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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPORTS & RECREATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1643157
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
4701 W. HILLSBOROUGH AVE.
TAMPA, FLORIDA 33614
(813) 886-9688
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive officers)
1989 STOCK INCENTIVE PLAN
(Full title of the plan)
SUSAN L. JUMP, ESQ.
CORPORATE COUNSEL
4701 W. HILLSBOROUGH AVENUE
TAMPA, FLORIDA 33614
(813) 886-9688
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE PRICE(3) REGISTRATION FEE
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Common Stock
($.01 par value) 624,668 shares (2) $6,365,367 $2,194.95
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(1) Does not include a total of 1,689,237 shares, (as adjusted for
the 3-for-2 stock split in the form of a stock dividend effected in September
1994) which were previously registered on Forms S-8, Registration Nos. 33-61192
and 33-66960 filed April 14, 1993 and August 3, 1993, respectively, with the
Securities and Exchange Commission (and for which the registration fee has
already been paid). Pursuant to Rule 416(a), this registration statement also
registers such indeterminate number of additional shares as may become issuable
under the Plan in connection with share splits, share dividends, and similar
transactions.
(2) In accordance with Rule 457(h), and solely for the purpose of
calculating the registration fee, computed with respect to 624,668 shares at an
aggregate offering price of $6,365,367 ($10.19 per share, which is the average
of the high and low prices of such shares on May 22, 1996 as quoted on the New
York Stock Exchange).
(3) Does not include the maximum aggregate offering price of
$4,410,800 for the 270,000 shares, (as adjusted for the 3-for-2 stock split in
the form of a stock dividend effected in September 1994) previously registered
on Form S-8, Registration No. 33-66960 and of $13,492,640 for the 1,419,237
shares, (as adjusted for the 3-for-2 stock split in the form of a stock
dividend effected in September 1994) previously registered on Form S-8,
Registration No. 33-61192. If those shares are taken into consideration, the
maximum aggregate offering price for shares offered under the 1989 Stock
Incentive Plan is $24,268,807.
Page 1 of 7
Exhibit Index on Page 6
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated in the Section 10(a) prospectus under the
Securities Act by reference as of their respective dates:
a. The Company's Annual Report on Form 10-K for the year ended
January 28, 1996 which contains the Company's audited financial
statements for the Company's latest fiscal year for which such
statements have been filed.
b. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (Reg. No.
33-50098) under the Securities Act of 1933, filed on July 28,
1992, as amended, is hereby incorporated by reference.
c. All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report on Form 10-K of the Company
referred to in (a) above.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the registration
statement and to be a part thereof from the date of filing such documents.
ITEMS 4 - 8.
The contents of the April 14, 1993 Registration Statement on Form S-8,
Registration No. 33-61192 and the August 3, 1993 Registration Statement on Form
S-8, Registration No. 33-66960, are hereby incorporated by reference.
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;
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(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.
Notwithstanding the foregoing, 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 and 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 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(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 subparagraphs (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 Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration
statement to include any financial statements
required by Rule 3-19 of this chapter at the start of
any delayed offering or throughout a continuous
offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act
need not be furnished, provided, that the registrant
includes in the prospectus, by means of a post-
effective amendment, financial statements required
pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other
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information necessary to ensure that all other
information in the prospectus is at least as current
as the date of those financial statements.
Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective
amendment need not be filed to include financial
statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if
such financial statements and information are
contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Section 13(a) or 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 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such
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
directors, 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 Act and will be governed by the final adjudication of such
issue.
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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 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 Tampa, State of Florida on May 24, 1996.
Sports & Recreation, Inc.
By: /s/ Stephen Bebis
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Stephen Bebis, Chairman of the Board,
Chief Executive Officer, and President
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 dates indicated.
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SIGNATURE TITLE DATE
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/s/ Stephen Bebis Chairman of the Board, Chief May 24, 1996
- -------------------------------- Executive Officer, President
Stephen Bebis and Director (Principal
Executive Officer)
/s/ Raymond P. Springer Executive Vice President and May 28, 1996
- -------------------------------- Chief Financial Officer
Raymond P. Springer (Principal Financial Officer)
/s/ R. Brad Martin Director May 28, 1996
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R. Brad Martin
/s/ Chris Sullivan Director May 30, 1996
- --------------------------------
Chris Sullivan
/s/ Steven A. Raymund Director May 28, 1996
- --------------------------------
Steven A. Raymund
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EXHIBIT INDEX
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Exhibit Sequential Page
Number Description Number
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4.1 Certificate of Incorporation of the Registrant (incorporated N/A
by reference to Exhibit 3.1 filed with Amendment No. 2 to
the Registrant's Registration Statement on Form S-1 (Reg.
No. 33-50098) filed with the Commission on September 9, 1992).
4.2 By-laws of the Registrant (incorporated by reference to N/A
Exhibit 3.2 filed with Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-50098) filed
with the Commission on September 9, 1992).
4.3 Form of Stock Certificate used to evidence ownership of the N/A
Registrant's Common Stock, $.01 par value (incorporated by
reference to Exhibit 4.2 filed with Amendment No. 2 to the
Registrant's Registration Statement on Form S-1 (Reg. No.
33-50098) filed with the Commission on September 9, 1992).
4.4 1989 Stock Incentive Plan as amended through June 23, 1994 N/A
(incorporated by reference to exhibits included in
Registrant's Annual Report on Form 10-K for the fiscal year
ended January 29, 1995).
4.5 Form of Stock Option Agreement pursuant to the 1989 Stock N/A
Incentive Plan for options granted prior to the Registrant's
initial public offering (incorporated by reference to
Exhibit 10.10 filed with the Registrant's Registration
Statement on Form S-1 (Reg. No. 33-50098) filed with the
Commission on July 28, 1992).
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4.6 Form of Stock Option Agreement pursuant to the 1989 Stock N/A
Incentive Plan for options granted in contemplation of the
Registrant's initial public offering (incorporated by
reference to Exhibit 10.16 filed with Amendment No. 2 to the
Registrant's Registration Statement on Form S-1 (Reg. No.
33-50098) filed with the Commission on September 9, 1992).
5.1 Opinion of Fowler, White, Gillen, Boggs, Villareal and 8
Banker, P.A., as to the legality of the shares being registered.
23.1 Consent of Deloitte & Touche, L.L.P 9
23.2 Consent of Fowler, White, Gillen, Boggs, Villareal and N/A
Banker, P.A., is contained in its Opinion filed as Exhibit 5.1
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FOWLER, WHITE, GILLEN, BOGGS, VILLAREAL AND BANKER, P.A.
ATTORNEYS AT LAW
TAMPA - ST. PETERSBURG - CLEARWATER
FT. MYERS - TALLAHASSEE
CABLE - FOWHITE 501 EAST KENNEDY BLVD. TELECOPIER
TELEX 52776 POST OFFICE BOX 1438 (813) 229-8313
TAMPA, FLORIDA 33601
(813) 228-7411
May 28, 1996
Sports & Recreation, Inc.
4701 W. Hillsborough Avenue
Tampa, FL 33614
Re: Registration Statement on Form S-8
Gentlemen:
This opinion is given to you in connection with the filing by Sports &
Recreation, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, of the
Registration Statement on Form S-8 (the "Registration Statement") with respect
to 624,668 shares of the common stock, $.01 par value, of the Company issuable
pursuant to the Company's 1989 Stock Incentive Plan (the "Plan") (all shares of
such stock issuable pursuant to the Plan are referred to herein as the "Common
Stock"). As counsel for the Company, we have examined the relevant corporate
documents incident to the giving of this opinion.
Based on the foregoing, we are of the opinion that the shares of
Common Stock, when issued and delivered in accordance with the provisions of
the Plan and options issued thereunder, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ FOWLER, WHITE, GILLEN, BOGGS,
VILLAREAL AND BANKER, P.A.
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FOWLER, WHITE, GILLEN, BOGGS,
VILLAREAL AND BANKER, P.A.
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Sports & Recreation, Inc. on Form S-8 to be filed on or about May 29, 1996
pertaining to the 1989 Stock Incentive Plan of our report dated March 22, 1996
appearing in the Annual Report on Form 10-K of Sports & Recreation, Inc. for
the year ended January 28, 1996.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Tampa, Florida
May 29, 1996
