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Electronically transmitted to the Securities
and Exchange Commission on July 30, 1999
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
incorporation or organization) Identification No.)
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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Common Stock, $.001 par value
("Common Stock") issued to certain
Selling Stockholders 236,066 shares (1) $11.44 $2,700,595 $810.18
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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 closing sales price of the Common Stock,
as reported on the Nasdaq Stock Market on July 28, 1999.
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.
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 of Certain Documents by Reference...... Incorporation
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 AUGUST __, 1999
================================================================================
VANS, INC.
236,066 Shares of Common Stock
$.001 par value per share
This Prospectus relates to 236,066 shares (the "Shares") of Vans Common
Stock, $.001 par value ("Common Stock"), which are being offered by certain
stockholders of Vans (the "Selling Stockholders"). The Selling Stockholders
received their Shares when Vans acquired High Cascade Snowboard Camp, Inc. and
Snozone Boarding & Video, Inc. in July 1999.
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. Those 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 those 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
those 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.
PLEASE 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 August __, 1999, the last sale price for the Common Stock, as
reported by Nasdaq, was
$_______.
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 August __, 1999.
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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 Reports on Form 10-Q for the periods ended August
29, 1998, November 28, 1998, and February 27, 1999. 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 are a leading lifestyle, retail and entertainment-based company which
focuses on 12 to 24 year-old customers through the sponsorship of sports such as
skateboarding, snowboarding, surfing, and wakeboarding, and through major
entertainment events and venues such as the VANS Triple Crown Series, the VANS
Warped Tour, the VANS World Amateur Skateboarding Championships, and VANS Skate
Parks. We operate 112 stores and design, market and distribute active-casual
footwear, clothing and accessories, performance footwear, snowboard boots,
Switch(TM) step-in snowboard bindings, and outerwear worldwide. Vans was
incorporated in Delaware in December 1987 and is the successor to Van Doren
Rubber Company, a California corporation formed in 1966. 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.
CORE SPORTS(TM)
A significant part of our strategy is focused on the promotion and
support of "Core Sports"(TM) which we define as alternative or enthusiast sports
such as skateboarding, snowboarding and surfing. Many Core Sports(TM) are
relatively new, are followed by significantly fewer fans than more traditional
sports, such as football, baseball and basketball, and receive significantly
less media exposure than those sports. Although participation in, and viewership
of, many Core Sports(TM) is growing at a high rate, we cannot assure that it
will continue to do so. If a material number of key Core Sports lose popularity
or fail to grow or attract media coverage at acceptable rates, we may have to
change our strategy with respect to those sports, and this could have a material
adverse effect on our business, financial condition and results of operations.
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 33-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
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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., K2 Industries, 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.
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
All of our shoes and snowboard boots are manufactured by independent
suppliers located in South Korea and the Peoples Republic of China. 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.
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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 material
increases in the cost of such products and might adversely affect our sales or
profitability.
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.
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.
DEPENDENCE ON KEY CUSTOMERS
During the last fiscal year, our net sales to our top 10 customers
accounted for approximately 21% of total net sales. Although we have long-term
relationships with many of our customers, they do not have any contractual
obligations to purchase our products. We cannot assure that we will be able to
retain our existing major customers. In addition, the retail industry, and
footwear retailers in particular, have periodically experienced consolidation,
contractions and closings and any future consolidation, contractions or closings
may result in loss of customers or uncollectability of accounts receivables of
any major customer in excess of amounts reserved for by us. For example, in late
1998, the Venator Group announced the closure of its Kinney and Footquarters
shoe stores and, in early 1999, Edison Brothers closed its Wild Pair shoe
stores.
ADDITIONAL CAPITAL REQUIREMENTS
We expect that anticipated cash flow from operations, available
borrowings under our new revolving line of credit and cash on hand will be
sufficient to provide us with the liquidity necessary to fund our anticipated
working capital and capital requirements through Fiscal 2000. However, in
connection with our growth strategy, we will incur significant working capital
requirements and capital expenditures. Our future capital requirements will
depend on many factors including the number of skate parks and VANS Triple
Crown(TM) stores we open, levels at which we maintain inventory, the market
acceptance of our products, the levels of promotion and advertising required to
promote our products, and the extent to which we invest in new product design
and improvements to our existing product design. To the extent that available
funds are insufficient to fund our future activities, we may need to raise
additional funds through public or private financing. We cannot assure that
additional financing will be available or that it can be obtained on terms
favorable to us. Failure to obtain such financing could delay or prevent our
planned expansion, which could adversely affect our business, financial
condition and results of operations. In addition, if additional capital is
raised through the sale of additional equity or convertible securities, dilution
to our stockholders could occur.
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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 on 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.
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.
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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, Argentina and Uruguay through subsidiaries
co-owned with a third party. Additionally, we recently restructured our
operations in Europe by eliminating certain distributor relationships and
replacing them with sales agent relationships. In connection with this strategy,
we have established 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. As a result, 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.
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 Core Sports(TM) 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.
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PRODUCT AND PERSONAL INJURY LIABILITY
Our snowboard boots, and the recently acquired Switch System, are often
used in relatively high-risk recreational settings. Additionally, participants
at our skate parks also engage in high-risk activities such as skateboarding,
in-line skating and BMX riding. Consequently, we are exposed to the risk of
product liability or personal injury claims in the event that a user of our
boots or a visitor to our parks is injured. In many cases, skate park
participants and users of our boots and the Switch System may engage in
imprudent or even reckless behavior, 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.
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.
8
<PAGE> 11
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 July 30, 1999, 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. 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 Shares of Percentage of
beneficially owned Number of Shares to be class beneficially class to be
Selling Stockholder prior to the offering offered for resale owned after offering owned after offering
------------------- --------------------- ---------------------- -------------------- --------------------
<S> <C> <C> <C> <C> <C>
1. John Calkins 118,033 118,033 0 *
2. John Ingersoll 118,033 118,003 0 *
</TABLE>
The Selling Stockholders are former shareholders of High Cascade
Snowboard Camp, Inc. and Snozone Boarding & Video, Inc. and received their
Shares in connection with our acquisition of those two companies in July 1999.
As part of those transactions, we agreed to register all of the Selling
Stockholders' Shares under the Securities Act.
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 58,784 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.
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
9
<PAGE> 12
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
LLP, independent certified public accountants, and upon the authority of that
firm as experts in accounting and auditing.
----------------------------------------
10
<PAGE> 13
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information........................ 2
Incorporation of Certain Documents by Reference............ 2
Description of Vans........................................ 2
Risk Factors............................................... 3
Use of Proceeds............................................ 9
Selling Stockholders....................................... 9
Legal Matters.............................................. 9
Plan of Distribution....................................... 9
Experts.................................................... 10
</TABLE>
VANS, INC.
236,066 Shares of
Common Stock
---------------
PROSPECTUS
----------------
August __, 1999
<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....................................................$ 810.18
Accounting Fees and Expenses*...........................................$5,000.00
Miscellaneous Expenses..................................................$ 189.82
---------
Total...................................................................$6,000.00
=========
</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
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 Amended and Restated Rights Agreement, dated as of May
18, 1999, by and between the Registrant and ChaseMellon
Shareholder Services, LLC, as Rights Agent, filed as an
exhibit to the Registrant's Form 8-A/A Registration
Statement (SEC File No. 0-19402), 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 LLP
24.1 Powers of Attorney (included on the signature page).
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
II-2
<PAGE> 16
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 Santa Fe Springs, State of California, on July 30,
1999.
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 July 30, 1999
- ------------------------------- and Director
Walter E. Schoenfeld
/s/ Gary H. Schoenfeld President, Chief Executive July 30, 1999
- ------------------------------- Officer and Director
Gary H. Schoenfeld (Principal Executive Officer)
/s/ Kyle B. Wescoat Vice President and Chief July 30, 1999
- ------------------------------- Financial Officer (Principal
Kyle B. Wescoat Financial and Accounting Officer)
/s/ George E. McCown Director July 30, 1999
- -------------------------------
George E. McCown
/s/ Philip H. Schaff, Jr. Director July 30, 1999
- -------------------------------
Philip H. Schaff, Jr.
/s/ Wilbur J. Fix Director July 30, 1999
- -------------------------------
Wilbur J. Fix
/s/ James R. Sulat Director July 30, 1999
- -------------------------------
James R. Sulat
/s/ Kathleen M. Gardarian Director July 30, 1999
- -------------------------------
Kathleen M. Gardarian
/s/ Lisa M. Douglas Director July 30, 1999
- -------------------------------
Lisa M. Douglas
/s/ Gerald Grinstein Director July 30, 1999
- -------------------------------
Gerald Grinstein
/s/ Charles G. Armstrong Director July 30, 1999
- -------------------------------
Charles G. Armstrong
/s/ Leonard R. Wilkens Director July 30, 1999
- -------------------------------
Leonard R. Wilkens
</TABLE>
II-4
<PAGE> 18
EXHIBIT INDEX
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 Amended and Restated Rights Agreement, dated as of May 18, 1999, by and
between the Registrant and ChaseMellon Shareholder Services, LLC, as
Rights Agent, filed as an exhibit to the Registrant's Form 8-A/A
Registration Statement (SEC File No. 0-19402), 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 LLP
24.1 Powers of Attorney (included on the signature page).
E-1
<PAGE> 1
Exhibit 5
CRAIG E. GOSSELIN
Attorney-at-Law
15700 Shoemaker Avenue
Santa Fe Springs, CA 90670
July 30, 1999
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, 236,066 shares of Common Stock, par value $.001 per share ("Common
Shares"), of the Company issued to certain individuals.
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
E-2
<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 LLP
Orange County, California
July 30, 1999
E-3
