<PAGE>
As filed with the Securities and Exchange Commission on May 23, 1996
Registration No. 33-51392
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________________
THE FINISH LINE, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 35-1537210
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3308 N. Mitthoeffer Road
Indianapolis, Indiana 46236
(317)899-1022
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_____________________________
THE FINISH LINE, INC.
1992 STOCK INCENTIVE PLAN
(Full title of the Plan)
_____________________________
MR. ALAN H. COHEN
President
The Finish Line, Inc.
3308 N. Mitthoefer Road
Indianapolis, Indiana 46236
(317) 899-1022
(Telephone number, including area code, of agent for service)
===========================================================================
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EXPLANATORY NOTE
The purpose of this Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 33-51392 (as amended by this Post-Effective Amendment
No. 1, the "Registration Statement" ) is to include the consent of Ernst & Young
LLP ("EY"), the independent auditors of The Finish Line, Inc. (the "Company"),
to the incorporation by reference in the Registration Statement of (i) the
report of EY dated March 26, 1996, with respect to the financial statements
included in the 1996 Annual Report to Stockholders of the Company and
incorporated by reference into its Annual Report on Form 10-K for the fiscal
year ended February 29, 1996 (the "Form 10-K") and (ii) the report of EY dated
May 2, 1996 with respect to the financial statement schedule included in the
Form 10-K.
Item 8. Exhibits.
---------
23.1 Consent of Ernst & Young LLP
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 1 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Indianapolis,
State of Indiana, on the 22nd day of May, 1996.
THE FINISH LINE, INC.
By */s/ ALAN H. COHEN
--------------------
Alan H. Cohen,
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement on Form S-8 has been signed
below by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*/s/ ALAN H. COHEN Chairman of the Board, May 22, 1996
- ----------------------- President and Chief Executive
Alan H. Cohen Officer (Principal Executive
Officer)
*/s/ DAVID I. KLAPPER Executive Vice President and May 22, 1996
- ----------------------- Director
David I. Klapper
May 22, 1996
*/s/ DAVID M. FAGIN Executive Vice President,
- ----------------------- Secretary and Director
David M. Fagin
*/s/ LARRY J. SABLOSKY Executive Vice President and May 22, 1996
- ----------------------- Director
Larry J. Sablosky
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
/s/ STEVEN J. SCHNEIDER Vice President--Finance and Chief May 22, 1996
- ----------------------- Financial Officer (Principal
Steven J. Schneider Financial and Accounting Officer)
*/s/ JEFFREY H. SMULYAN Director May 22, 1996
- -----------------------
Jeffrey H. Smulyan
*/s/ JONATHAN K. LAYNE Director May 22, 1996
- -----------------------
Jonathan K. Layne
*By: /s/ STEVEN J. SCHNEIDER
-------------------------
Steven J. Schneider
Attorney-in-Fact
</TABLE>
4
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Consent of Independent Auditors
We consent to the incorporation by reference in Post-effective Amendment No. 1
to the Registration Statement (Form S-8 No. 33-51392) pertaining to The Finish
Line, Inc. 1992 Employee Stock Incentive Plan of our report dated March 26,
1996, with respect to the financial statements included in the 1996 Annual
Report to Stockholders of The Finish Line, Inc. and incorporated by reference
into its Annual Report (Form 10-K), and our report dated May 2, 1996 with
respect to the financial statement schedule included in the Annual Report (Form
10-K) of The Finish Line, Inc.
/s/ Ernst & Young LLP
Fort Wayne, Indiana
May 16, 1996
EXHIBIT 23.1
