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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-B
FOR REGISTRATION OF SECURITIES OF
CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
JumboSports Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Florida 52-1643157
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4701 W. Hillsborough Avenue, Tampa, Florida 33614
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is to be Registered
------------------- ------------------------------------
Common Stock, par value $.01 per share New York Stock Exchange
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Rights To Purchase Common Stock,
par value $.01 per share New York Stock Exchange
- ------------------------------------------- -------------------------------
4 1/4% Convertible Subordinated Notes
Due 2000 New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act: None.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM I. GENERAL INFORMATION.
(a) JumboSports Inc. (the "Registrant") was organized as a
corporation under the laws of the State of Florida on April 22, 1996,
under the name "Sports & Recreation Reincorporation, Inc."
(b) The fiscal year of the Registrant is a fifty-two or a
fifty-three week fiscal year ending on the Friday closest to the end
of January.
ITEM 2. TRANSACTION OF SUCCESSION.
(a) Sports and Recreation, Inc., a Delaware corporation, was the
predecessor corporation (the "Predecessor") which had securities
registered pursuant to Section 12(b) of the Securities Exchange Act of
1934, as amended, at the time of succession.
(b) On February 14, 1997, Sports & Recreation Macro Sports, Inc.,
a Delaware corporation and a wholly owned subsidiary of the
Predecessor, was merged with and into the Predecessor. The
Predecessor remained as the surviving entity in the merger but, as
permitted under Section 253(b) of the Delaware General Corporate Law,
adopted the name of JumboSports Inc.
Also on February 14, 1997, pursuant to a certain Plan and
Agreement of Merger dated April 23, 1996, which had been approved by
the shareholders of the Predecessor on June 12, 1996, the Predecessor
merged with and into the Registrant (the "Merger"), which was then its
wholly owned subsidiary. Articles of Merger were filed with the
Secretary of State of Florida on February 14, 1997. Effective upon
the filing of the Articles of Merger and as part thereof, the
Registrant, as the surviving corporation, changed its name from
"Sports & Recreation Reincorporation, Inc." to "JumboSports Inc.", the
name of the Predecessor. Pursuant to the Merger, all the shares of
common stock, par value $.01 per share, of the Predecessor issued and
outstanding immediately prior to the effective time of the Merger (the
"Effective Time") were converted into an equal number of the same
class of fully paid and nonassessable shares of the Registrant's
common stock, par value $.01 per share ("Registrant Shares").
1
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ITEM 3. SECURITIES TO BE REGISTERED.
(a) As to the shares of Common Stock, par value $.01 per share
being registered, the Registrant had 100,000,000 shares authorized of
which 20,339,409 shares were issued and outstanding as of June 2,
1997. The Rights to Purchase Common Stock, par value $.01 (the
"Rights"), are attached to the shares of the Registrant's Common
Stock.
(b) As to the 4 1/4% Convertible Subordinated Notes Due 2000 (the
"Subordinated Notes") being registered, as of June 2, 1997, there was
$74,500,000 in aggregate principal amount of the Subordinated Notes
issued and outstanding out of a total of $75,000,000 authorized.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
COMMON STOCK: The information required by this Item 4 in respect of
the JumboSports Common Stock is set forth under the caption
"Description of Securities" in the Registration Statement on Form S-3
of Sports & Recreation, Inc. (Reg. No. 33-84160) filed on September
19, 1994, and such section is hereby incorporated herein by reference.
RIGHTS TO PURCHASE COMMON STOCK: The information required by this
Item 4 in respect of the Rights to Purchase Common Stock is set forth
under the caption "Description of Securities To Be Registered" in the
Registration Statement on Form 8-A of Sports & Recreation, Inc. filed
on June 19, 1996, and such section is hereby incorporated herein by
reference.
4 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2000: The information
required by this Item 4 in respect of the Subordinated Notes is set
forth under the caption "Description of Notes" contained in the
Registrant's Registration Statement on Form S-3 of Sports &
Recreation, Inc. filed on October 15, 1993, (File Number 33-70364)
and such section is incorporated herein by reference. However, since
that filing the Subordinated Notes have been listed on the New York
Stock Exchange.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Pursuant to the "Instructions as to Financial Statements" of
Form 8-B, no financial statements are required to be filed herewith
because the capital structure and balance sheet of the Registrant
immediately after consummation of the Merger was the same as the
Predecessor.
2
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(b) The following documents are filed as Exhibits hereto:
2.1 The Plan and Agreement of Merger dated April 23, 1996 and the
Amendment to the Plan and Agreement of Merger dated December
18, 1996 by and between Sports & Recreation, Inc. and Sports &
Recreation Reincorporation, Inc.
3.1 Certificate of Ownership and Merger by and between Sports &
Recreation Macro Sports, Inc. and Sports & Recreation, Inc.
filed with the Secretary of State of Delaware on February 14,
1997 pursuant to which the surviving entity was renamed
JumboSports Inc.
3.2 Certificate of Ownership and Merger by and between JumboSports
Inc. and Sports & Recreation Reincorporation, Inc. filed with
the Secretary of State of Delaware on February 14, 1997
3.3 Articles of Merger by and between JumboSports Inc. and Sports
& Recreation Reincorporation, Inc. filed with the Secretary of
State of Florida on February 14, 1997
3.4 Articles of Incorporation of JumboSports Inc. (incorporated
under the name of Sports & Recreation Reincorporation, Inc.),
filed with the Secretary of State of Florida on April 22, 1996
(incorporated by reference to Exhibit 3.1 to the Form 10-K for
the year ended January 31, 1997, of the Registrant (File No.
1-13322))
3.5 Bylaws of JumboSports Inc. (incorporated by reference to
Exhibit 3.2 to the Form 10-K for the year ended January 31,
1997, of the Registrant (File No. 1-13322))
4.1 Specimen Common Stock Certificate (1)
4.2 Articles of Incorporation of JumboSports Inc. (Filed as
Exhibit 3.3 hereto).
4.3 Bylaws of JumboSports Inc. (Filed as Exhibit 3.5 hereto).
4.4 Specimen of Debt Security (2)
4.5 Indenture between Sports & Recreation, Inc. and Barnett Banks
Trust Company, National Association, as Trustee (2)
4.6 Supplemental Indenture Agreement between JumboSports Inc. and
The Bank of New York.
3
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4.7 Form of Stock Purchase Rights Agreement (6)
10.1 Employment Agreement dated September 14, 1989, by and between
the Company's predecessor and Jim W. Bradke, as amended on
July 22, 1992 (3)
10.2 Form of Indemnification Agreement by and between the Company
and each Director (3)
10.3 1989 Stock Incentive Plan, as amended through June 23, 1994 (1)
10.4 Registration Rights Agreement (3)
10.5 Waiver and Clarification Agreement (2)
10.6 Form of Stock Option Agreement pursuant to the 1989 Stock
Incentive Plan for options granted to Officers prior to the
Company's Initial Public Offering (3)
10.7 Form of Key Man Insurance Policy on each Officer's life in
favor of beneficiaries designated by the respective Officer (3)
10.8 Officer's Medical Reimbursement Plan (3)
10.9 Management Cash Bonus Plan (3)
10.10 $285 Million Credit Agreement dated as of June 4, 1996,
between JumboSports Inc., as Borrower, the Lenders Named
Therein as Lenders, Barnett Bank of Tampa, as Administrative
Agent and L/C Issuer and NationsBank of Florida, National
Association as Documentation Agent, as amended by the First
Amendment thereto dated November 6, 1996 (4)
10.11 Form of Stock Option Agreement pursuant to the 1989 Stock
Incentive Plan for options granted to employees on and after
the Company's Initial Public Offering (3)
10.12 Form of Stock Option Agreement pursuant to the 1989 Stock
Incentive Plan for options granted to Directors (2)
10.13 Employees Stock Purchase Plan, as amended through November 14,
1994 (1)
4
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10.14 Executive Retirement Savings Plan (1)
10.15 Participation Agreement dated as of May 10, 1995, among Sports
& Recreation, Inc., as Construction Agent and Lessee, First
Security Bank of Utah, N.A., not individually, except as
expressly stated therein, but solely as Owner Trustee under
the S&R Trust 1995-1, and NationsBank of Florida, N.A., as
Holder and as Administrative Agent for the Lenders, and the
First Amendment thereto dated July 28, 1995 (4)
10.16 Employment Agreement dated February 6, 1996, by and between
JumboSports Inc. and Stephen Bebis (5)
10.17 Letter Agreement dated March 1, 1996, by and between
JumboSports Inc. and Robert J. Wittman (5)
10.18 Letter Agreement dated April 5, 1996, by and between
JumboSports Inc. and Raymond P. Springer (5)
10.19 1996 Stock Incentive Plan.
21 List of Subsidiaries (5)
______________________________
1. Incorporated by reference to exhibits included in the Company's Annual
Report on Form 10-K for the fiscal year ended January 29, 1995.
2. Incorporated by reference to exhibits included in the Company's Annual
Report on Form 10-K/A for the fiscal year ended January 30, 1994.
3. Incorporated by reference to exhibits included in the Company's
Registration Statement on Form S-1 (Registration Statement No.
33-50098).
4. Incorporated by reference to exhibits included in the Company's
Quarterly Report on Form 10-Q for the quarter ended October 27, 1996.
5. Incorporated by reference to exhibits included in the Company's Annual
Report on Form 10-K for this fiscal year ended January 28, 1996.
6. Incorporated by reference to exhibits included in the Company's
Registration Statement on Form 8-A dated June 19, 1996.
5
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized, on June 10,
1997.
JumboSports Inc.
-------------------------
(Registrant)
Date: June 10, 1997 By /s/ Stephen Bebis
---------------------------
Stephen Bebis,
Chairman of the Board,
President and Chief Executive
Officer (Principal Executive
Officer)
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EXHIBIT 2.1
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER, dated April 23, 1996 (the "Agreement"), is
entered into between SPORTS & RECREATION REINCORPORATION, INC., a Florida
corporation ("FLORIDA") and SPORTS & RECREATION, INC., a Delaware corporation
("SPORTS").
RECITALS
A. SPORTS has an aggregate authorized capital of 100,000,000 shares
of Common Stock, par value of $0.01 per share (the "SPORTS Common Stock"), of
which, as of March 15, 1996, 19,778,031 were duly issued and outstanding.
B. FLORIDA has an aggregate authorized capital stock of 100,000,000
shares of Common Stock, par value of $0.01 per share (the "FLORIDA Common
Stock"), of which 19,778,031 shares have been duly issued and are now
outstanding.
C. The respective Boards of Directors of FLORIDA and SPORTS believe
that the best interests of FLORIDA and SPORTS and their respective stockholders
will be served by the merger of SPORTS with FLORIDA under and pursuant to the
provisions of this Agreement and the Delaware General Corporation Law and the
Florida General Corporation Act.
AGREEMENT
In consideration of the Recitals and of the mutual agreements
contained in this Agreement, the parties hereto agrees as set forth below.
1. MERGER
SPORTS shall be merged with and into FLORIDA (the "MERGER").
2. SHAREHOLDER APPROVAL
Prior to the filing of this Agreement or a certificate of merger with
the Secretary of State of Delaware, or of Articles of Merger with the Secretary
of State of Florida, the majority of the outstanding shares of SPORTS entitled
to vote at the 1996 Annual Meeting of Stockholders of SPORTS shall have
approved this Agreement and the transaction contemplated hereby.
3. EFFECTIVE DATE
The Merger shall become effective immediately upon the later of the
filing of this Agreement or a certificate of merger with the Secretary of State
of Delaware in accordance with the Delaware General Corporation Law and the
filing of articles of merger with the Secretary of State of Florida in
accordance with the Florida General Corporation Act. The time of such
effectiveness is hereafter called the "Effective Date".
4. SURVIVING CORPORATION
FLORIDA shall be the surviving corporation of the Merger and shall
continue to be governed
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by the Laws of the State of Florida. On the Effective Date, the separate
corporate existence of SPORTS shall cease.
5. NAME OF SURVIVING CORPORATION
On the Effective Date, the Articles of Incorporation of FLORIDA shall
be amended to change the name of FLORIDA to "SPORTS & RECREATION, INC."
6. CERTIFICATE OF INCORPORATION
Except as provided in Section 4, the Articles of Incorporation of
FLORIDA as they exist on the Effective Date shall be the Articles of
Incorporation of FLORIDA following the Effective Date, unless and until the
same shall thereafter be amended or repealed in accordance with the Laws of the
State of Florida.
7. BYLAWS
The Bylaws of FLORIDA as they exist on the Effective Date shall be the
Bylaws of FLORIDA following the Effective Date, unless and until the same shall
be amended or repealed in accordance with the provisions thereof and the laws
of the State of Florida.
8. BOARD OF DIRECTORS AND OFFICERS
The members of the Board of Directors and the officers of SPORTS
immediately prior to the Effective Date shall be the members of the Board of
Directors and the officers, respectively, of FLORIDA following the Effective
Date, and such persons shall serve in such offices for the terms provided by
Law or in the Bylaws, or until their respective successors are elected and
qualified.
9. RETIREMENT OF OUTSTANDING FLORIDA STOCK
Forthwith upon the Effective Date, each of the 19,778,031 shares of
the FLORIDA Common Stock presently issued and outstanding shall be retired, and
no shares of FLORIDA Common Stock or other securities of FLORIDA shall be
issued in respect thereof.
10. CONVERSION OF OUTSTANDING SPORTS STOCK
Forthwith upon the Effective Date, each issued and outstanding share
of SPORTS Common Stock and all rights in respect thereof shall be converted
into one fully-paid and nonassessable share of FLORIDA Common Stock, and each
certificate representing shares of SPORTS Common Stock shall for all purposes
be deemed to evidence the ownership of the same number of shares of FLORIDA
Common Stock as are set forth in such certificate. Certificates of SPORTS
Common Stock presented for transfer following the Effective Date will be
replaced with certificates for the same number of shares of FLORIDA Common
Stock.
11. STOCK OPTIONS, WARRANTS AND CONVERTIBLE DEBT
Forthwith upon the Effective Date, each stock option, stock warrant,
convertible debt instrument and other right to subscribe for or purchase shares
of SPORTS Common Stock shall be converted into a stock option, stock warrant,
convertible debt instrument or other right to subscribe for or purchase the
same number of shares of FLORIDA Common Stock, and each certificate, agreement,
note or other
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document representing such stock option, stock warrant, convertible debt
instrument or other right to subscribe for or purchase shares of SPORTS Common
Stock shall for all purposes be deemed to evidence the ownership of a stock
option, stock warrant, convertible debt instrument or other right to subscribe
for or purchase of FLORIDA Common Stock.
12. RIGHTS AND LIABILITIES OF FLORIDA
At and after the Effective Date, and all in the manner of and as more
fully set forth in Section 607,1106 of the Florida General Corporation Act and
Section 259 of the Delaware General Corporation Law, the title to all real
estate and other property, or any interest therein, owned by each of SPORTS and
FLORIDA shall be vested in FLORIDA without reversion or impairment; FLORIDA
shall succeed to and possess, without further act or deed, all estates, rights,
privileges, powers, and franchise, both public and private, and all of the
property, real, personal and mixed of each of SPORTS and FLORIDA without
reversion or impairment; FLORIDA shall thenceforth be responsible and liable
for all the liabilities and obligations of each SPORTS and FLORIDA; any claim
existing or action or proceeding pending by or against SPORTS or FLORIDA may be
continued as if the Merger did not occur or FLORIDA may be substituted for
SPORTS in the proceeding; neither the rights of creditors nor any liens upon
the property of SPORTS or FLORIDA shall be impaired by the Merger; and FLORIDA
shall indemnify and hold harmless the officers and directors of each of the
parties hereto against all such debts, liabilities and duties and against all
claims and demands arising out of the Merger.
13. TERMINATION
This Agreement may be terminated and abandoned by action of the
respective Boards of Directors of SPORTS and FLORIDA at any time prior to the
Effective Date, whether before or after approval by the stockholders of either
or both of the parties hereto.
14. AMENDMENT
The Boards of Directors of the parties hereto may amend this Agreement
at any time prior to the Effective Date; provided that an amendment made
subsequent to the approval of this Agreement by the stockholders of either of
the parties hereto shall not: (a) change the amount or kind of shares,
securities, cash, property or rights to be received in exchange for or on
conversion of all or any of the shares of the parties hereto, (b) change any
term of the Articles of Incorporation of FLORIDA, or (c) change any other terms
or conditions of this Agreement if such change would adversely affect the
holders of any capital stock of either party hereto.
15. REGISTERED OFFICE
The registered office of FLORIDA in the State of Florida is located at
501 East Kennedy Blvd., Suite 1700, Tampa, FL 33602, and Fowler, White, Gillen,
Boggs, Villareal and Banker, P.A. is the registered agent of FLORIDA at such
address.
16. INSPECTION OF AGREEMENT
Executed copies of this Agreement will be on file at the principal
place of business of FLORIDA at 4701 W. Hillsborough Avenue, Tampa, FL 33614.
A copy of this Agreement shall be furnished by FLORIDA, on request and without
cost, to any stockholder of either SPORTS or FLORIDA.
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17. GOVERNING LAW
This Agreement shall in all respects be construed, interpreted and
enforced in accordance with and governed by the Laws of the State of Florida.
18. SERVICE OF PROCESS
On and after the Effective Date, FLORIDA agrees that it may be served
with process in Delaware in any proceeding for enforcement of any obligation of
SPORTS or FLORIDA arising from the Merger.
19. DESIGNATION OF DELAWARE SECRETARY OF STATE AS AGENT FOR SERVICE OF
PROCESS
On and after the Effective Date, FLORIDA irrevocably appoints the
Secretary of State of Delaware as its agent to accept service of process in any
suit or other proceeding to enforce the rights of any stockholders of SPORTS or
FLORIDA arising from the Merger. The Delaware Secretary of State is requested
to mail a copy of any such process to FLORIDA at 501 East Kennedy Blvd., Suite
1700, Tampa, FL 33602, Attention: Fowler, White, Gillen, Boggs, Villareal and
Banker, P.A.
IN WITNESS WHEREOF, each of the parties hereto, pursuant to authority
duly granted by their respective Board of Directors, has caused this Plan and
Agreement of Merger to be executed, respectively, by its President and attested
by its Secretary.
SPORTS & RECREATION
REINCORPORATION, INC.
a Florida corporation
ATTEST:
/s/ Susan L. Jump By: /s/ Stephen Bebis
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Secretary Name: Stephen Bebis
Its: President
SPORTS & RECREATION, INC.
a Delaware corporation
ATTEST:
/s/ Susan L. Jump By: /s/ Stephen Bebis
- ------------------------ ------------------------
Secretary Name: Stephen Bebis
Its: President
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AMENDMENT TO THE PLAN AND AGREEMENT OF MERGER
THIS AMENDMENT is made and entered into this 18th day of December,
1996, by and between SPORTS & RECREATION, INC., a Delaware corporation
("SPORTS"), and SPORTS & RECREATION REINCORPORATION, a Florida corporation
("FLORIDA"). All terms not defined herein shall have the meanings ascribed to
them in that certain Plan and Agreement of Merger dated the 23rd day of April,
1996 (the "Merger Agreement") by and between SPORTS and FLORIDA.
W I T N E S S E T H:
WHEREAS, SPORTS AND FLORIDA entered into the Merger Agreement dated
the 23rd day of April, 1996 whereby SPORTS AND FLORIDA agreed to merge.
WHEREAS, the Shareholders of SPORTS approved the Merger Agreement at a
meeting of the shareholders on June 12, 1996.
WHEREAS, the Board of Directors of FLORIDA approved the Merger
Agreement in an Action by Written Consent of the Board of Directors on April
23, 1996.
WHEREAS, SPORTS and FLORIDA now desire to amend the Plan and Agreement
of Merger;
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to
be legally bound thereby, agree to amend the Plan and Agreement of Merger as
follows:
Paragraph 5 of the Plan and Agreement of Merger shall be stricken and the
following paragraph shall be substituted in its place:
5. NAME OF SURVIVING CORPORATION
On the Effective Date, the Articles of Incorporation of Florida shall
be amended to change the name of FLORIDA to "Sports & Recreation, Inc." or such
other name that has been adopted by SPORTS prior to the Effective Date of the
merger.
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THIS AMENDMENT is being entered into this 18th day of December, 1996.
SPORTS & RECREATION REINCORPORATION, INC.
By: /s/ Stephen Bebis
----------------------------------
Its: President
SPORTS & RECREATION, INC.
By: /s/ Stephen Bebis
----------------------------------
Its: President
-2-
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EXHIBIT 3.1
CERTIFICATE OF OWNERSHIP AND MERGER
OF
SPORTS & RECREATION MACRO SPORTS, INC.
(A Delaware Corporation)
INTO
SPORTS & RECREATION, INC.
(A Delaware Corporation)
It is hereby certified that:
1. Sports & Recreation, Inc. (the "Corporation") is a
business corporation of the State of Delaware.
2. The Corporation is the owner of all of the outstanding
shares of the stock of Sports & Recreation Macro Sports, Inc.
("Sports Macro"), which is also a business corporation of the State
of Delaware.
3. On December 18, 1996, the Board of Directors of the
Corporation adopted the following resolutions to merge Sport &
Recreation Macro Sports, Inc. into the Corporation:
RESOLVED, that Sports Macro be merged into this Corporation
(the "Delaware Merger"), and that all of the estate, property,
rights, privileges, powers and franchises of Sports Macro be
vested in and held and enjoyed by this Corporation as fully and
entirely and without change or diminution as the same were
before held and enjoyed by Sports Macro in its name.
RESOLVED, that the Certificate of Ownership and Merger in
the form attached hereto as Exhibit B is hereby approved and
that the appropriate officers are authorized to execute,
acknowledge and file the Certificate with the State of Delaware.
RESOLVED, that as of the effective time of the Delaware
Merger this Corporation shall assume all of the obligations of
Sports Macro.
RESOLVED, that as of the effective time of the Delaware
Merger this Corporation shall change its corporate name to
JumboSports Inc.
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RESOLVED, that the effective time of the Certificate of
Ownership and Merger setting forth a copy of these resolutions,
and the time when the merger therein provided for shall become
effective, shall be the date and time when the Certificate of
Ownership and Merger is filed with the Secretary of State of the
State of Delaware.
IN WITNESS WHEREOF, the undersigned has caused this Certificate
of Ownership and Merger to be executed effective as of the 14th day
of February, 1997.
SPORTS & RECREATION, INC.
By: /s/ Stephen Bebis
----------------------------
Its Chairman, CEO & President
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EXHIBIT 3.2
CERTIFICATE OF OWNERSHIP AND MERGER
OF
"JumboSports Inc."
AND
Sports & Recreation Reincorporation, Inc.
It is hereby certified that:
1. The constituent business corporations participating in the
merger herein certified are:
(i) JumboSports Inc. (the "Corporation") (formerly
known as Sports & Recreation, Inc. but which has adopted the new name pursuant
to another merger of even date herewith with a wholly owned Delaware subsidiary
known as Sports & Recreation Macro Sports, Inc.), which is incorporated under
the laws of the State of Delaware; and
(ii) Sports & Recreation Reincorporation, Inc.
("FLORIDA"), which is a wholly owned subsidiary of the Corporation which is
incorporated under the laws of the State of Florida.
2. A Plan and Agreement of Merger, as amended, has been
approved, adopted, certified, executed and acknowledged by each of the
aforesaid constituent corporations in accordance with the provisions of Section
253 of the General Corporation Law of the State of Delaware, to wit, including
the approval of the shareholders of the Corporation as the non surviving parent
obtained at the annual shareholders' meeting of the Corporation on June 12,
1996, and by FLORIDA in accordance with the laws of the State of Florida. A
Copy of the resolutions of the Board of Directors of the Corporation which were
approved on December 18, 1996, when the name of the Corporation was still
Sports & Recreation, Inc., which approves such merger and the Plan and
Agreement of Merger, as amended, is attached hereto as Exhibit A and
incorporated by reference herein.
3. FLORIDA will be the surviving corporation in the merger
herein certified and will continue its existence as said surviving corporation
under the name JumboSports Inc. upon the effective date of said merger pursuant
to the provisions of the laws of the State of Florida.
4. The certificate of incorporation of FLORIDA is to be
amended and changed by reason of the merger herein certified by striking out
Article I thereof, relating to the name, and by substituting in lieu thereof
the following Article I:
The name of the corporation is JumboSports Inc.
5. The executed Plan and Agreement of Merger, as amended,
between the
<PAGE> 2
aforesaid constituent corporations is on file at the principal place of
business of the aforesaid surviving corporation, the address of which is as
follows:
4701 West Hillsborough Avenue
Tampa, Florida 33614
6. A copy of the aforesaid Plan and Agreement of Merger, as
amended, will be furnished by the aforesaid surviving corporation, on request,
and without cost, to any stockholder of each of the aforesaid constituent
corporations.
7. The aforesaid surviving corporation does hereby agree that
it may be served with process in the State of Delaware in any proceeding for
enforcement of any obligation of the Corporation, as well as for enforcement of
any obligation of said surviving corporation arising from the merger herein
certified including any suit or other proceeding to enforce the right, if any,
of any stockholder of the Corporation as determined in appraisal proceedings
pursuant to the provisions of Section 262 of the General Corporation Law of the
State of Delaware; does hereby irrevocably appoint the Secretary of State of
the State of Delaware as its agent to accept service of process in any such
suit or other proceedings; and does hereby specify the following as the address
to which a copy of such process shall be mailed by the Secretary of State of
the State of Delaware:
JumboSports Inc.
4701 W. Hillsborough Avenue
Tampa, FL 33614
2
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8. The Agreement of Merger between the aforesaid constituent
corporations provides that the merger herein certified shall be effective upon
the filing of this Certificate of Ownership and Merger with the Secretary of
State of the State of Delaware and the filing of Articles of Merger with the
Secretary of State of the State of Florida.
IN WITNESS WHEREOF, the undersigned have caused this Certificate of
Ownership and Merger to be executed effective the 14th day of February, 1997.
JumboSports Inc.
By: /s/ Stephen Bebis
--------------------------------
Name: Stephen Bebis
Title: Chairman, CEO and President
Sports & Recreation Reincorporation, Inc.
By: /s/ Stephen Bebis
--------------------------------
Nam Stephen Bebis
Title: Chairman, CEO and President
3
<PAGE> 1
EXHIBIT 3.3
ARTICLES OF MERGER
OF
JumboSports Inc.
AND
Sports & Recreation Reincorporation, Inc.
To the Secretary of State
State of Florida
Pursuant to the provisions of the Florida Business Corporation Act, the
Florida wholly owned subsidiary business corporation and the foreign parent
business corporation named below do hereby adopt the following Articles of
Merger.
1. Annexed hereto and made a part hereof is the Plan and Agreement of
Merger, as amended, for merging JumboSports Inc. ("Sports") (formerly known as
Sports & Recreation, Inc. but which has adopted the new name pursuant to
another merger of even date herewith with a wholly owned Delaware subsidiary
known as Sports & Recreation Macro Sports, Inc.) into Sports & Recreation
Reincorporation, Inc. (the "Company") as approved by the Shareholders of Sports
on June 12, 1996.
2. The effective time and date of the merger herein provided for in
the State of Florida shall be the date and time when these Articles of Merger
shall be filed with the Secretary of State of the State of Florida.
3. Approval of the Plan and Agreement of Merger by the Shareholders
of the Company was not required because the Company was a wholly owned
subsidiary of Sports.
4. The merger of Sports with and into the Company is permitted by
the laws of Delaware, its jurisdiction of organization, and is in compliance
with said laws. The Plan and Agreement of Merger was adopted by the Board of
Directors of Sports on April 5, 1996 and was amended by the Board of Sports on
December 18, 1996.
5. As to the Company, the aforesaid Plan of Merger was adopted in
accordance with the provisions of the Florida Business Corporation Act on
April 23, 1996 and amended on December 13, 1996.
6. The Company will be the Surviving Corporation in the Merger and
from and after the effective time of the Merger will change its name to
JumboSports Inc.
1
<PAGE> 2
IN WITNESS WHEREOF, the undersigned have caused these
Articles of Merger to be executed effective the 14th day of
February, 1997.
JumboSports Inc.
By: /s/ Stephen Bebis
-----------------------------------
Name: Stephen Bebis
Title: Chairman, CEO and President
SPORTS & RECREATION
REINCORPORATION, INC.
By: /s/ Stephen Bebis
-----------------------------------
Name: Stephen Bebis
Title: Chairman, CEO and President
2
<PAGE> 1
EXHIBIT 4.6
SUPPLEMENTAL INDENTURE AGREEMENT
THIS SUPPLEMENTAL INDENTURE AGREEMENT is made and entered into this
14th day of February, 1997, by and between SPORTS & RECREATION, INC., a
Delaware corporation ("PREDECESSOR"), and Sports & Recreation Reincorporation,
Inc. (subsequently referred to as JumboSports Inc. upon consummation of the
name change and reincorporation (the "Reincorporation Transaction") as
specified in the Plan and Agreement of Merger, as defined below), a Florida
corporation ("SUCCESSOR"). Unless specifically defined herein, all capitalized
terms shall have the meanings ascribed to them in the Original Indenture (as
defined below).
W I T N E S S E T H:
WHEREAS, PREDECESSOR and SUCCESSOR have entered into that certain Plan
and Agreement of Merger dated April 23, 1996, as amended on December 13, 1996
(the "Plan and Agreement of Merger"), whereby PREDECESSOR has agreed to merge
with and into SUCCESSOR and SUCCESSOR has agreed to merge with PREDECESSOR and
emerge as the surviving entity, said Plan and Agreement of Merger, attached
hereto as Exhibit A, being incorporated by reference and made a part hereof as
if fully set forth herein;
WHEREAS, PREDECESSOR executed that certain Trust Indenture (the
"Original Indenture") related to the public offering of those certain 4-1/4%
Convertible Subordinated Notes Due 2000 (the "Securities").
WHEREAS, in accordance with Section 801 of the Original Indenture,
PREDECESSOR desires to expressly assume by this SUPPLEMENTAL INDENTURE
AGREEMENT, the due and punctual payment of the principal of (and premium, if
any) and interest on all the Securities and the performance of every covenant
of that certain Original Indenture on the part of PREDECESSOR to be performed
or observed and shall provide for conversion rights in accordance with Section
1211 of said Original Indenture.
NOW, THEREFORE, in consideration of the premises, which shall be
deemed an integral part of this Agreement and not as mere recitals hereto, and
in consideration of the mutual covenants, agreements and undertakings contained
herein and in the above-referenced Plan and Agreement of Merger and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound thereby, agree
as follows:
SUCCESSOR, on behalf of itself and its successors and assigns, does
hereby for itself, themselves, their respective successors and assigns
expressly assume, by this SUPPLEMENTAL INDENTURE AGREEMENT, the due and
punctual payment of the principal of (and premium, if any) and interest on all
the Securities and the performance of every covenant of that certain Original
Indenture on the part of PREDECESSOR to be performed or observed and shall
provide for conversion rights in accordance with Section 1211 of said Original
Indenture. Specifically, that the Holder of each Security then outstanding and
such Person shall have the right thereafter, during the period such Security
shall be convertible as specified in Section 1201 of the Original Indenture, to
convert such Security only into the kind and amount of securities, cash and
other property receivable, if any, upon completion of the Reincorporation
Transaction by a holder of the number of shares of Common Stock of PREDECESSOR
into which such Security might have been converted immediately prior to the
Reincorporation Transaction, subject to the limitations of Section 1211 of said
Original Indenture.
<PAGE> 2
This SUPPLEMENTAL INDENTURE AGREEMENT binds SUCCESSOR, its successors
and assigns, and the benefits and advantages of this SUPPLEMENTAL INDENTURE
AGREEMENT shall inure to the benefit of PREDECESSOR, its successors and assigns
and the Indenture Trustee, its successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first above written.
SPORTS & RECREATION, INC.
WITNESSES:
/s/ Kimberly Aaron
- ---------------------- By: /s/ Stephen Bebis
/s/ Susan L. Jump --------------------------------
- ---------------------- Stephen Bebis, President
"PREDECESSOR"
Sports & Recreation Reincorporation, Inc.
(JumboSports Inc. upon consummation of
the (the Reincorporation Transaction)
"SUCCESSOR"
/s/ Kimberly Aaron
- ---------------------- By: /s/ Stephen Bebis
/s/ Susan L. Jump --------------------------------
- ---------------------- Stephen Bebis, President
THE BANK OF NEW YORK, Successor to
Barnett Banks Trust Company, National
Association
/s/ Mark C. Baker
- ---------------------- By: /s/ Sharon L. Atkinson
/s/ Tamara L. Dixon --------------------------------
- ---------------------- Sharon L. Atkinson, its authorized
agent
"TRUSTEE"
2
<PAGE> 1
EXHIBIT 10.19
SPORTS AND RECREATION, INC.
1996 STOCK INCENTIVE PLAN
1. ESTABLISHMENT AND PURPOSE OF THE PLAN. This 1996 Stock Incentive Plan
(the "Plan") is established by Sports & Recreation, Inc., a Florida corporation
(the "Company"), as of May 13, 1996. The Plan is designed to enable the
Company to attract, retain and motivate key employees of the Company, by
providing for or increasing their proprietary interest in the Company. The
Plan provides for the grant of options ("Options") which do not qualify as
incentive stock options under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), for the grant of stock appreciation rights ("Stock
Appreciation Rights") and for the sale or grant of restricted stock
("Restricted Stock").
2. STOCK SUBJECT TO PLAN. The maximum number of shares of stock that may
be subject to Options or Stock Appreciation Rights granted hereunder and the
number of shares of stock that may be sold or granted as Restricted Stock
hereunder shall not in the aggregate exceed 1,000,000 shares of Common Stock,
par value $0.01 per share ("Common Stock") of the Company, subject to the
adjustments under Section 13 hereof. The shares which may be subject to
Options granted and Restricted Stock sold or granted under the Plan may be
authorized and unissued Common Stock or Common Stock reacquired by the Company
and held as treasury stock.
Shares of stock which are subject to the unexercised portions of any Options
that expire, terminate or are canceled, shares of stock which are not required
to satisfy the exercise of any Stock Appreciation Rights that expire, terminate
or are canceled or exercised, and shares of Restricted Stock which are
reacquired by the Company pursuant to the restrictions thereon, may again
become available for the grant of Options or Stock Appreciation Rights and the
sale or grant of Restricted Stock under this Plan. If a Stock Appreciation
Right is exercised, any Option or portion thereof which is surrendered in
connection with that exercise shall terminate and the shares theretofore
subject to that Option or portion thereof shall be available for further use
under the Plan.
3. SHARES SUBJECT TO AGREEMENT. All shares issuable under Options or
Stock Appreciation rights and all shares of Restricted Stock sold or granted
pursuant to this Plan shall be subject to the restrictions contained in the
written agreement required under Section 4 hereof evidencing the terms under
which shares of Common Stock are granted or sold under this Plan.
4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a
committee ("the Committee") appointed by the Board of Directors (the "Board")
of the Company. If no persons are designated by the Board to serve on the
Committee, the Plan shall be administered by the Board and all references
herein to the Committee shall refer
<PAGE> 2
to the Board. The Board shall have the discretion from time to time to add,
remove, or replace members of the Committee, and shall have the sole authority
to fill vacancies on the Committee.
All actions of the Committee shall be authorized by a majority vote thereof at
a duly called meeting. The Committee shall have the sole authority, in its
absolute discretion, to adopt, amend, and rescind such rules and regulations
as, in its opinion, may be advisable in the administration of the Plan, to
construe and interpret the Plan, the rules and regulations, and the agreements
and other instruments evidencing Options and Stock Appreciation Rights granted
and Restricted Stock sold or granted under the Plan and to make all the
determinations deemed necessary or advisable for the administration of the
Plan. All decisions, determinations, and interpretations of the Committee
shall be final and conclusive upon the Participants (as defined below).
Subject to the express provisions of the Plan, the Committee shall determine
the number of shares subject to grants or sales and terms thereof, including
the provisions relating to the exercisability of Options and Stock Appreciation
Rights, lapse and non-lapse restrictions upon the Common Stock obtained or
obtainable under the Plan, and the termination and/or forfeiture of Options,
Stock Appreciation Rights and Restricted Stock under the Plan. The terms upon
which Options and Stock Appreciation Rights are granted and Restricted Stock is
sold or granted shall be evidenced by a written agreement executed by the
Company and, if the Committee so requires, the Participant to whom such are
granted or sold.
5. ELIGIBILITY. Persons who shall be eligible for grants of Options or
Stock Appreciation Rights or sales or grants of Restricted Stock hereunder
("Eligible Employees") shall be key employees of the company or its
subsidiaries, who are not subject to Section 16 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The Committee may from time to time
determine the Eligible Employees who shall participate under the Plan (such
Eligible Employees are referred to as "Participants") through grants of Options
and, if applicable, Stock Appreciation Rights, and/or through sales or grants
of Restricted Stock.
6. TERMS AND CONDITIONS OF OPTIONS GRANTED TO ELIGIBLE EMPLOYEES. No
Option shall be granted to an Eligible Employee for a term of more than fifteen
years. Options may in the discretion of the Committee be granted to Eligible
Employees with associated Stock Appreciation Rights or be amended so as to
provide associated Stock Appreciation Rights. The Option agreement may contain
such other terms, provisions, and conditions as may be determined by the
Committee (not inconsistent with the Plan).
7. EXERCISE PRICE OF OPTIONS GRANTED TO ELIGIBLE EMPLOYEES. The exercise
price for each Option granted hereunder to an Eligible Employee shall not be
less
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<PAGE> 3
than fifty percent (50%) of the Fair Market Value (as defined in Section 16
hereof) of the Common Stock on the date the Option is granted.
Payment for Common Stock purchased upon exercise of any Option granted
hereunder to an Eligible Employee shall be in cash at the time of exercise,
except that, if either the Option so provides or the Committee so permits, and
if the Company is not then prohibited from purchasing or acquiring shares of
its Common Stock, such payment may be made in whole or in part with shares of
stock of the same class as the stock then subject to the Option. The value of
any such stock delivered as payment hereunder shall be determined by such means
as the Committee shall establish. The Committee also may on an individual
basis permit payment or agree to permit payment by such alternative means as
may be lawful, including by delivery of an executed exercise notice together
with irrevocable instructions to a broker promptly to deliver to the Company
the amount of sale or loan proceeds required to pay the exercise price.
8. NON-TRANSFERABILITY. Any Option granted under this Plan shall by its
terms be non-transferable by the Participant other than by will or the laws of
descent and distribution (in which case such descendant or beneficiary shall be
subject to all terms of the Plan applicable to Participants) and is exercisable
during the Participant's lifetime only by the Participant or by the
Participant's guardian or legal representative.
9. STOCK APPRECIATION RIGHTS. The Committee may, under such terms and
conditions as it deems appropriate, grant to any Eligible Employee selected by
the Committee Stock Appreciation Rights, which may or may not be associated
with Options. Upon exercise of a Stock Appreciation Right the Participant
shall be entitled to receive payment of an amount equal to the excess of the
Fair Market Value of the underlying shares on the date of exercise over the
Stock Appreciation Right's exercise price. Such payment may be made in shares
of Common Stock valued at their Fair Market Value on the date of exercise or in
cash, or partly in shares and partly in cash, as the Committee may designate.
The Committee may require that any Stock Appreciation Right shall be subject to
the condition that the Committee may at any time in its absolute discretion not
allow the exercise of such Stock Appreciation Right.
10. RESTRICTED STOCK. The Committee may sell or grant Restricted Stock
under the Plan (either independently or in connection with the exercise of
Options or Stock Appreciation Rights under the Plan) to Eligible Employees
selected by the Committee. The Committee shall in each case determine the
number of shares of Restricted Stock to be sold or granted, the price at which
such shares are sold, if applicable, and the terms or duration of the
restrictions to be imposed upon those shares.
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<PAGE> 4
11. ADJUSTMENTS. If at any time the class of shares subject to this Plan
is changed into or exchanged for a different number or kind of shares or
securities, as the result of any one or more reorganizations,
recapitalizations, stock splits, reverse stock splits, stock dividends or
similar events, an appropriate adjustment shall be made in the number, exercise
or sale price and/or type of shares or securities for which Options or Stock
Appreciation Rights may thereafter be granted and Restricted Stock may
thereafter be sold or granted under this Plan. The Committee also shall
designate the appropriate changes which shall be made in Options, Stock
Appreciation Rights, or rights to purchase Restricted Stock then outstanding
under this Plan, and the Committee may do so either at the time the Option or
Stock Appreciation Right is granted or Restricted Stock offered or at the time
of the event causing the adjustment. Any such adjustment in outstanding
Options shall be made without changing the aggregate exercise price applicable
to the unexercised portions of such Options. Any such adjustments in
outstanding rights to purchase Restricted Stock shall be made without changing
the aggregate purchase price of such Restricted Stock.
12. DURATION OF PLAN. Options may not be granted nor Restricted Stock
sold or granted under the Plan after May 13, 2006.
13. AMENDMENT AND TERMINATION OF THE PLAN. The Board may at any time
alter, amend, suspend or terminate the Plan. The Committee may amend the Plan
or any agreement issued hereunder to the extent necessary for any Option or
Stock Appreciation Right granted or Restricted Stock sold or granted under the
Plan to comply with applicable tax or securities laws.
No Option or Stock Appreciation Right may be granted during any suspension or
after the termination of the Plan, and no amendment, suspension or termination
of the Plan or of any agreement issued hereunder shall, without the consent of
the affected holder of such Option, Stock Appreciation Right or Restricted
Stock, alter or impair any rights or obligations in any Option, Stock
Appreciation Right or Restricted Stock theretofore granted or sold to him under
the Plan.
14. DEFINITION OF "FAIR MARKET VALUE." As used in this Agreement, the
"Fair Market Value" of the shares of Common Stock on any date shall mean:
(a) the closing sales price, regular way, or in the absence thereof, the
mean of the last reported bid and asked quotations, on such date on
the national securities exchange having the greatest volume of trading
in the shares of Common Stock during the thirty-day period preceding
such date (or if such exchange was not open for trading on such date,
the next preceding date on which it was open); or
(b) if there is no price as specified in (a), the final reported sales
price, or if not reported in the following manner, the mean of the
closing high bid and low
-4-
<PAGE> 5
asked prices, in the over-the-counter market for the shares of Common
Stock as reported by the Nasdaq National Market or, if such
organization is not in existence, by an organization providing similar
services, on such date (or if such date is not a date for which such
system or organization generally provides reports, then on the next
preceding date for which it does so); or
(c) if there also is no price as specified in (b), the price determined by
the Committee by reference to bid-and-asked quotations for the shares
of Common Stock provided by members of an association of brokers and
dealers registered pursuant to subsection 15(b) of the 1934 Act, which
members make a market in the shares of Common Stock, for such recent
dates as the Committee shall determine to be appropriate for fairly
determining current market value; or
(d) if there also is no price as specified in (c), the amount determined
in good faith by the Committee based on such relevant facts, which may
include opinions of independent experts, as may be available to the
Committee.
15. CANCELLATION OF OPTIONS. Any Option granted under the Plan may be
canceled at any time with the consent of the holder and a new Option may be
granted to such holder in lieu thereof.
16. WITHHOLDING OF TAXES. Whenever shares of Common Stock are to be
issued with respect to the exercise of Options or amounts are to be paid or
income received with respect to Stock Appreciation Rights or Restricted Stock
under this Plan, the Committee in its discretion may require the Participant to
remit to the Company, prior to the delivery of any certificate or certificates
for such shares or the payment of any such amounts, all or any part of an
amount or, at the Participant's request pursuant to a procedure established by
the Committee, may withhold delivery of a sufficient number of shares or of a
sufficient amount from the Participant's compensation determined in the
Committee's discretion to be sufficient to satisfy Federal, state and local
withholding tax obligations which the Company or its counsel determine may
arise with respect to such exercise or payment.
SPORTS & RECREATION, INC.
BY: Stephen Bebis
TITLE: President
-5-
