As filed with the Securities and Exchange Commission on August 20, 1997
Registration No. 333-
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
NINE WEST GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1093855
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
9 West Broad Street,
Stamford, Connecticut 06902
(Address of principal executive offices) (Zip Code)
_____________________________
NINE WEST GROUP INC.
FIRST AMENDED AND RESTATED
1994 LONG-TERM PERFORMANCE PLAN
(Full title of the Plan)
_____________________________
JOEL K. BEDOL, ESQ.
Senior Vice President and General Counsel
Nine West Group Inc.
9 West Broad Street
Stamford, Connecticut 06902
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (203) 328-4386
_____________________________
CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C> <C> <C>
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share (1) Offering Price(1) Fee
- ------------- ------------ ---------------- ----------------- --------------
Common Stock, 3,500,000
$.01 par value shares (2) $39.96875 $139,890,625 $42,391.10
</TABLE>
===============================================================================
(1) Estimated solely for purposes of computing the registration fee pursuant to
the provisions of Rule 457(h), based upon the average of the high and low
prices per share as reported on the New York Stock Exchange on August 14,
1997.
Page 1 of 8 Pages
Exhibit Index appears on Page 5
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 is to register an
additional 3,500,000 shares of Common Stock, $.01 par value (the "Common Stock")
of Nine West Group Inc. (the "Company") to be issued under the Nine West Group
Inc. First Amended and Restated 1994 Long-Term Performance Plan (the "Plan").
The contents of the Company's Registration Statement on Form S-8, as filed with
the Securities and Exchange Commission (the "Commission") on March 11, 1996
(Commission File No. 333-2262), which became effective on such date, relating to
the registration of shares of Common Stock authorized for issuance under the
Plan, are incorporated by reference herein in accordance with General
Instruction E to Form S-8.
Item 8. Exhibits.
See Exhibit Index.
[Signature Page follows]
-2-
SIGNATURES
The Registrant. 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 Stamford, State of Connecticut, on August 19,
1997.
NINE WEST GROUP INC.
By: /s/Robert C. Galvin
--------------------
Robert C. Galvin
Executive Vice President, Chief
Financial Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert C. Galvin, Jeffrey K. Howald and Joel K.
Bedol 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 amendments to the
within registration statement on Form S-8, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and grants unto said 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 and could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, 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 by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Jerome Fisher Chairman of the Board and August 19, 1997
- -------------------------- Director (Principal Executive
Jerome Fisher Officer)
/s/ Vincent Camuto Chief Executive Officer and August 19, 1997
- -------------------------- Director (Principal Executive
Vincent Camuto Officer)
/s/ Robert C. Galvin Executive Vice President, August 19, 1997
- -------------------------- Chief Financial Officer and
Robert C. Galvin Treasurer (Principal Financial
Officer and Principal
Accounting Officer)
-3-
Signature Title Date
- --------- ----- ----
/s/ C. Gerald Goldsmith Director August 19, 1997
- --------------------------
C. Gerald Goldsmith
/s/ Salvatore M. Salibello Director August 19, 1997
- --------------------------
Salvatore M. Salibello
/s/ Henry W. Pascarella Director August 19, 1997
- --------------------------
Henry W. Pascarella
-4-
EXHIBIT INDEX
-------------
Exhibit No. Description Page
- ----------- ----------- ----
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (File
No. 33-47556))
4.2 Second Amended and Restated By-laws of the Company
(incorporated by reference to Exhibit 3.2 to the
Registrant's Current Report on Form 8-K dated May 23,
1995)
4.3 Nine West Group Inc. First Amended and Restated 1994
Long-Term Performance Plan (incorporated by reference
to Appendix A to the Registrant's Proxy Statement
dated April 17, 1996 (File No. 1-11161))
4.4 Specimen stock certificate for shares of Common Stock,
$.01 par value, of the Registrant (incorporated by
reference to Exhibit 4.1 to the Company's Annual Report
on Form 10-K dated April 30, 1997)
5 Opinion of counsel 6
23.1 Consent of Deloitte & Touche LLP 7
23.2 Consent of Arthur Andersen LLP 8
23.3 Consent of counsel (included in Exhibit 5 hereof)
24 Power of Attorney (included on signature page hereof)
-5-
August 20, 1997
Nine West Group Inc.
9 West Broad Street
Stamford, Connecticut 06902
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am Associate General Counsel of Nine West Group Inc., a Delaware
corporation (the "Company"), and am rendering this opinion in connection with
the filing of a Registration Statement on Form S-8 (the "Registration
Statement") by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), relating
to the proposed issuance by the Company of up to 3,500,000 shares of the
Company's common stock, par value $.01 per share (the "Shares") issuable
pursuant to the Nine West Group Inc. First Amended and Restated 1994 Long-Term
Incentive Plan (the "Plan").
I have examined an executed copy of the Registration Statement and all
exhibits thereto. I have also examined the Plan and such corporate records of
the Company, including the Company's Restated Certificate of Incorporation and
Second Amended and Restated By-Laws, certain resolutions adopted by the Board of
Directors of the Company relating to the issuance of the Shares, certificates
received from state officials and statements I have received from officers and
representatives of the Company. In making such examination and delivering this
opinion, I have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to me as originals,
the conformity to the originals of all documents submitted to me as certified,
photostatic or conformed copies, the authenticity of the originals of all such
latter documents, and the correctness of statements submitted to me by officers
and representatives of the Company, and by public officials.
Based upon, and subject to the limitations, qualifications, exceptions and
assumptions set forth herein, I am of the opinion that:
1. The Company is duly incorporated and is validly existing under the
laws of the State of Delaware; and
2. The Shares to be issued by the Company pursuant to the Registration
Statement have been duly authorized and, when issued by the Company and paid for
in accordance with the Plan, will be duly and validly issued, fully paid and
nonassessable.
I am a member of the Bar of the State of Connecticut. I express no opinion
herein concerning any law other than the General Corporation Law of the State of
Delaware.
Nine West Group Inc.
August 20, 1997
Page 2
I hereby consent to the sole use of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
am included in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission. This opinion is not
to be used, circulated, quoted, referred to or relied upon by any other person
or for any other purpose without my prior written consent.
Very truly yours,
/s/Beth Barban Hedberg
Beth Barban Hedberg
Associate General Counsel
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Nine West Group Inc. on Form S-8 of our report dated March 17, 1997,
incorporated by reference in Registration Statement No. 333-2262 of Nine West
Group Inc. on Form S-8 and appearing in the Annual Report on Form 10-K/A No. 1
of Nine West Group Inc. for the fifty-two week period ended February 1, 1997.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Stamford, Connecticut
August 20, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated May
11, 1995 appearing in the Current Report of Form 8-K dated May 23, 1995 filed by
Nine West Group Inc.
/s/ARTHUR ANDERSEN LLP
Cincinnati, Ohio
August 19, 1997
