the image of the VANS brand name.
We also use certain specialized fabrics in footwear and clothing. The
failure of footwear or clothing 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 our business and results of operations.
We also recently significantly increased the technical aspects of certain of
our footwear and snowboard boots. If such technical features fail to operate as
expected or satisfy customers, or we fail to develop new and innovative
technical features in a timely fashion, the result could adversely affect the
VANS brand and could have a material adverse effect on our business.
COMPETITION
FOOTWEAR INDUSTRY. The athletic and casual footwear industry is highly
competitive. We compete with other companies on the basis of the quality and
technical aspects of our products, the 32-year heritage of the VANS brand, and
the brand's authenticity with our core customers and the athletes who
participate in the sports sponsored by us. Many of our competitors, such as
Nike, Inc., Reebok International Ltd., Adidas AG and Fila Holdings SpA, have
significantly greater financial resources than us, have more comprehensive lines
of product offerings, compete with us in the Far East for manufacturing sources
and spend substantially more on product advertising than us. In addition, the
general availability of offshore shoe manufacturing capacity allows for rapid
expansion by competitors and new entrants in the footwear market. In this
regard, we face significant competition from large, well-known companies, such
as Tommy Hilfiger and Nautica, which have brand recognition. In addition, in the
casual footwear market, we compete 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 us. We also compete
with smaller companies, such as D.C. Shoes, Duffs and Etnies, which specialize
in marketing to our core skateboarding customers.
SNOWBOARD BOOT INDUSTRY. Although we have experienced substantial growth in
sales of our line of snowboard boots, we face significant competition from
companies such as Burton Snowboards, Inc., Northwave and Airwalk. We also
believe that several large, well-known companies, such as Nike, Inc. and Fila
Holdings SpA will enter the snowboard boot industry in the future. These
companies are much larger and have greater financial resources than us, and have
significant brand recognition.
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Snowboarding is a relatively new sport and we cannot assure that it will
continue to grow at the rate experienced in recent years, or that its popularity
will not decline. Moreover, the market for snowboarding is characterized by
image-conscious consumers. The failure by us to accurately predict and target
future trends or to maintain our progressive image could have a material adverse
effect on our snowboard boot sales. We believe that our future success in the
snowboard boot market will depend, in part, on our ability to continue to
introduce innovative, well-received products.
APPAREL INDUSTRY. We are a relatively new entrant in the apparel business.
The apparel industry is highly competitive and fragmented, and many of our
competitors have significantly greater financial resources than us and spend
substantially more on product advertising than us. Additionally, the apparel
industry is particularly dependent on changes in fashion, which will require us
to devote substantial resources to responding to changes in consumer preferences
in a timely manner.
DEPENDENCE ON FOREIGN MANUFACTURERS; CUSTOMS
Approximately 90% of our shoes and 100% of our snowboard boots are
manufactured by independent suppliers located in South Korea. We have increased
our reliance on offshore manufacturers by commencing sourcing of footwear and
apparel in the Peoples Republic of China, India and Israel, and we recently
began sourcing vulcanized footwear in Mexico and Spain in response to the recent
closing of our last U.S. manufacturing facility.
We source our foreign-produced products through our subsidiary, Vans Far
East Limited, a Hong Kong company ("VFEL"). Although VFEL executes Manufacturing
Agreements with its foreign manufacturers, we cannot assure that VFEL will not
experience difficulties with such manufacturers, such as reduction in the
availability of production capacity, errors in complying with product
specifications, inability to obtain sufficient raw materials, insufficient
quality control, failure to comply with VFEL's requirements for the proper
utilization of our intellectual property, 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, alternative
manufacturing sources will have to be located. The establishment of new
manufacturing relationships involves numerous uncertainties, and we cannot
assure 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 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 such agents
could significantly affect the ability of VFEL to efficiently source products
from overseas, which could have a material adverse effect on VFEL's and our
business.
Foreign manufacturing is also subject to a number of risks, including work
stoppage, transportation delays and interruptions, political instability,
foreign currency fluctuations, changing economic conditions, an increased
likelihood of counterfeit, knock-off or gray market goods, expropriation,
nationalization, 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. We
cannot assure that such factors will not materially adversely affect VFEL's and
our business.
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 us is subject to review by the Customs Service. We are
unable to predict whether additional United States Customs duties, quotas or
restrictions may be imposed on the importation of products in the future. The
enactment of any such duties, quotas or restrictions could result in increases
in the cost of such products and might adversely affect our sales or
profitability.
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Also, we may be subjected to additional duties, significant monetary
penalties, the seizure and the forfeiture of the products we are attempting to
import or the loss of import privileges if we or our suppliers are found to be
in violation of U.S. laws and regulations applicable to the importation of our
products. Such violations may include (i) inadequate record keeping of our
imported products, (ii) misstatements or errors as to the origin, quota
category, classification, marketing or valuation of our imported products, (iii)
fraudulent visas, or (iv) labor violations under U.S. or foreign laws. We are
currently being audited by U.S. Customs. We cannot assure that we will not incur
significant penalties (monetary or otherwise) if Customs determines in the
course of its audit that these laws or regulations have been violated or that we
failed to exercise reasonable care in our obligations to comply with these laws
or regulations.
Although the products sold by us are not currently subject to quotas in the
United States, certain countries in which our products are sold are subject to
certain quotas and restrictions on foreign products which to date have not had a
material adverse effect on our business. However, such countries may alter or
modify such quotas or restrictions. Countries in which our products are
manufactured may, from time to time, impose new or adjust quotas or other
tariffs and other restrictions on imported products, any of which could have a
material adverse effect on our business. Other restrictions on the importation
of our products are periodically considered by the U.S. Congress, and we cannot
assure that tariffs or duties on our products may not be raised, resulting in
higher costs to us, or that import quotas with respect to such products may not
be imposed or made more restrictive.
MANAGEMENT GROWTH
We intend to pursue our 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 clothing and
other accessories, and increased international market penetration. To the extent
we are successful in increasing sales of our products, a significant strain may
be placed on our financial, management and other resources. Our future
performance will depend in part on our ability to manage change in our
operations and will require us to attract, train, manage and retain management,
sales, marketing and other key personnel. In addition, our ability to manage our
growth effectively will require us to continue to improve our operational and
financial control systems and infrastructure and management information systems.
We cannot assure that we will be successful in such efforts, and our inability
to manage growth effectively could have a material adverse effect our business.
SEASONALITY AND QUARTERLY FLUCTUATION
The footwear industry generally is characterized by significant seasonality
of net sales and results of operations. Our business is moderately seasonal,
with the largest percentage of sales realized in the first fiscal quarter (June
through August), the "Back to School" months. In addition, because snowboarding
is a winter sport, our sales of snowboard boots and the Switch(TM) step-in
snowboard boot binding system (the "Switch System"), have historically been
strongest in our first and second fiscal quarters (June through November).
As we increase international sales through VFEL and experience changes in
our product mix, we expect that our quarterly results will vary from historical
trends. Therefore, the results of operations of any quarter may not necessarily
be indicative of the results that we may achieve for a full fiscal year or any
future quarter.
In addition to seasonal fluctuations, our operating results fluctuate on a
quarter-to-quarter basis as a result of holidays, weather and the timing of
large shipments. Our gross margins also fluctuate according to product mix, cost
of materials and the mix between wholesale and retail channels. Given these
factors, we cannot assure that our future results will be consistent with past
results or the projections of securities analysts. Historically, we have shipped
a large portion of our products late in the quarter. Consequently, we may not
learn of sales shortfalls until late in any particular fiscal quarter, which
could result in an immediate and adverse effect on our business.
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TRADE CREDIT RISK
Our results of operations are affected by the timely payment for products.
Although our bad debt expense has not been material to date, we cannot assure
there will be no increase relative to net sales in the future or that our
current reserves for bad debt will be adequate. Any significant increase in our
bad debt expense relative to net sales could adversely impact our net income and
cash flow, and could adversely affect our ability to pay our obligations.
ECONOMIC CYCLICALITY
Certain economic conditions affect the level of consumer spending on our
products, such as general business conditions, interest rates, taxation and
consumer confidence in future economic conditions. Our business is highly
dependent on the economic environment and discretionary levels of consumer
spending that affect not only the consumer, but also distributors and retailers
of our products. As a result, our results of operations may be materially
adversely affected by downward trends in the economy or the occurrence of events
that adversely affect the economy in general. In addition, a significant portion
of our revenue continues to come from sales in California, including sales
through our retail stores. A decline in the economic conditions in California
could materially adversely affect our business.
INTERNATIONAL BUSINESS OPERATIONS; RISK OF FOREIGN CURRENCY FLUCTUATIONS
We recently began to do business directly in the United Kingdom through two
subsidiaries, and in Mexico, Brazil, Argentina and Uruguay through subsidiaries
co-owned with a third party. Additionally, we are currently restructuring our
operations in Europe by eliminating certain distributor relationships and
replacing them with sales agent relationships. In connection with this strategy,
we are establishing an operational structure in Europe to support the activities
of the sales agents. We may experience risks while doing business directly in
foreign countries such as managing operations effectively and efficiently from a
far distance and understanding and complying with local laws, regulations and
customs. Additionally, our foreign subsidiaries may, from time to time, collect
payments in customers' local currencies and purchase raw materials or product in
currencies other than U.S. dollars. Accordingly, we may be exposed to
transaction gains and losses that could result from changes in foreign currency
exchange rates.
ABILITY TO PROTECT INTELLECTUAL PROPERTY RIGHTS
We consider our "intellectual property" (trademarks, patents, etc.) to be
critical to our business. We rely on trademark, copyright and trade secret
protection, patents, non-disclosure agreements and licensing arrangements to
establish, protect and enforce our rights in our products. Despite our efforts
to safeguard and maintain such rights, we cannot assure that we will be
successful in this regard, and we cannot assure that third parties will not sue
us in the future. Furthermore, we cannot assure that our trademarks, products
and promotional materials do not or will not violate the intellectual property
rights of others, that they would be upheld if challenged or that we would, in
such an event, not be prevented from using our trademarks and other intellectual
property. Such claims, if proved, could materially and adversely affect our
business. In addition, although any such claims may ultimately prove to be
without merit, the necessary management attention to and legal costs associated
with litigation could materially and adversely affect our business. We have in
the past sued and been sued by third parties in connection with certain matters
regarding our trademarks, none of which has materially impaired our ability to
utilize our trademarks.
The laws of certain foreign countries do not protect intellectual property
rights to the same extent or in the same manner as do the laws of the United
States. Although we continue to implement protective measures and intend to
defend our intellectual property rights vigorously, we cannot assure that these
efforts will be successful or that the costs associated with protecting our
rights in certain jurisdictions will not be extensive.
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From time to time, we discover products in the marketplace that are
counterfeit reproductions of our products or that otherwise infringe upon
intellectual property rights held by us. We cannot assure that actions taken by
us to establish and protect our intellectual property rights will be adequate to
prevent imitation of our products by others or to prevent others from seeking to
block sales of our products as violating intellectual property rights. If we are
unsuccessful in challenging a third party's rights, continued sales of such
product by that or any other third party could adversely impact the VANS
trademark, result in the shift of consumer preferences away from us, and
generally have a material adverse effect on our business.
NATURE OF ENDORSEMENT CONTRACTS
A key element of our marketing strategy has been to obtain endorsements from
prominent enthusiast sports athletes. These contracts typically have fixed
terms, and we cannot assure that they will be renewed or that endorsers signed
by us will continue to be effective promoters of our products. If we were unable
in the future to secure suitable athletes to endorse our products on terms we
deemed reasonable, we would probably have to modify our marketing plans and rely
more heavily on other forms of advertising and promotion, which might not be as
effective.
PRODUCT LIABILITY
Our snowboard boots, and the recently acquired Switch System, are often used
in relatively high-risk recreational settings. Consequently, we are exposed to
the risk of product liability claims in the event that a user of such boots is
injured. In many cases, users of our boots and the Switch System may engage in
imprudent or even reckless behavior while using such products, thereby
increasing the risk of injury. We maintain general liability insurance (which
includes product liability coverage) and excess liability insurance coverage in
an amount which we believe is sufficient. However, we cannot assure 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 us that exceed
available insurance coverage, or changes in our insurance policies, including
premium increases or the imposition of large deductible or co-insurance
requirements, could have a material adverse effect on our financial condition.
VOLATILITY OF STOCK PRICE
The market price of the Vans Common Stock has fluctuated substantially since
our initial public offering in August 1991. We cannot assure that the market
price of the Common Stock will not continue to fluctuate significantly. Such
events as future announcements concerning us or our competitors, quarterly
variations in operating results, the introduction of new products or changes in
product pricing policies by us or our competitors, weather patterns that may be
perceived to affect the demand for the our products, changes in earnings
estimates by analysts or changes in accounting policies, could cause the market
price of the Vans 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 Vans Common Stock.
ACQUISITION-RELATED RISKS
From time to time, we evaluate and consider the acquisition of businesses.
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 we have no
or limited direct prior experience, and the potential loss of key employees of
the acquired company. Moreover, we cannot assure that the anticipated benefits
of an acquisition will be realized. Future acquisitions by us 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 our business.
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YEAR 2000 COMPLIANCE
As with many companies, we are dependent upon complex computer systems for
many phases of our operations, including production, sales, distribution and
delivery. Many existing computer programs use only two digits to identify a year
in the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not corrected,
many computer applications could fail or create erroneous results by or at the
Year 2000 (that is, read the year 2000 as "1900") (the "Year 2000 Issue"). We
have commenced a program intended to timely identify, mitigate and/or prevent
the adverse effects of the Year 2000 Issue, and to pursue compliance by our
suppliers, creditors and financial service organizations. It is not possible, at
present, to quantify the overall cost of this work, or the financial effect of
the Year 2000 Issue on us if it is not timely resolved. Although we presently
believe that the cost of addressing the Year 2000 Issue will not have a material
effect on our current financial position, we cannot presently assure this.
USE OF PROCEEDS
We will not receive any of the proceeds from the reoffer and resale of
the Shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth, as of October 22, 1998, certain
information regarding the shareholdings of the Selling Stockholders. To our
knowledge the Selling Stockholders did not beneficially own any other shares of
Common Stock as of the date of this Prospectus. Except as disclosed in the
footnotes to the following table, no Selling Stockholder has held any position,
office or had any other material relationship with the Company, its predecessors
or affiliates for the past three years.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF NUMBER OF SHARES OF PERCENTAGE OF
BENEFICIALLY OWNED SHARES TO BE CLASS BENEFICIALLY CLASS TO BE
PRIOR TO OFFERED FOR OWNED AFTER OWNED AFTER
SELLING STOCKHOLDER THE OFFERING RESALE OFFERING OFFERING
------------------- ------------------ ------------ ------------------- --------------
<S> <C> <C> <C> <C>
1. Max Madhouse GmbH 50,000 50,000 0 *
2. Claude Weyl 72,000 72,000 0 *
3. Bernard Weyl 8,000 8,000 0 *
4. Compagnie Sunspot 25,000 25,000 0 *
5. Dan C. Swander 262 262 0 *
6. Robert S. Taylor 630 630 0 *
7. Reinhold Thalmayer Profit 367 367 0 *
Sharing Plan
8. Geoff Tickner 105 105 0 *
9. Ross J. Valone 2,102 2,102 0 *
10. Jeffrey A. Warmouth 315 315 0 *
11. Stephen Zales 315 315 0 *
12. Michael Seversen 315 315 0 *
13. SPC Executive Advisors Fund 1,066 1,066 0 *
LLC
14. SPC GP Fund LLC 1,086 1,086 0 *
15. SPC-Switch, L.P. 17,964 17,964 0 *
16. Jon Staenberg 315 315 0 *
17. David M. Sterry 262 262 0 *
18. Cynthia A. Stroum 1,261 1,261 0 *
19. Swander Pace Capital Fund, 62,816 62,816 0 *
L.P.
20. Neal Rayner 472 472 0 *
21. Gordon Rausser 1,051 1,051 0 *
22. Stephen I. Robertson 1,260 1,260 0 *
23. Larissa Sand 3,021 3,021 0 *
24. Gary H. Schoenfeld (1) 201,297 315 200,982 1.5%
25. Jeffrey Schoenfeld 3,915 3,915 0 *
26. PM Schonenberg 105 105 0 *
27. Tim O'Keefe 525 525 0 *
</TABLE>
8
<PAGE> 11
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF NUMBER OF SHARES OF PERCENTAGE OF
BENEFICIALLY OWNED SHARES TO BE CLASS BENEFICIALLY CLASS TO BE
PRIOR TO OFFERED FOR OWNED AFTER OWNED AFTER
SELLING STOCKHOLDER THE OFFERING RESALE OFFERING OFFERING
------------------- ------------------ ------------ ------------------- --------------
<S> <C> <C> <C> <C>
28. John Otterlei 1,526 1,526 0 *
29. Lea A. Ottinger 420 420 0 *
30. Brad Ottomeyer 525 525 0 *
31. William B. Pace 1,051 1,051 0 *
32. Craig Pilgrim 630 630 0 *
33. Pruzan Building Company 630 630 0 *
34. Gordon Raine 315 315 0 *
35. George Lobisser 315 315 0 *
36. Stephen B. Loeb 315 315 0 *
37. Kenneth Lombardi 630 630 0 *
38. Kevin McCue and Debra McCue 210 210 0 *
39. Medlen & Carroll 421 421 0 *
40. David L. Midgley 525 525 0 *
41. Peter L. Moulds 1,892 1,892 0 *
42. Thomas B. Nelson 3,153 3,153 0 *
43. George Hubman 1,261 1,261 0 *
44. Katzoff & Riggis P/S/P V/A/D 630 630 0 *
12/31/94
45. John B. Kleinheinz 572 572 0 *
46. Krause Family Trust 367 367 0 *
47. Deena B. Kurz 367 367 0 *
48. Lamington Capital, LLC 2,102 2,102 0 *
49. Daniel B. Levine 630 630 0 *
50. Gary A. Ferguson 1,144 1,144 0 *
51. Thomas Guerrero 210 210 0 *
52. J.B. Handley 105 105 0 *
53. Shawn Hecht 420 420 0 *
54. Ian D. Highet 525 525 0
55. Hillside Associates 630 630 0 *
56. Peter A. Hsia 262 262 0 *
57. Todd L. Hooper 262 262 0 *
58. Sharon L. Anderson 367 367 0 *
59. David Baker 630 630 0 *
60. Carl G. Behnke 630 630 0 *
61. Nicholas F. Brady 1,051 1,051 0 *
62. Timothy R. Curry 210 210 0 *
63. David Denton 630 630 0 *
64. James S. Dunseath 381 381 0 *
65. Ron Elgin 315 315 0 *
66. Gaines D. Adams Rev. Trust 630 630 0 *
DTD 11/31/91
67. Gregory D. Adams 525 525 0 *
68. Victor D. Alhadeff 1,261 1,261 0 *
69. Andrew Altshute 315 315 0 *
70. Joel Altshute IRA Rollover 1,261 1,261 0 *
71. Amon Investments 630 630 0 *
72. Victor C. Anderson Family 2,828 2,828 0 *
Trust
----------
288,292
==========
</TABLE>
- ---------------------------
* Less than 1%
(1) Mr. Schoenfeld is President and Chief Executive Officer of Vans.
Max Madhouse GmbH, Compagnie Sunspot, and Claude and Bernard Weyl (the
"Weyls") received their Shares as partial payment for the termination of certain
Distributor Agreements with VFEL. The remaining Selling Stockholders
(representing 133,292 Shares) are former shareholders of Switch Manufacturing, a
California corporation, and received their Shares in connection with our
acquisition of Switch in July 1998. As part of those transactions, we agreed to
register all of the Selling Stockholders' Shares under the Securities Act.
In addition, we agreed to pay the former shareholders of Switch listed
above cash equal to the amount by which Vans' Common Stock is below $15.00 per
share on July 20,1999. We also agreed to the same cash payment for the 80,000
shares owned by the Weyls, except that the target price is $17.00 and the target
date is December 31, 1998.
9
<PAGE> 12
We may, from time to time, supplement or amend this Prospectus, as
required, to provide other information with respect to the Selling Stockholders.
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 Vans.
Mr. Gosselin owns options to acquire 41,330 shares of Vans Common Stock.
PLAN OF DISTRIBUTION
Neither us nor the Selling Stockholders have employed an underwriter
for the sales of Shares by the Selling Stockholders. We will bear all expenses
in connection with the preparation of this Prospectus, other then the expense of
counsel for the Selling Stockholders. The Selling Stockholders will bear all the
costs of their own counsel and all expenses associated with their sale of the
Shares.
The Shares may be offered for the account of the Selling Stockholders
from time to time in the over-the counter market or in negotiated transactions
at fixed prices which may be changed or at privately negotiated prices. The
Selling Stockholders may sell Shares to or through broker-dealers, and all such
broker-dealers may receive compensation in the form of discounts, concessions,
or commissions from the Selling Stockholders or from the purchasers of Shares
for whom such broker-dealers may act as agent.
Any broker-dealer acquiring Shares from the Selling Stockholders may
sell the Shares either directly, in its normal market-making activities, through
or to other brokers on a principal or agency basis or to its customers. Any such
sales may be at prices then prevailing in the over-the-counter market or at
prices related to such prevailing market prices or at negotiated prices to its
customers or a combination of such methods.
At the time a particular offer of Shares is made, to the extent
required, a supplement to this Prospectus will be distributed which will
identify and set forth the aggregate number of Shares being offered and the
terms of the offering, including the name or names of any underwriters, dealers
or agents, the purchase price paid by any underwriter for Shares purchased from
the Selling Stockholders, any discounts, commissions and other items
constituting compensation from the Selling Stockholders and/or us and any
discounts, commissions or concessions to the public. A Prospectus Supplement
and, if necessary, a post-effective amendment to the Registration Statement,
will be filed by us with the SEC to reflect the disclosure of additional
information with respect to the distribution of the Shares.
EXPERTS
Our consolidated financial statements and related financial statement
schedule as of May 31, 1998 and 1997, and for each of the years in the
three-year period ended May 31, 1998, are incorporated by reference in this
document and in the Registration Statement in reliance upon the reports of KPMG
Peat Marwick LLP, independent certified public accountants, and upon the
authority of that firm as experts in accounting and auditing.
----------------------------------------
10
<PAGE> 13
==================================================================
TABLE OF CONTENTS
PAGE
----
Where You Can Find More Information.......................... 2
Incorporation of Certain Documents by
Reference.............................................. 2
Description of Vans.......................................... 3
Risk Factors................................................. 3
Use of Proceeds.............................................. 8
Selling Stockholders......................................... 8
Legal Matters................................................ 10
Plan of Distribution......................................... 10
Experts...................................................... 10
===================================================================
VANS, INC.
288,292 Shares of
Common Stock
---------------
PROSPECTUS
---------------
October __, 1998
<PAGE> 14
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following expenses incurred in connection with the distribution of
the securities being registered, will be paid by the Registrant:
<TABLE>
<S> <C>
SEC Registration Fee.................................................$ 691.90
Accounting Fees and Expenses*........................................$5,000.00
Legal Counsel for Selling Stockholders*..............................$2,500.00
Miscellaneous Expenses...............................................$ 308.10
---------
Total................................................................$8,500.00
=========
</TABLE>
* Estimated
ITEM 15. 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.
II-1
<PAGE> 15
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
3.1 Restated Certificate of Incorporation of the
Registrant, dated August 30, 1991, filed as an
exhibit to the Registrant's Annual Report on Form
10-K for the year ended May 31, 1992, and
incorporated herein by this reference.
3.1.1 Certificate of Retirement of Class A and Class B
Preferred Stock of the Registrant, dated August 29,
1991, filed as an exhibit to the Registrant's Annual
Report on Form 10-K for the year ended May 31, 1992,
and incorporated herein by this reference.
3.2 Restated By-laws of the Registrant, filed as an
exhibit to the Registrant's Annual Report on Form
10-K for the year ended May 31, 1992, and
incorporated herein by this reference.
3.2.1 Amendment No. 1 of Restated By-laws of the
Registrant, filed as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended May 31,
1993, and incorporated herein by this reference.
3.2.2 Amendment No. 2 of Restated By-laws of the
Registrant, filed as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended May 31,
1993, and incorporated herein by this reference.
3.3 Certificate of Designation of Preferences and Rights
of Series A Junior Participating Preferred Stock of
the Registrant, filed as exhibit to the Registrant's
Form 8-K dated February 15, 1994, and incorporated
herein by this reference.
4.1 Reference is made to Exhibits 3.1 and 3.2
4.2 Specimen Stock Certificate, filed as exhibit to the
Registrant's Form 8-K, dated February 15, 1994, and
incorporated herein by this reference.
4.3 Rights Agreement, dated as of February 22, 1994, by
and between the Registrant and Chemical Trust Company
of California, as Rights Agent, filed as an exhibit
to the Registrant's Form 8-A Registration Statement
(SEC File No. 0-19402), and incorporated herein by
this reference.
4.3.1 Amendment No. 1 to Rights Agreement, dated as of
December 18, 1996, by and between the Registrant and
ChaseMellon Shareholder Services, successor to
Chemical Trust Company of California as Rights Agent,
filed as an exhibit to the Registrant's Form 8-K,
dated December 17, 1996, and incorporated herein by
this reference.
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
24.1 Powers of Attorney (included on the signature page).
</TABLE>
II-2
<PAGE> 16
ITEM 17. 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and had duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orange, State of California, on October 22, 1998.
VANS, INC.
---------------------------
(Registrant)
By:/s/ GARY H. SCHOENFELD
------------------------
Gary H. Schoenfeld
President and
Chief Executive Officer
II-3
<PAGE> 17
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/S/ WALTER E. SCHOENFELD Chairman of the Board October 22, 1998
- ---------------------------- and Director
Walter E. Schoenfeld
/S/ GARY H. SCHOENFELD President, Chief Executive October 22, 1998
- ---------------------------- Officer and Director
Gary H. Schoenfeld (Principal Executive Officer)
/S/ KYLE B. WESCOAT Vice President and Chief October 22, 1998
- ---------------------------- Financial Officer (Principal
Kyle B. Wescoat Financial and Accounting Officer)
/S/ GEORGE E. McCOWN Director October 22, 1998
- ----------------------------
George E. McCown
/S/ PHILIP H. SCHAFF, JR. Director October 22, 1998
- ----------------------------
Philip H. Schaff, Jr.
/S/ WILBUR J. FIX Director October 22, 1998
- ----------------------------
Wilbur J. Fix
/S/ JAMES R. SULAT Director October 22, 1998
- ----------------------------
James R. Sulat
/S/ KATHLEEN M. GARDARIAN Director October 22, 1998
- -------------------------
Kathleen M. Gardarian
/S/ LISA M. DOUGLAS Director October 22, 1998
- ----------------------------
Lisa M. Douglas
/S/ GERALD GRINSTEIN Director October 22, 1998
- ----------------------------
Gerald Grinstein
/S/ CHARLES G. ARMSTRONG Director October 22, 1998
- ----------------------------
Charles G. Armstrong
/S/ LEONARD R. WILKENS Director October 22, 1998
- ----------------------------
Leonard R. Wilkens
</TABLE>
II-4
<PAGE> 18
<TABLE>
EXHIBIT INDEX
<S> <C>
3.1 Restated Certificate of Incorporation of the Registrant, dated
August 30, 1991, filed as an exhibit to the Registrant's Annual Report
on Form 10-K for the year ended May 31, 1992, and incorporated herein
by this reference.
3.1.1 Certificate of Retirement of Class A and Class B Preferred Stock of the
Registrant, dated August 29, 1991, filed as an exhibit to the
Registrant's Annual Report on Form 10-K for the year ended May 31,
1992, and incorporated herein by this reference.
3.2 Restated By-laws of the Registrant, filed as an exhibit to the
Registrant's Annual Report on Form 10-K for the year ended May 31,
1992, and incorporated herein by this reference.
3.2.1 Amendment No. 1 of Restated By-laws of the Registrant, filed as an
exhibit to the Registrant's Annual Report on Form 10-K for the year
ended May 31, 1993, and incorporated herein by this reference.
3.2.2 Amendment No. 2 of Restated By-laws of the Registrant, filed as an
exhibit to the Registrant's Annual Report on Form 10-K for the year
ended May 31, 1993, and incorporated herein by this reference.
3.3 Certificate of Designation of Preferences and Rights of Series A Junior
Participating Preferred Stock of the Registrant, filed as exhibit to
the Registrant's Form 8-K dated February 15, 1994, and incorporated
herein by this reference.
4.1 Reference is made to Exhibits 3.1 and 3.2
4.2 Specimen Stock Certificate, filed as exhibit to the Registrant's
Form 8-K, dated February 15, 1994, and incorporated herein by
this reference.
4.3 Rights Agreement, dated as of February 22, 1994, by and between the
Registrant and Chemical Trust Company of California, as Rights Agent,
filed as an exhibit to the Registrant's Form 8-A Registration Statement
(SEC File No. 0-19402), and incorporated herein by this reference.
4.3.1 Amendment No. 1 to Rights Agreement, dated as of December 18, 1996, by
and between the Registrant and ChaseMellon Shareholder Services,
successor to Chemical Trust Company of California as Rights Agent,
filed as an exhibit to the Registrant's Form 8-K, dated December 17,
1996, and incorporated herein by this reference.
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
24.1 Powers of Attorney (included on the signature page).
</TABLE>
E-1
<PAGE> 1
Exhibit 5
CRAIG E. GOSSELIN
Attorney-at-Law
15700 Shoemaker Avenue
Santa Fe Springs, CA 90670
October 22, 1998
Vans, Inc.
15700 Shoemaker Avenue
Santa Fe Springs, CA 90670
Re: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
I have acted as counsel to Vans, Inc., a Delaware corporation (the
"Company"), with respect to the registration statement on Form S-3 (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, 288,292 shares of Common Stock, par value $.001 per share ("Common
Shares"), of the Company issued to certain individuals and entities.
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, and
such other documents and records as I have deemed necessary and appropriate, I
am of the opinion that the Common Shares are validly issued, fully paid and
nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very Truly Yours,
Craig E. Gosselin
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Vans, Inc.:
We consent to the use of our reports incorporated by reference herein and to the
reference to our firm under the heading "Experts" in the Prospectus.
KPMG PEAT MARWICK LLP
Orange County, California
October 22, 1998
