As filed with the Securities and Exchange Commission on March 6, 1997
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
-------------------------
Bell Sports Corp.
(Exact name of Registrant as specified in its charter)
-------------------------
Delaware 36-3671789
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
15170 North Hayden Rd., Suite 1 85260
Scottsdale, Arizona (Zip Code)
(Address of Principle Executive
Offices)
Restated and Amended Bell Sports Corp. 1993 Outside Directors Stock Option Plan
(Full Title of the Plan)
Howard A. Kosick Copies to:
Executive Vice President, Chief Financial Officer, Larry A. Barden, Esq.
Secretary and Treasurer Sidley & Austin
Bell Sports Corp. One First National Plaza
15170 North Hayden Rd., Suite 1 Chicago, Illinois 60603
Scottsdale, Arizona 85260
(212) 281-1200
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share Price
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 70,000 shares $5.0625 (1) $354,375(1) $107.39
$.01 par value
- ------------------------------------------------------------------------------------------------------------------------------
Preferred Stock 70,000 rights (2) (2) (2)
Purchase Rights
==============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act of 1933, as amended, pursuant to
Rule 457(c) thereunder, based on $5.0625, the average of the high and low prices
of the Common Stock on March 3, 1997, as reported in the consolidated reporting
system.
(2) The Preferred Stock Purchase Rights initially are attached to and trade with
the shares of Common Stock being registered hereby. Value attributable to such
Rights, if any, is reflected in the market price of the Common Stock.
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents heretofore filed (file number 0-19873)
with the Securities and Exchange Commission (the "Commission") by Bell Sports
Corp. (the "Company") are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the year
ended June 29, 1996;
(b) the Company's Quarterly Reports on Form 10-Q for the
quarters ended September 28 and December 28, 1996;
(c) the description of the common stock, $.01 par value, of
the Company (the "Common Stock") contained in the Registration Statement on Form
8-A filed by the Company with the Commission, including any amendments or
reports filed for the purpose of updating such description; and
(d) the description of the Preferred Stock Purchase Rights of
the Company (the "Rights") contained in the Registration Statements on Form 8-A
and Form 8-A/A filed by the Company with the Commission, including any
amendments or reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
are deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
II-1
<PAGE>
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Reference is made to Section 145 ("Section 145") of the
General Corporation Law of the State of Delaware (the "Delaware GCL") which
provides for indemnification of directors and officers in certain circumstances.
The Company's Restated Certificate of Incorporation (the
"Restated Certificate of Incorporation") provides that a director, officer,
employee, representative or agent of the Company will not be personally liable
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, officer, employee, representative or agent of the Company
except for liability (i) for any breach of such person's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware GCL (unlawful payment of dividends) or (iv) for any
transaction from which such person derived an improper personal benefit. It
further provides that if the Delaware GCL is amended to authorize corporate
action further eliminating or limiting the personal liability of directors,
officers, employees, representatives or agents, then the liability of such
persons will be eliminated or limited to the fullest extent permitted by the
Delaware GCL as so amended.
The Restated Certificate of Incorporation provides
indemnification for directors, officers, employees, representatives and agents
to the full extent permitted by the Delaware GCL, except that the Company is not
obligated to indemnify any such person with respect to proceedings initiated or
brought voluntarily by any such person. It also provides for the advancement to
indemnified persons of litigation expenses.
The Restated Certificate of Incorporation states that the
indemnification previously described is not deemed exclusive and it permits the
Company to insure its directors, officers, employees, representatives and agents
against certain liabilities without regard to whether they may be indemnified
under Delaware law.
Pursuant to Section 145 and the Restated Certificate of
Incorporation, the Company maintains directors' and officers' liability
insurance coverage which insures the Company, its
II-2
<PAGE>
subsidiaries and the elected officers and directors of the Company and its
subsidiaries, against damages, judgments, settlements and costs incurred by
reason of certain acts committed by such persons in their capacities as officers
and directors.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 Restated Certificate of Incorporation of the Company, as
amended by the Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company and as further
amended on June 27, 1995, filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-8, Registration No.
33-94296, is incorporated herein by reference.
4.2 Bylaws of the Company, filed as Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended December
28, 1996, are incorporated herein by reference.
4.3 Restated and Amended Bell Sports Corp. 1993 Outside Directors
Stock Option Plan, filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended December
28, 1996, is incorporated herein by reference.
4.4 Stockholders Rights Agreement (the "Rights Agreement") dated
as of September 22, 1994 between the Company and Harris Trust
and Savings Bank, as Rights Agent, filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A dated September
27, 1994, is incorporated herein by reference.
4.5 First Amendment dated February 15, 1995 to the Rights
Agreement, filed as Exhibit 4 to the Company's Current Report
on Form 8-K dated February 15, 1995, is incorporated herein by
reference.
4.6 Indenture, dated as of November 15, 1993, between the Company
and Harris Trust and Savings Bank, as Trustee, relating to the
Company's 4 1/4% Convertible Subordinated Debentures due 2000,
filed as Exhibit 4(1) to the Company's Current Report on Form
8-K dated October 26, 1993, is incorporated herein by
reference.
4.7 U.S. $100,000,000 Multicurrency Credit Agreement dated as of
February 15, 1996 among the Company, the Guarantors Party
thereto, the Banks Party thereto and Harris Trust and Savings
Bank, as Agent, filed as Exhibit 10 to the Company's
II-3
<PAGE>
Current Report on Form 10-Q for the quarter ended March 30,
1996, is incorporated herein by reference.
4.8 First Amendment to Credit Agreement dated April 22, 1996
between the Company, the Guarantors party thereto, the Banks
party thereto and Harris Trust and Savings Bank, as Agent,
filed as Exhibit 10.14 to the Company's Annual Report on Form
10-K for the fiscal year ended June 29, 1996 (the "1996 10-
K"), is incorporated herein by reference.
4.9 Second Amendment to Credit Agreement dated August 9, 1996
between the Company, the Guarantors party thereto, the Banks
party thereto and Harris Trust and Savings Bank, as Agent,
filed as Exhibit 10.15 to the 1996 10-K, is incorporated
herein by reference.
*5 Opinion of Sidley & Austin as to the legality of the
securities being registered.
*23.1 Consent of Sidley & Austin (included in its opinion filed as
Exhibit 5).
*23.2 Consent of Price Waterhouse LLP.
*24 Powers of Attorney
- ---------------------
* Filed herewith.
Item 9. Undertakings
------------
(a) 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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration statement; and notwithstanding the foregoing,
II-4
<PAGE>
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the 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.
(b) The undersigned Registrant hereby undertakes that, for 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
II-5
<PAGE>
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 or paid 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, 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.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Scottsdale, State of Arizona, on this 5th day of
March, 1997.
BELL SPORTS CORP.
By: Terry G. Lee
----------------
Terry G. Lee
Chairman and Chief
Executive Officer
II-7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities indicated on this 5th day of March, 1997.
Name Capacity
Terry G. Lee Chairman and Chief
- --------------------- Executive Officer (principal
Terry G. Lee executive officer)
Howard A. Kosick Executive Vice President,
- --------------------- Chief Financial Officer,
Howard A. Kosick Secretary and Treasurer
(principal financial officer)
Linda K. Bounds Vice President, Finance
- --------------------- (principal accounting officer)
Linda K. Bounds
* Director
- ---------------------
Harry H. Manko
* Director
- ---------------------
Arnold L. Chavkin
* Director
- ---------------------
Michael R. Hannon
* Director
- ---------------------
Kenneth K. Harkness
* Director
- ---------------------
W. Leo Kiley III
* Director
- ---------------------
Phillip D. Matthews
* Director
- ---------------------
Frederick W. Winter
* Director
- ---------------------
Christopher B. Wright
*By Howard A. Kosick
------------------
Howard A. Kosick
Attorney-in-Fact
II-8
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
-------------------------------------------------------
Exhibit
Number Description of Exhibit
4.1 Restated Certificate of Incorporation of the Company, as
amended by the Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company and as further
amended on June 27, 1995, filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-8, Registration No.
33-94296, is incorporated herein by reference.
4.2 Bylaws of the Company, filed as Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended December
28, 1996, are incorporated herein by reference.
4.3 Restated and Amended Bell Sports Corp. 1993 Outside Directors
Stock Option Plan, filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended December
28, 1996, is incorporated herein by reference.
4.4 Stockholders Rights Agreement (the "Rights Agreement") dated
as of September 22, 1994 between the Company and Harris Trust
and Savings Bank, as Rights Agent, filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A dated September
27, 1994, is incorporated herein by reference.
4.5 First Amendment dated February 15, 1995 to the Rights
Agreement, filed as Exhibit 4 to the Company's Current Report
on Form 8-K dated February 15, 1995, is incorporated herein by
reference.
4.6 Indenture, dated as of November 15, 1993, between the Company
and Harris Trust and Savings Bank, as Trustee, relating to the
Company's 4 1/4% Convertible Subordinated Debentures due 2000,
filed as Exhibit 4(1) to the Company's Current Report on Form
8-K dated October 26, 1993, is incorporated herein by
reference.
4.7 U.S. $100,000,000 Multicurrency Credit Agreement dated as of
February 15, 1996 among the Company, the Guarantors Party
thereto, the Banks Party thereto and Harris Trust and Savings
Bank, as Agent, filed as Exhibit 10 to the Company's Current
Report on Form 10-Q for the quarter ended March 30, 1996, is
incorporated herein by reference.
4.8 First Amendment to Credit Agreement dated April 22, 1996
between the Company, the Guarantors party thereto, the Banks
party thereto and Harris Trust and Savings Bank, as Agent,
filed as Exhibit 10.14 to the Company's Annual Report on Form
10-K for the fiscal year ended June 29, 1996 (the "1996 10-
K"), is incorporated herein by reference.
<PAGE>
4.9 Second Amendment to Credit Agreement dated August 9, 1996
between the Company, the Guarantors party thereto, the Banks
party thereto and Harris Trust and Savings Bank, as Agent,
filed as Exhibit 10.15 to the 1996 10-K, is incorporated
herein by reference.
*5 Opinion of Sidley & Austin as to the legality of the
securities being registered.
*23.1 Consent of Sidley & Austin (included in its opinion filed as
Exhibit 5).
*23.2 Consent of Price Waterhouse LLP.
*24 Powers of Attorney
- ---------------------
* Filed herewith.
SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
ONE FIRST NATIONAL PLAZA
DALLAS CHICAGO, ILLINOIS 60603 WASHINGTON, D.C.
------ TELEPHONE 312 853 7000 ------
LOS ANGELES FACSIMILE 312 853 7036 LONDON
------ ------
NEW YORK FOUNDED 1866 SINGAPORE
------
TOKYO
WRITER'S DIRECT NUMBER
March 5, 1997
Bell Sports Corp.
15170 North Hayden Road
Suite 1
Scottsdale, Arizona 85260
Re: 70,000 Shares of Common Stock and
70,000 Preferred Stock Purchase Rights
--------------------------------------
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by Bell Sports Corp., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of an aggregate of 70,000 shares of Common Stock, $.01 par value,
of the Company (the "Registered Common Stock"), together with 70,000 Preferred
Stock Purchase Rights of the Company (the "Registered Rights") associated
therewith, to be issued under the Restated and Amended Bell Sports Corp. 1993
Outside Directors Stock Option Plan (the "Stock Option Plan"). The terms of the
Rights are set forth in the Stockholders Rights Agreement dated as of September
22, 1994, as amended by the First Amendment dated as of February 15, 1995
thereto (collectively, the "Rights Agreement"), between the Company and Harris
Trust and Savings Bank, as Rights Agent.
We are familiar with the proceedings to date with respect to
the proposed issuance of the Registered Common Stock and the Registered Rights
under the Stock Option Plan and have examined such records, documents and
questions of law, and satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under
the laws of the State of Delaware.
<PAGE>
SIDLEY & AUSTIN CHICAGO
Bell Sports Corp.
March 5, 1997
Page 2
2. Each share of the Registered Common Stock which is newly
issued pursuant to the Stock Option Plan will constitute a share of Common Stock
of the Company which has been duly authorized and validly issued and is fully
paid and non-assessable when (i) the Registration Statement shall have become
effective under the Securities Act; and (ii) a certificate representing such
share shall have been duly executed, countersigned and registered and duly
delivered upon payment of the agreed consideration therefor (not less than the
par value thereof) determined in accordance with the terms of the Stock Option
Plan.
3. The Registered Right associated with each share of
Registered Common Stock referred to in paragraph 2 will be legally issued when
(i) such Registered Right shall have been duly issued in accordance with the
terms of the Rights Agreement and (ii) such associated share shall have been
duly issued and paid for as set forth in paragraph 2.
This opinion is limited to the General Corporation Law of the
State of Delaware and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
Sidley & Austin
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 14, 1996 which appears on page
9 of the Bell Sports Corp. 1996 Annual Report to Stockholders, which is
incorporated by reference in Bell Sports Corp.'s Annual Report on Form 10-K for
the year ended June 29, 1996. We also consent to the incorporation by reference
of our report on the Financial Statement Schedules, which appears on page 18 of
such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Chicago, Illinois
February 28, 1997
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Bell Sports
Corp., a Delaware corporation (the "Corporation"), does hereby constitute and
appoint Howard A. Kosick his or her true and lawful attorney-in-fact and agent,
with full power and authority to execute in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the registration under the Securities Act of the offer and sale of
70,000 additional shares of the Corporation's Common Stock, par value $.01, and
the associated Preferred Stock Purchase Rights, issuable upon the exercise of
stock options granted under the Restated and Amended Bell Sports Corp. 1993
Outside Directors Stock Option Plan, and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to the time such
Registration Statement becomes effective, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorney-in-fact and agent, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorney-in-fact and
agent, or his substitute or substitutes, may do or cause to be done by virtue of
these presents.
Dated this 6th day of February, 1997.
/s/ Terry G. Lee
------------------------------------------
Terry G. Lee
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Bell Sports
Corp., a Delaware corporation (the "Corporation"), does hereby constitute and
appoint Terry G. Lee his or her true and lawful attorney-in-fact and agent, with
full power and authority to execute in the name and on behalf of the undersigned
as such Director and/or Officer, a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
registration under the Securities Act of the offer and sale of 70,000 additional
shares of the Corporation's Common Stock, par value $.01, and the associated
Preferred Stock Purchase Rights, issuable upon the exercise of stock options
granted under the Restated and Amended Bell Sports Corp. 1993 Outside Directors
Stock Option Plan, and to execute any and all amendments to such Registration
Statement, whether filed prior or subsequent to the time such Registration
Statement becomes effective, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission. The undersigned hereby grants unto such attorney-in-fact and agent,
full power of substitution and revocation in the premises and hereby ratifies
and confirms all that such attorney-in-fact and agent, or his substitute or
substitutes, may do or cause to be done by virtue of these presents.
Dated this 6th day of February, 1997.
/s/ Howard A. Kosick
------------------------------------------
Howard A. Kosick
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Bell Sports
Corp., a Delaware corporation (the "Corporation"), does hereby constitute and
appoint Terry G. Lee or Howard A. Kosick his or her true and lawful
attorney-in-fact and agent, with full power and authority to execute in the name
and on behalf of the undersigned as such Director and/or Officer, a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the registration under the Securities Act of
the offer and sale of 70,000 additional shares of the Corporation's Common
Stock, par value $.01, and the associated Preferred Stock Purchase Rights,
issuable upon the exercise of stock options granted under the Restated and
Amended Bell Sports Corp. 1993 Outside Directors Stock Option Plan, and to
execute any and all amendments to such Registration Statement, whether filed
prior or subsequent to the time such Registration Statement becomes effective,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorney-in-fact and agent, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorney-in-fact and agent, or his substitute or substitutes, may do
or cause to be done by virtue of these presents.
Dated this 6th day of February, 1997.
/s/ Harry H. Manko
------------------------------------------
Harry H. Manko
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Bell Sports
Corp., a Delaware corporation (the "Corporation"), does hereby constitute and
appoint Terry G. Lee or Howard A. Kosick his or her true and lawful
attorney-in-fact and agent, with full power and authority to execute in the name
and on behalf of the undersigned as such Director and/or Officer, a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the registration under the Securities Act of
the offer and sale of 70,000 additional shares of the Corporation's Common
Stock, par value $.01, and the associated Preferred Stock Purchase Rights,
issuable upon the exercise of stock options granted under the Restated and
Amended Bell Sports Corp. 1993 Outside Directors Stock Option Plan, and to
execute any and all amendments to such Registration Statement, whether filed
prior or subsequent to the time such Registration Statement becomes effective,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorney-in-fact and agent, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorney-in-fact and agent, or his substitute or substitutes, may do
or cause to be done by virtue of these presents.
Dated this 6th day of February, 1997.
/s/ Arnold L. Chavkin
------------------------------------------
Arnold L. Chavkin
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Bell Sports
Corp., a Delaware corporation (the "Corporation"), does hereby constitute and
appoint Terry G. Lee or Howard A. Kosick his or her true and lawful
attorney-in-fact and agent, with full power and authority to execute in the name
and on behalf of the undersigned as such Director and/or Officer, a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the registration under the Securities Act of
the offer and sale of 70,000 additional shares of the Corporation's Common
Stock, par value $.01, and the associated Preferred Stock Purchase Rights,
issuable upon the exercise of stock options granted under the Restated and
Amended Bell Sports Corp. 1993 Outside Directors Stock Option Plan, and to
execute any and all amendments to such Registration Statement, whether filed
prior or subsequent to the time such Registration Statement becomes effective,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorney-in-fact and agent, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorney-in-fact and agent, or his substitute or substitutes, may do
or cause to be done by virtue of these presents.
Dated this 6th day of February, 1997.
/s/ Michael R. Hannon
------------------------------------------
Michael R. Hannon
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Bell Sports
Corp., a Delaware corporation (the "Corporation"), does hereby constitute and
appoint Terry G. Lee or Howard A. Kosick his or her true and lawful
attorney-in-fact and agent, with full power and authority to execute in the name
and on behalf of the undersigned as such Director and/or Officer, a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the registration under the Securities Act of
the offer and sale of 70,000 additional shares of the Corporation's Common
Stock, par value $.01, and the associated Preferred Stock Purchase Rights,
issuable upon the exercise of stock options granted under the Restated and
Amended Bell Sports Corp. 1993 Outside Directors Stock Option Plan, and to
execute any and all amendments to such Registration Statement, whether filed
prior or subsequent to the time such Registration Statement becomes effective,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorney-in-fact and agent, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorney-in-fact and agent, or his substitute or substitutes, may do
or cause to be done by virtue of these presents.
Dated this 6th day of February, 1997.
/s/ Kenneth K. Harkness
------------------------------------------
Kenneth K. Harkness
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Bell Sports
Corp., a Delaware corporation (the "Corporation"), does hereby constitute and
appoint Terry G. Lee or Howard A. Kosick his or her true and lawful
attorney-in-fact and agent, with full power and authority to execute in the name
and on behalf of the undersigned as such Director and/or Officer, a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the registration under the Securities Act of
the offer and sale of 70,000 additional shares of the Corporation's Common
Stock, par value $.01, and the associated Preferred Stock Purchase Rights,
issuable upon the exercise of stock options granted under the Restated and
Amended Bell Sports Corp. 1993 Outside Directors Stock Option Plan, and to
execute any and all amendments to such Registration Statement, whether filed
prior or subsequent to the time such Registration Statement becomes effective,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorney-in-fact and agent, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorney-in-fact and agent, or his substitute or substitutes, may do
or cause to be done by virtue of these presents.
Dated this 6th day of February, 1997.
/s/ W. Leo Kiley III
------------------------------------------
W. Leo Kiley III
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Bell Sports
Corp., a Delaware corporation (the "Corporation"), does hereby constitute and
appoint Terry G. Lee or Howard A. Kosick his or her true and lawful
attorney-in-fact and agent, with full power and authority to execute in the name
and on behalf of the undersigned as such Director and/or Officer, a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the registration under the Securities Act of
the offer and sale of 70,000 additional shares of the Corporation's Common
Stock, par value $.01, and the associated Preferred Stock Purchase Rights,
issuable upon the exercise of stock options granted under the Restated and
Amended Bell Sports Corp. 1993 Outside Directors Stock Option Plan, and to
execute any and all amendments to such Registration Statement, whether filed
prior or subsequent to the time such Registration Statement becomes effective,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorney-in-fact and agent, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorney-in-fact and agent, or his substitute or substitutes, may do
or cause to be done by virtue of these presents.
Dated this 6th day of February, 1997.
/s/ Phillip D. Matthews
------------------------------------------
Phillip D. Matthews
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Bell Sports
Corp., a Delaware corporation (the "Corporation"), does hereby constitute and
appoint Terry G. Lee or Howard A. Kosick his or her true and lawful
attorney-in-fact and agent, with full power and authority to execute in the name
and on behalf of the undersigned as such Director and/or Officer, a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the registration under the Securities Act of
the offer and sale of 70,000 additional shares of the Corporation's Common
Stock, par value $.01, and the associated Preferred Stock Purchase Rights,
issuable upon the exercise of stock options granted under the Restated and
Amended Bell Sports Corp. 1993 Outside Directors Stock Option Plan, and to
execute any and all amendments to such Registration Statement, whether filed
prior or subsequent to the time such Registration Statement becomes effective,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorney-in-fact and agent, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorney-in-fact and agent, or his substitute or substitutes, may do
or cause to be done by virtue of these presents.
Dated this 6th day of February, 1997.
/s/ Frederick W. Winter
------------------------------------------
Frederick W. Winter
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Bell Sports
Corp., a Delaware corporation (the "Corporation"), does hereby constitute and
appoint Terry G. Lee or Howard A. Kosick his or her true and lawful
attorney-in-fact and agent, with full power and authority to execute in the name
and on behalf of the undersigned as such Director and/or Officer, a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the registration under the Securities Act of
the offer and sale of 70,000 additional shares of the Corporation's Common
Stock, par value $.01, and the associated Preferred Stock Purchase Rights,
issuable upon the exercise of stock options granted under the Restated and
Amended Bell Sports Corp. 1993 Outside Directors Stock Option Plan, and to
execute any and all amendments to such Registration Statement, whether filed
prior or subsequent to the time such Registration Statement becomes effective,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorney-in-fact and agent, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorney-in-fact and agent, or his substitute or substitutes, may do
or cause to be done by virtue of these presents.
Dated this 6th day of February, 1997.
/s/ Christopher B. Wright
------------------------------------------
Christopher B. Wright
