<PAGE>
As filed with the Securities and Exchange Commission on August 21, 1998
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
THE FINISH LINE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 35-1537210
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
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 EMPLOYEE STOCK INCENTIVE PLAN,
AS AMENDED AND RESTATED
____________________________
Mr. Alan H. Cohen
President
The Finish Line, Inc.
3308 N. Mitthoeffer Road
Indianapolis, Indiana 46236
(317) 899-1022
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
____
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed
Proposed Maximum Maximum Amount of
Amount to be Offering Price Per Aggregate Offering Registration
Title of Each Class of Securities to be Registered Registered Security(2) Price(2) Fee(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value $0.01 per share 1,800,000(1) $10.3125 $18,562,500 $5,475.94
====================================================================================================================================
</TABLE>
(1) These shares of Class A Common Stock are reserved for issuance pursuant to
the 1992 Employee Stock Incentive Plan, as amended and restated, of The
Finish Line, Inc. Pursuant to Rule 416, there is also being registered
such number of additional shares which may become available for purchase
pursuant to the foregoing plan in the event of certain changes in
outstanding shares, including reorganizations, recapitalizations, stock
splits, stock dividends and reverse stock splits. This Registration
Statement does not include 1,700,000 shares available under the Plan for
which registration statements on Form S-8 (File Nos. 33-51392 and 33-95720)
were previously filed on August 27, 1992 and August 11, 1995 and for which
registration fees were previously paid.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Class A Common Stock of The Finish, Inc. as reported on the
NASDAQ National Market System on August 17, 1998.
<PAGE>
This Registration Statement is being filed for the purpose of
registering additional securities of the same class as other securities for
which registration statements on Form S-8 were filed with respect to The Finish
Line, Inc. 1992 Employee Stock Incentive Plan, as amended and restated.
Pursuant to General Instruction E of Form S-8, the Registration Statements on
Form S-8 (File Nos. 33-51392 and 33-95720) filed on August 27, 1992 and August
11, 1995, respectively, by the Registrant with the Securities and Exchange
Commission are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the thirteen week
period ended May 30, 1998;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the registrant document referred to in (a) above;
(d) The description of the Company's Class A Common Stock which is
contained in the Company's Registration Statement on Form S-3 filed with the
Commission on November 15, 1996 (File No. 333-16259), together with any
amendment or report filed with the Commission for the purpose of updating such
description;
(e) The Company's Registration Statement on Form S-8 (File No. 33-
51392) filed on August 27, 1992; and
(f) The Company's Registration Statement on Form S-8 (File No. 33-
95720) filed on August 11, 1995.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Copies of these documents will not
be filed with this Registration Statement. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that such statement is modified or superseded by a
subsequently filed document which also is or is deemed to be incorporated by
reference herein. Any such statement so modified or superseded shall not be
deemed to constitute a part of this Registration Statement except as so modified
or superseded.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Jonathan K. Layne, a partner in the Los Angeles office of Gibson, Dunn
& Crutcher LLP, counsel to the Company, has been a director of the Company since
June 1992, and beneficially owned 4,000 shares of the Company's Class A Common
Stock as of May 29, 1998, the record date for the Company's 1998 Annual Meeting
of Stockholders.
<PAGE>
ITEM 8. EXHIBITS.
4.1 The Finish, Inc. 1992 Employee Stock Incentive Plan, as amended
and restated on April 30, 1998.
4.2 Form of Incentive Stock Option Agreement under the 1992 Employee
Stock Incentive Plan (incorporated by reference to Exhibit 4.2
to the Company's Registration Statement on Form S-8
(Registration No. 33-51392)).
4.3 Form of Nonqualified Stock Option Agreement under the 1992
Employee Stock Incentive Plan (incorporated by reference to
Exhibit 4.3 to the Company's Registration Statement on Form S-8
(Registration No. 33-51392)).
4.4 Restated Certificate of Incorporation of the Company as amended
to date (incorporated by reference to Exhibit 3.1.1 to the
Company's Registration Statement on Form S-1 (Registration
No. 33-47247)).
4.5 Bylaws of the Company (incorporated by reference to the
Company's Registration Statement on Form S-1 (Registration No.
33-47247)).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit
5.1).
24.1 Power of Attorney (included on page 3 hereto).
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on this 21st day of
August, 1998.
THE FINISH LINE, INC.
By: /s/ Alan H. Cohen
__________________________________________
Alan H. Cohen
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Steven J.
Schneider and Alan H. Cohen, and each or any of them, his true and lawful
attorney-in-fact and agent, 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 amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents 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 said attorneys-in-fact and
agents or his substitute or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Alan H. Cohen
- -------------------------------------------------- Chairman of the Board, President and August 21, 1998
Alan H. Cohen Chief Executive Officer (Principal
Executive Officer)
/s/ David I. Klapper
- -------------------------------------------------- Executive Vice-President and Director August 21, 1998
David I. Klapper
/s/ David M. Fagin
- -------------------------------------------------- Executive Vice President and Director August 21, 1998
David M. Fagin
/s/ Larry J. Sablosky
- -------------------------------------------------- Executive Vice President and Director August 21, 1998
Larry J. Sablosky
/s/ Steven J. Schneider
- -------------------------------------------------- Senior Vice President--Finance and August 21, 1998
Steven J. Schneider Chief Financial Officer (Principal
Financial and Accounting Officer) and
Assistant Secretary
/s/ Jeffrey H. Smulyan
- -------------------------------------------------- Director August 21, 1998
Jeffrey H. Smulyan
/s/ Jonathan K. Layne
- -------------------------------------------------- Director August 21, 1998
Jonathan K. Layne
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
4.1 The Finish, Inc. 1992 Employee Stock Incentive Plan, as amended and restated on April 30, 1998.
4.2 Form of Incentive Stock Option Agreement under the 1992 Employee Stock Incentive Plan
(incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8
(Registration No. 33-51392)).
4.3 Form of Nonqualified Stock Option Agreement under the 1992 Employee Stock Incentive Plan
(incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8
(Registration No. 33-51392)).
4.4 Restated Certificate of Incorporation of the Company as amended to date (incorporated by
reference to Exhibit 3.1.1 to the Company's Registration Statement on Form S-1 (Registration
No. 33-47247)).
4.5 Bylaws of the Company (incorporated by reference to the Company's Registration Statement on
Form S-1 (Registration No. 33-47247)).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (included on page 3 hereof).
</TABLE>
<PAGE>
EXHIBIT 4.1
THE FINISH LINE, INC.
AMENDED AND RESTATED 1992
EMPLOYEE STOCK INCENTIVE PLAN
Section 1. Purpose of Plan
---------------
The purpose of this Amended and Restated 1992 Employee Stock Incentive Plan
(the "Plan") of The Finish Line, Inc., a Delaware corporation (the "Company"),
is to enable the Company and its subsidiaries to attract, retain and motivate
their employees by providing for or increasing the proprietary interests of such
employees in the Company.
Section 2. Persons Eligible Under Plan
---------------------------
Any person employed by the Company or any of its subsidiaries including any
director who is so employed (an "Employee"), shall be eligible to be considered
for the grant of Awards (as hereinafter defined) hereunder.
Section 3. Awards
------
(a) The Committee (as hereinafter defined and so long as it is comprised of
two or more Non-Employee Directors (as defined in Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended, or in any successor rule)), on
behalf of the Company, is authorized under this Plan to enter into any type of
arrangement with an Employee that is consistent with the provisions of the Plan
and that, by its terms involves or might involve the issuance of (i) shares of
Class A Common Stock, par value $.01 per share, of the Company ("Class A
Shares") or (ii) a Derivative Security (as such term is defined in Rule 16a-l
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as such Rule may be amended from time to time with an exercise or
conversion privilege at a price related to the Class A Shares or with a value
derived from the value of the Class A Shares. The entering into of any such
arrangement is referred to herein as the "grant" of an "Award."
(b) Awards are not restricted to any specified form or structure and may
include, without limitation, sales or bonuses of stock, restricted stock, stock
options, reload stock options, stock purchase warrants, other rights to acquire
stock, securities convertible into or redeemable for stock, stock appreciation
rights, limited stock appreciation rights, phantom stock, dividend equivalents,
performance units or performance shares, and an Award may consist of one such
security or benefit, or two or more or them in tandem or in the alternative.
(c) Class A Shares may be issued pursuant to an Award for any lawful
consideration as determined by the Committee, including, without limitation,
services rendered by the recipient of such Award.
(d) Subject to the provisions of this Plan, the Committee (so long as it is
comprised of two or more Non-Employee Directors) or the full Board of Directors
(so long as the Committee is not comprised of two or more Non-Employee
Directors), in its sole and absolute discretion, shall determine all of the
terms and conditions of each Award granted under this Plan, which terms and
conditions may include, among other things:
(i) a provision permitting the recipient of such Award, including any
recipient who is a director or officer of the Company, to pay the purchase
price of the Class A Shares or other property issuable pursuant to such
Award, or such recipient's tax withholding obligation with respect to such
issuance, in whole or in part, by any one or more of the following:
<PAGE>
(A) the delivery of previously owned Class A Shares of the
Company (including or other property,
(B) a reduction in the amount of Class A Shares or other property
otherwise issuable pursuant to such award, or
(C) the delivery of a promissory note, the terms and conditions
of which shall be determined by the Committee;
(ii) a provision conditioning or accelerating the receipt of benefits
pursuant to such Award, either automatically or in the discretion of the
Committee, upon the occurrence of specified events, including, without
limitation, a change of control of the Company, an acquisition of a
specified percentage of the voting power of the Company, the dissolution or
liquidation of the Company, a sale of substantially all of the property and
assets of the Company or an event of the type described in Section 7
hereof; or
(iii) a provision required in order for such Award to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code (an
"Incentive Stock Option")
(e) Notwithstanding any other provision of the Plan, no one Employee shall
be granted options or other Awards with respect to more than 100,000 Class A
Shares in any one calendar year; provided, however, that this limitation shall
not apply if it is not required in order for the compensation attributable to
Awards hereunder to qualify as performance-based compensation described in
Section 162(m) of the Internal Revenue Code ("Performance-Based Compensation").
The limitation set forth in this Section 3(e) shall be subject to adjustment as
provided in Section 7 hereof, but only to the extent such adjustment would not
affect the status of compensation attributable to Awards hereunder as
Performance-Based Compensation.
Section 4. Stock Subject to Plan
---------------------
(a) The aggregate number of Class A Shares that may be issued pursuant to
all Incentive Stock Options granted under the Plan shall not exceed 3,500,000,
subject to adjustment as provided in Section 7 hereof.
(b) At any time, the aggregate number of Class A Shares issued and issuable
pursuant to all Awards (including all Incentive Stock Options) granted under the
Plan shall not exceed 3,500,000, subject to adjustment as provided in Section 7
hereof.
(c) For purposes of Section 4(b) hereof, the aggregate number of Class A
Shares issued and issuable pursuant to Awards granted under this Plan shall at
any time be deemed to be equal to the maximum number of Class A Shares which are
or may be issuable at or after such time pursuant to Awards granted under this
Plan prior to such time.
Section 5. Duration of Plan
----------------
No Awards shall be granted under this Plan after March 27, 2002. Although
Class A Shares may be issued after March 27, 2002 pursuant to Awards granted
prior to such date, no Class A Shares shall be issued under this Plan after
March 27, 2012.
Section 6. Administration of Plan
----------------------
(a) This Plan shall be administered by a committee (the "Committee") of the
Board of Directors of the Company (the "Board") consisting of two or more
directors; provided, however, that in the event the Committee is not comprised
of two or more Non-Employee Directors, then the Committee shall only be
authorized and empowered to recommend to the Board all things necessary or
desirable in connection with the administration of this Plan, including, without
limitation, the things listed in this Section 6, and all recommendations of the
Committee relating to this Plan shall be subject to final approval by the Board.
2
<PAGE>
(b) Subject to the provisions of this Plan, the Committee (so long as it is
comprised of two or more Non-Employee Directors) or the Board (so long as the
Committee is not comprised of two or more Non-Employee Directors) shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:
(i) adopt, amend and rescind rules and regulations relating to this
Plan;
(ii) determine which persons meet the requirements of Section 2 hereof
for eligibility under this Plan and to which of such eligible persons, if
any, Awards shall be granted hereunder;
(iii) grant Awards to eligible persons and determine the terms and
conditions thereof, including the number of Class A Shares issuable
pursuant thereto;
(iv) determine whether, and the extent to which adjustments are
required pursuant to Section 7 hereof; and
(v) interpret and construe this Plan and the terms and conditions of
any Award granted hereunder.
Section 7. Adjustments
-----------
If the outstanding securities of the class then subject to this Plan are
increased, decreased or exchanged for or converted into cash, property or a
different number or kind or securities, or if cash, property or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly cash
dividend) or other distribution, stock split, reverse stock split or the like,
or if substantially all of the property and assets of the Company are sold,
then, unless the terms of such transaction shall provide otherwise, the
Committee (so long as it is comprised of two or more Non-Employee Directors) or
the Board (so long as the Committee is not comprised of two or more Non-Employee
Directors) shall make appropriate and proportionate adjustments in (a) the
number and type of shares or other securities or cash or other property that may
be acquired pursuant to Incentive Stock Options and other Awards theretofore
granted under this Plan, (b) the maximum number and type of shares or other
securities that may be issued pursuant to Incentive Stock Options and other
Awards thereafter granted under the Plan and (c) to the extent permitted under
Section 3(e) hereof, the maximum number of Class A Shares with respect to which
Awards may be granted to any Employee during any calendar year; provided,
however, that no adjustment shall be made to the number of Class A Shares that
may be acquired pursuant to outstanding Incentive Stock Options or the maximum
number of Class A Shares with respect to which Incentive Stock Options may be
granted under this Plan to the extent such adjustment would result in such
options being treated as other than Incentive Stock Options; provided further
that no such adjustment shall be made to the extent the Committee or the Board,
as the case may be, determines that such adjustment would result in the
disallowance of a federal income tax deduction for compensation attributable to
Awards hereunder by causing such compensation to be other than Performance-Based
Compensation.
Section 8. Amendment and Termination of Plan
---------------------------------
The Board may amend or terminate this Plan at any time and in any manner;
provided, however, that no such amendment or termination shall deprive the
recipient of an Award theretofore granted under this Plan, without the consent
of such recipient, of any of his or her rights or with respect thereto.
Section 9. Effective Date of Plan
----------------------
The 1992 Employee Stock Incentive Plan became effective on March 27, 1992.
The amendments to the 1992 Employee Stock Incentive Plan reflected in this
Amended and Restated 1992 Employee Stock Incentive Plan shall be effective as of
April 30, 1998, the date upon which it was approved by the Board; provided,
however, that no Class A Shares may be issued under this Amended and Restated
1992 Employee Stock Incentive Plan until it has been approved, directly or
indirectly, by (a) the affirmative votes of the holders of a majority of the
securities of the
3
<PAGE>
Company present, or represented, and entitled to vote at a meeting duly held in
accordance with the law's of the State of Delaware or (b) the written consent of
the holders of a majority of the securities of the Company entitled to vote.
4
<PAGE>
EXHIBIT 5.1
[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]
August 21, 1998
The Finish Line, Inc.
3308 N. Mitthoeffer Road
Indianapolis, Indiana 46236
Re: The Finish Line, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
As special counsel to The Finish Line, Inc., a Delaware corporation
("Finish Line"), we are familiar with the activities of Finish Line and its
corporate records. We have participated in the authorization and preparation of
The Finish Line, Inc. 1992 Employee Stock Incentive Plan, as amended and
restated (the "Plan") and the Registration Statement on Form S-8 (the
"Registration Statement") being filed by Finish Line under the Securities Act of
1933, as amended, for the purpose of registering 1,800,000 shares of Class A
common stock, par value $0.01 per share, of Finish Line for use in connection
with the Plan (the "Shares").
On the basis of our knowledge of Finish Line's activities and its corporate
records, we are of the opinion that the Shares will be legally issued, fully
paid and nonassessable when issued and paid for in accordance with the Plan.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
JKL/SS
Sincerely,
GIBSON, DUNN & CRUTCHER LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to The Finish Line, Inc. 1992 Employee Stock Incentive
Plan, as amended and restated April 30, 1998, of our reports dated March 25,
1998, with respect to the consolidated financial statements of The Finish Line,
Inc. incorporated by reference in its Annual Report (Form 10-K) for the year
ended February 28, 1998, and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Fort Wayne, Indiana
August 21, 1998
