<PAGE>
As Filed with the Securities and Exchange Commission on September 13, 1999
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
- --------------------------------------------------------------------------------
FORM S-8/S-3
REGISTRATION STATEMENT
----------------------
(Including registration of shares for resale by means of a Form S-3 Prospectus)
UNDER
THE SECURITIES ACT OF 1933
GART SPORTS COMPANY
(Exact name of registrant as specified in its charter)
-----------------------------------------
DELAWARE 84-1242802
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 Lincoln Avenue, Denver, Colorado 80203
(Address of Principal Executive Offices)
Gart Sports Company 1994 Management Equity Plan
Sportmart, Inc. Associate Stock Purchase Plan
Sportmart, Inc. Directors' Stock Option Plan
Sportmart, Inc. Stock Option Plan
(Full Title of Plans)
NESA E. HASSANEIN, ESQ.
Gart Sports Company
1001 Lincoln Avenue
Denver, Colorado 80203
(303) 861-1122
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copy to:
JEFFREY M. KNETSCH, ESQ.
Brownstein Hyatt & Farber, P.C.
410 Seventeenth Street, Suite 2200
Denver, Colorado 80202
(303) 223-1100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) per Share Price Registration Fee (3)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 250,000 shares $5.5625 (2) $1,390,625 (2) $386.59
===========================================================================================================================
</TABLE>
(1) Includes an indeterminate number of shares of Gart Sports Company common
stock that may be issuable by reason of stock splits, stock dividends or
similar transactions.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $5.5625 per share (the
average of the high and low prices of the Registrant's common stock as
reported on the Nasdaq National Market on August 20, 1999) for the
250,000 additional shares reserved for issuance under the 1994 Gart
Sports Company Management Equity Plan.
(3) Pursuant to Rule 429(b), an additional 1,691,773 shares of common stock
registered on Form S-8 (Registration No. 333-43997), as filed with the
Securities and Exchange Commission on January 8, 1998, are carried
forward to this Registration Statement on Form S-8/S-3. The registration
fee of $5,057.92 was previously paid.
EXPLANATORY NOTE: This Registration Statement on Form S-8/S-3 ("Registration
Statement") is being filed pursuant to General Instruction E to Form S-8 for the
purpose of registering 250,000 additional shares of Common Stock, which are
authorized to be issued under the Gart Sports Company 1994 Management Equity
Plan and are of the same class of Common Stock for which a registration
statement on Form S-8 (Registration No. 333-43997) relating to the Gart Sports
Company 1994 Management Equity Plan and three other stock option plans is
effective. Pursuant to Rule 429, this Registration Statement and Resale
Prospectus are intended to cover the 250,000 additional shares authorized to be
issued under the Gart Sports Company 1994 Management Equity Plan and up to
1,691,773 shares previously registered by the Registration Statement on Form S-8
(Registration No. 333-_43997), which was filed with the Securities and Exchange
Commission on January 9, 1998.
<PAGE>
RESALE PROSPECTUS
GART SPORTS COMPANY
Up to 1,941,773 Shares of Common Stock
Which the Selling Stockholders May Resell Under this Prospectus
_______________________
You should read this resale prospectus carefully before you invest. The
stockholders of Gart Sports Company listed below may offer and resell up to
1,941,773 shares of our common stock under this resale prospectus for their own
accounts. Gart Sports Company will not receive any proceeds from the resale of
these shares by the selling stockholders.
We issued these shares to the selling stockholders under the Gart Sports
Company 1994 Management Equity Plan and under three employee benefit plans
initiated by Sportmart, Inc., a company that we acquired in January of 1998: the
Sportmart, Inc. Associate Stock Purchase Plan; the Sportmart, Inc. Directors'
Stock Option Plan; and the Sportmart, Inc. Stock Option Plan
The selling stockholders may offer their common stock through public or
private transactions, at prevailing market prices or at privately negotiated
prices. These future prices are not currently known.
Gart Sports Company common stock is traded on the Nasdaq National Market
under the symbol "GRTS". On September 10, 1999, the last reported sale price for
the common stock on the Nasdaq National Market was $6 1/8 per share.
See "Risk Factors" beginning on page 2 to read about factors you should
consider before buying shares of common stock.
__________________
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
__________________
The date of this prospectus is September 13, 1999.
<PAGE>
Risk Factors
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing our company.
Intense competition in the sporting goods industry could limit our growth and
reduce our profitability.
The market for sporting goods retailers is highly fragmented and intensely
competitive. Our current and prospective competitors include many large
companies that have substantially greater market presence, name recognition,
financial, marketing and other resources than we have. We compete directly or
indirectly with the following categories of companies:
. established companies including large format sporting goods stores,
such as The Sports Authority, Oshman's and Jumbo Sports;
. traditional sporting goods stores and chains, such as Big 5;
. specialty sporting goods shops and pro shops, such as Pro Golf
Discount, Foot Locker and REI;
. mass merchandisers, discount stores, department stores and warehouse
clubs such as Kmart, Wal-Mart and Price/Costco; and
. Internet and catalog retailers, such as ShopSports.com, fogdog.com,
LLBean, Eddie Bauer and Land's End.
Increased competition in markets in which we have stores, the adoption by
competitors of innovative store formats, pricing strategies and retail sales
methods, such as the Internet, or the entry of new competitors or the expansion
of operations by existing competitors in our markets could cause us to lose
market share and could have a material adverse effect on our business, financial
condition and results of operations.
Rising real estate costs and other factors could adversely affect our ability
to secure additional retail store sites and severely limit our growth
opportunities.
If additional retail store sites are unavailable, we may not be able to
carry out a significant part of our growth strategy. Our plans to increase the
number of our retail stores will depend in part on the availability of existing
retail stores or store sites. We cannot assure you that stores or sites will be
available to us for purchase or lease, or that they will be available on terms
acceptable to us. Rising real estate costs and construction and development
costs could also inhibit our ability to grow. If we are unable to grow our
retail business, our financial performance could be adversely affected.
We face competition from Internet retailers, which may have a cost advantage and
reach a broader market.
We currently do not have an Internet-based sales channel and face growing
competition from Internet-based retailers. Because Internet-based retailers do
not operate retail stores, they may enjoy an overall operating cost advantage.
If we fail to develop an Internet-based sales channel and the Internet continues
to expand, our market share may decline and our operating results may suffer.
If we are unable to predict or react to changes in consumer demand, we may lose
customers and our sales may decline.
Our success depends on our ability to anticipate and respond in a timely
manner to changing consumer demand and preferences regarding sporting goods. Our
products must appeal to a broad range of consumers whose preferences cannot be
predicted with certainty and are subject to change.
2
<PAGE>
We often make commitments to purchase products from our vendors several months
in advance of proposed delivery. If we misjudge the market for our merchandise,
we may overstock unpopular products and be forced to take significant inventory
markdowns, which may have a negative impact on our profitability.
We have a significant amount of debt that could adversely affect our business
and growth prospects.
At July 31, 1999, we had approximately $146 million of long-term debt. This
additional debt could have significant adverse effects on our business. Our
debt:
. makes it more difficult for us to obtain additional financing on
favorable terms;
. requires us to dedicate a substantial portion of our cash flows from
operations to the repayment of our debt and the interest on our debt;
. limits our ability to capitalize on significant business
opportunities;
. makes us more vulnerable to economic downturns;
. limits our ability to exploit business opportunities and to withstand
competitive pressures; and
. contains certain covenants which restrict our ability to operate our
business.
If we are unable to generate sufficient cash flows from operations in the
future, we may have to refinance all or a portion of our debt or obtain
additional financing. We cannot assure you that we could obtain refinancing or
additional financing on acceptable terms or that we will be able to operate at a
profit.
We are subject to an income tax contingency that could have a material adverse
impact on our liquidity.
In July 1997, the Internal Revenue Service ("IRS") proposed adjustments to
our 1992 and 1993 consolidated federal income tax returns and the returns of our
former parent, currently known as Thrifty PayLess Holdings, Inc. ("Thrifty"), in
conjunction with an IRS examination of Thrifty. The proposed adjustments relate
to the manner in which LIFO inventories were characterized on Thrifty's tax
returns. We were a wholly-owned indirect subsidiary of Thrifty until April 20,
1994 and were responsible for our share of Thrifty's taxes on a separate return
basis under a tax sharing agreement with Thrifty. In 1992 and 1993, we recorded
approximately $9.7 million as a long-term net deferred tax liability for the tax
effect of the LIFO inventory basis difference. The IRS has asserted that this
basis difference should be reflected in taxable income in 1992 and 1993. We
believe that the inventory acquired in connection with the acquisition of
Thrifty was appropriately allocated to its inventory pools. The IRS has
asserted the inventory was acquired at a bargain purchase price and should be
allocated to a separate inventory pool and liquidated as inventory turns.
Based on our discussions with Thrifty, we believe the potential accelerated
tax liability, which could have a negative effect on our liquidity in the near
term, ranges from approximately $2.5 million to $9.7 million. The range of loss
from possible assessed interest charges resulting from proposed adjustments by
the IRS range from approximately $760,000 to $3.3 million. As we believe that no
amount is more probable than another within the range, the minimum interest
exposure of $760,000 has been accrued in the our consolidated financial
statements. No penalties are expected to be assessed relating to this matter. As
of August 1999, the LIFO inventory and other associated temporary differences
continue to be classified as long-term net deferred tax liabilities as we do not
believe the matter will be resolved within a year.
3
<PAGE>
While we believe that we have adequately provided for any liability that
may arise from this matter, we may incur additional liability beyond the amounts
recorded. The actual liability that may arise from the matter could have a
material adverse effect on our liquidity, which could have a material adverse
effect on our business, financial condition and operating results.
We may be subject to product liability lawsuits; our insurance may not be
sufficient to cover damages.
We may be subject to lawsuits resulting from injuries associated with the
use of sporting goods equipment that we sell or lease. There is a risk that
claims or liabilities may exceed our insurance coverage. Moreover, we may be
unable to retain adequate liability insurance in the future. Although we have
entered product liability indemnity agreements with many of our vendors, we
cannot be sure that we will be able to collect sufficient payments to offset
product liability losses. We are subject to regulation by the Consumer Product
Safety Commission and similar state regulatory agencies. If we fail to comply
with government and industry safety standards, we may be subject to claims,
lawsuits, fines and adverse publicity that could have a material adverse effect
on our business and results of operations.
If our suppliers and distributors do not provide us with sufficient quantities
of products, our sales and profitability will suffer.
We purchase merchandise from over 1,000 vendors. In fiscal 1998, Nike
represented approximately 13.4% of our total purchases. Although no other
vendor represented more than 5% of total purchases, our dependence on principal
suppliers involves risk. If there is a disruption in supply from a principal
supplier or distributor, we may be unable to obtain the merchandise we desire to
sell. Moreover, many of our suppliers provide us with incentives, such as
return privileges, volume purchasing allowances and cooperative advertising. A
decline or discontinuation of these incentives could reduce our profits. We
believe that a significant portion of the products we purchase, including those
purchased from domestic suppliers, are manufactured abroad. Interruptions or
delays in imports could cause shortages in our inventory and a decline in our
sales.
Our business is highly seasonal, and our annual results are highly dependent on
the success of our winter selling season.
Our business is highly seasonal in nature, with our highest sales and
operating profitability historically occurring during the fourth fiscal quarter,
which includes the holiday selling season. This seasonality is also due, in
part, to our strong sales of cold weather sporting goods and apparel. Fourth
quarter activity comprised 33.8% of fiscal 1997 net sales and 29.0% of fiscal
1998 net sales, and 80.8% of fiscal 1997 operating income and 263.4% of fiscal
1998 operating income. Any decrease in fourth quarter sales, whether due to a
slow holiday selling season, poor snowfall in ski areas near our markets or
otherwise, could have a material adverse effect on our business, financial
condition and operating results for the entire fiscal year.
Because our business is seasonal, quarterly volatility may cause volatility or a
decline in the price of our securities.
The seasonal nature of our business, unanticipated fluctuations in demand
and inventory imbalances may cause our operating results to vary significantly
from quarter to quarter. This could lead to volatility or significant declines
in the market price of our stock.
4
<PAGE>
Adverse weather and general economic conditions could have a significant adverse
effect on our business.
Because our business is subject to weather conditions in our retail
markets, particularly in the Midwest and Western Mountain regions, our results
may be unexpectedly and adversely affected. Poor mountain snowfall in the
winter months, such as that in the winter of 1998-1999, could have a material
adverse effect on our sales and earnings and could adversely impact our ability
to make scheduled interest payments on our debt. General economic factors in
the regions we operate in are beyond our control and also may have a material
adverse effect on our performance, including the following:
. interest rates and inflation;
. economic recession;
. consumer credit availability;
. consumer debt levels;
. tax rates and tax policy;
. unemployment trends; and
. other matters that influence consumer confidence and spending.
Increasing volatility in financial markets may cause these factors to change
with a greater degree of frequency and magnitude.
Labor conditions and wage rates may have a material adverse impact on our
performance.
If we cannot attract and retain quality employees, our business will
suffer. Many of our employees are in entry level or part-time positions with
historically high rates of turnover. We may be unable to meet our labor needs
and control our costs due to external factors such as unemployment levels,
minimum wage legislation and wage inflation.
Our economic interests may conflict with those of former Sportmart officials.
We lease properties from various entities that are owned by two of our
directors, Messrs. Larry and Andrew Hochberg, and other former Sportmart
directors, officers and principal stockholders. We have advanced funds to these
entities and, in connection with the Sportmart acquisition, we guaranteed
Sportmart's obligations under these leases. These guarantees could result in
conflicts of interest for us and two of our directors and other former Sportmart
officials in situations where our interests differ.
Because one stockholder owns a controlling interest in Gart Sports, you may be
unable to exercise control over major corporate decisions or to realize a
premium return.
As of August 31, 1999, Green Equity Investors, L.P. holds approximately 61%
of our issued and outstanding common stock. Accordingly, Green Equity Investors
can influence all matters that require stockholder approval. Green Equity
Investors may adopt amendments to our Certificate of Incorporation, designate
members of our Board of Directors and decide our business strategy. You may
disagree with Green Equity Investors' business decisions.
As a controlling stockholder, Green Equity Investors also has the power to
approve or reject significant corporate matters, such as mergers, acquisitions
and other change-in-control transactions. Green Equity Investors' controlling
interest could make it more difficult for a third party to acquire us, even if
the acquisition would be beneficial to you.
5
<PAGE>
You may not realize the premium return that the controlling stockholder may
realize in conjunction with corporate takeovers.
Antitakeover provisions in our organizational documents and statutes may prevent
you from realizing a premium return.
Antitakeover provisions in our articles of incorporation, bylaws and
Delaware law may deter unfriendly offers or other efforts to obtain control of
Gart Sports. This could make us less attractive to a potential acquirer and
deprive you of the opportunity to sell your common stock at a premium price.
The value of your common stock may decrease if other security holders sell their
common stock.
We have 7,659,312 shares of common stock outstanding as of August 31, 1999.
This resale prospectus allows selling stockholders to resell up to 1,941,773
shares of common stock for immediate resale. Moreover, a significant number of
the remaining shares are eligible for resale. Some of our stockholders have the
right to require us to register their common stock. The future sale of a
substantial number of shares of common stock or the perception that a sale could
occur could adversely affect the market price of your common stock.
We have granted a significant number of stock options to our employees in
order to reward performance and encourage retention. We plan to issue
additional options in the future. If any of these securities are exercised or
converted, you may experience significant dilution in the market value and
earnings per share of your common stock.
Loss of key executives, especially John Douglas Morton, our Chief Executive
Officer and Chairman of the Board, could have a material adverse affect on our
business.
Our success depends on the continued services of our senior management,
particularly John Douglas Morton, our Chairman of the Board, President and Chief
Executive Officer. We do not have employment agreements with any of our senior
executives. Furthermore, we do not maintain "key man" life insurance on any of
our officers. If we lose key senior management, our business could be adversely
affected.
Failure to address the Year 2000 problem could have a material adverse effect on
our business
Under the most reasonably likely worst case scenario, we do not anticipate
more than isolated, temporary disruptions of our operations caused by Year 2000
failures affecting either us or our key merchandise and service vendors. Many of
our vendors manufacture their products overseas and even though their internal
computer systems may be Year 2000 ready, some vendors may experience delays
related to importing goods. Since the majority of products sold by our stores
is brand name merchandise, it will not likely be feasible to replace a vendor
who is experiencing Year 2000 problems with its internal computer systems or who
is unable to deliver its products on a timely basis. If certain of our vendors
are unable to deliver products on a timely basis, we may experience temporary
shortages or outages of those items. Many risks, however, such as the failure to
perform by public utilities, telecommunications providers, and financial
institutions, and the impact of the Year 2000 issue on the national and global
economies, are outside the control of Gart Sports and could materially and
adversely affect our business operations and financial condition. While we have
made significant efforts to address anticipated risks associated with Year 2000
issues, this is an event without precedent. As a result, there can be no
assurance that the Year 2000 issues will not have a material adverse impact on
our financial condition, operating results and business.
6
<PAGE>
Warning Regarding Forward-Looking Statements
This prospectus and information incorporated by reference contain forward-
looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements deal with our current plans and expectations and involve known and
unknown risks and uncertainties. Statements containing terms such as:
. believes
. does not believe
. plans
. expects
. intends
. estimates
. anticipates
and other words or phrases of similar meaning are considered to contain
uncertainty and are forward-looking statements.
No forward-looking statement is a guarantee of future performance. Our
actual results could differ materially from those anticipated in these forward-
looking statements. We make cautionary statements in certain sections of this
prospectus, including in the risk factors identified above, and in materials
incorporated by reference into this prospectus. You should read these
cautionary statements as being applicable to all related forward-looking
statements, wherever they appear in this prospectus, in the materials referred
to in this prospectus, in the materials incorporated by reference into this
prospectus, or in our press releases. You should not place undue reliance on
any forward-looking statement.
Gart Sports Company
Highlights of Our Company
Gart Sports Company is one of the leading sporting goods retailers in the
Midwest and western United States and the leading full-line sporting goods
retailer in the Rocky Mountain region in terms of sales and number of stores.
Founded in 1928, we operate 128 stores in Colorado, Utah, Illinois, California,
Minnesota, Ohio, Wisconsin, Oregon, Iowa, Idaho, Wyoming, New Mexico, Montana
and Washington. We operate through our wholly-owned subsidiaries, Gart Bros.
Sporting Goods Company and Sportmart, Inc.
General Information and Web Site Address
We incorporated under Delaware General Corporate Law in 1993. Our principal
offices are located at 1001 Lincoln Avenue, Denver, Colorado 80203. Our
telephone number is (303) 861-1122. For more information, please refer to our
web site at www.gartsports.com. Our web site is not a part of this resale
prospectus.
7
<PAGE>
Selling Stockholders
The following table shows, as of August 31, 1999:
. the name of each selling stockholder;
. how many shares the selling stockholder beneficially owns;
. how many shares the selling stockholder can resell under this
prospectus; and
. assuming a selling stockholder sells all shares listed next to his or
her name, how many shares the selling stockholder will beneficially
own after completion of the offering.
We may amend or supplement this prospectus from time to time in the future to
update or change this list of selling stockholders and shares that may be
resold.
8
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Maximum Number of Shares Beneficially
Owned Prior to Shares that may be Owned After Offering
Offering(1) Resold in this Offering(2)
<S> <C> <C> <C>
Selling Stockholder
John Douglas Morton 162,000 432,000 -0-
Thomas Hendrickson 30,951 149,314 -0-
Arthur S. Hagan 42,600 82,000 -0-
Greg Waters 4,000 73,000 -0-
Thomas B. Nelson 31,600 69,750 -0-
Kenneth T. Snyder 31,600 46,000 -0-
Michael McCaghren -0- 15,000 -0-
Thomas Wildenberg -0- 10,000 -0-
Nesa E. Hassanein -0- 22,500 -0-
Gordon Barker 3,857 13,857 (3) 1,000
Peter R. Formanek 57,026 13,809 (3) 53,217 (4)
Andrew Hocherg 257,930 1,845 (3) 256,085 (5)
Larry Hochberg 505,166 1,845 (3) 503,321 (6)
Other (7) 164,447 482,835 3,637
Total 1,291,177 1,413,755 817,260
</TABLE>
_________________________
(1) We have calculated the number of shares each selling stockholder
"beneficially owns" in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934. Beneficial ownership, as defined in Rule 13d-3, does not
necessarily indicate beneficial ownership for any other purpose. Under Rule 13d-
3, a person beneficially owns all shares that they have either sole or shared
voting power or sole or shared investment power, as well as shares which they
have the right to acquire within 60 days of August 31, 1999 (i.e., on or before
October 30, 1999).
9
<PAGE>
(2) The maximum number of shares that may be resold in this offering includes
those shares acquired or that may be acquired through stock options and
restricted shares granted under our 1994 Management Equity Plan, the Sportmart,
Inc. Associate Stock Purchase Plan, the Sportmart, Inc. Directors' Stock Option
Plan and the Sportmart, Inc. Stock Option plan.
(3) Each of the non-employee, non-affiliate directors of Gart Sports are
entitled to receive $25,000 per year, payable quarterly in shares of restricted
stock granted under the 1994 Management Equity Plan, as compensation for serving
as directors. Such restricted shares are valued as of the last trading day of
the fiscal quarter in which a Board meeting occurs and are granted to a director
only if the director attends a Board meeting during the applicable quarter. The
restricted shares granted to directors as compensation for serving in that
capacity vest immediately.
(4) The number of shares beneficially owned by Mr. Formanek following the
offering would be less than 1% of the shares outstanding as of August 31, 1999.
(5) The number of shares beneficially owned by Mr. Andrew Hochberg following
the offering would be approximately 3.34% of the shares outstanding as of August
31, 1999.
(6) The number of shares beneficially owned by Mr. Larry Hochberg following the
offering would approximately 6.50% of the shares outstanding as of August 31,
1999.
(7) Includes all non-affiliates who hold options to purchase shares of common
stock or shares of restricted stock under the Plan.
Plan of Distribution
The selling stockholders have advised us that they intend to sell all or a
portion of the shares offered from time to time in the Nasdaq National Market
and that sales will be made at prices prevailing in the Nasdaq National Market
at the times of sale. The selling stockholders may also make private sales
directly or through brokers who may act as agents or principals. Further, the
selling stockholders may choose to dispose of their shares by gift to a third
party or as a donation to a charitable or other non-profit entity. In
connection with any sales, the selling stockholders and any participating
brokers may be deemed to be underwriters within the meaning of the Securities
Act of 1933.
Any broker-dealer participating as agent for the selling stockholders or
for the purchasers may receive commissions. Broker-dealers may agree with the
selling stockholders to sell a specified number of shares at a stipulated price
per share, and, to the extent such a broker-dealer is unable to do so acting as
agent for the selling stockholders, to purchase as principal any unsold shares
at the price required to fulfill the broker-dealer commitment to the selling
stockholders. Broker-dealers who acquire shares as principal may thereafter
resell such shares from time to time in transactions (which may involve crosses
and block transactions and which may involve sales to and through other broker-
dealers, including transactions of the nature described above), in the over-the-
counter market, in negotiated transactions or otherwise at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
these resales may pay to or receive commissions from the purchasers.
We have advised the selling stockholders that Regulation M promulgated
under the Securities Exchange Act of 1934 may apply to sales in the market and
have informed them of the possible need for delivery of copies of this
prospectus. The selling stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act of 1933.
Any commissions paid or any discounts or concessions allowed to any broker-
dealers, and, if any broker-dealers purchase shares as principal, any profits
received on the resale of shares, may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.
Upon notification by a selling stockholder that any material arrangement
has been entered into with a broker-dealer for the sale of shares through a
cross or block trade, a supplemental prospectus will be filed under Rule 424(c)
under the Securities Act of 1933, setting forth the name of the participating
broker-dealer(s), the number of shares involved, the price at which the shares
were sold by the selling stockholders, the commissions paid or discounts or
concessions allowed by the selling stockholders to such broker-dealer(s), and
where applicable, that the broker-dealer(s) did not conduct any investigation to
verify the information set forth in this resale prospectus.
10
<PAGE>
Any securities covered by this prospectus which qualify for sale pursuant
to Rule 144 and 701 under the Securities Act may be resold under Rule 144 rather
than pursuant to this prospectus. In general, under Rule 144 as currently in
effect, a person (or persons whose shares are aggregated), including any person
who may be deemed to be our "affiliate", is entitled to sell within any three
month period "restricted shares" beneficially owned by him or her in an amount
that does not exceed the greater of (i) 1% of the then outstanding shares of
common stock or (ii) the average weekly trading volume in shares of common stock
during the four calendar weeks preceding such sale, provided that at least one
year has elapsed since such shares were acquired from us or our affiliate.
Sales are also subject to certain requirements as to the manner of sale, notice
and availability of current public information regarding us. However, a person
who has not been our "affiliate" at any time within three months prior to the
sale is entitled to sell his or her shares without regard to the volume
limitations or the other requirements of Rule 144, provided that at least one
year has elapsed since the shares were acquired from us or our affiliate. In
general, under Rule 701 as currently in effect, any employee, consultant or
advisor of us who purchases shares from us in connection with a compensatory
stock or option plan or other written agreement related to compensation is
eligible to resell these shares in reliance on Rule 144, but without compliance
with certain restrictions contained in Rule 144.
Information Incorporated by Reference
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the selling stockholders sell all of their common
stock:
. Annual Report on Form 10-K for the year ended January 30, 1999;
. Quarterly Report on Form 10-Q for the fiscal quarter ended May 1,
1999;
. Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
1999;
. Definitive Proxy Statement on Schedule 14A, filed May 14, 1999;
. Registration Statement on Form S-8, filed January 9, 1998; and
. The description of our common stock contained in our registration
statement on Form 8-A, filed December 16, 1997.
We have also filed a registration statement on Form S-8/S-3 with the SEC
under the Securities Act of 1933. This prospectus does not contain all of the
information set forth in the registration statement. You should read the
registration statement for further information about our company and the common
stock. You may request a copy of these filings at no cost. Please direct your
requests to:
General Counsel
Gart Sports Company
1001 Lincoln Boulevard
Denver, Colorado 80203
(303) 861-1122
11
<PAGE>
You may also want to refer to our web site at www.gartsports.com. Our web
site is not a part of this resale prospectus.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of the common stock in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front page of those documents.
Where You Can Find More Information Regarding Gart Sports Company
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at www.sec.gov. You may also read and copy any
document we file at the SEC's Public Reference Rooms in Washington, D.C., New
York, New York and Chicago, Illinois. The Public Reference Room in Washington,
D.C. is located at 450 Fifth Street, N.W. Please call the SEC at 1-800-SEC-0330
for further information on the Public Reference Rooms.
Our common stock is listed on the Nasdaq National Market. Reports, proxy
statements and other information concerning our company can be reviewed at the
Nasdaq Stock Market, 1735 "K" Street, NW, Washington, DC 20006.
Indemnification and the SEC's Position on Enforceability
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers. Under certain circumstances, this may include indemnification for
liabilities arising under the Securities Act of 1933 as well as for expenses
incurred in that regard. Our Certificate of Incorporation and Bylaws provide
for the indemnification of our present and former directors, officers, employees
and agents to the maximum extent permitted by the Delaware General Corporation
Law. We have also entered into, or will enter into, indemnification agreements
with our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that, in the opinion
of the SEC, indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
12
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Risk Factors..................................................................... 2
Warning Regarding Forward Looking Statements..................................... 7
Gart Sports Company.............................................................. 7
Recent Developments.............................................................. 8
Selling Stockholders............................................................. 8
Plan of Distribution............................................................. 10
Information Incorporated by Reference............................................ 11
Where You Can Find More Information Regarding Gart Sports Company................ 12
Indemnification and SEC's Position on Enforceability............................. 12
</TABLE>
COMMON STOCK,
$.01 PAR VALUE
GART SPORTS COMPANY
PROSPECTUS
SEPTEMBER 13, 1999
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
are incorporated by reference into this Registration Statement:
. Annual Report on Form 10-K for the year ended January 31, 1999;
. Quarterly Report on Form 10-Q for the fiscal quarter ended May 1,
1999;
. Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
1999;
. Registration Statement on Form S-8, filed on January 9, 1998;
. Definitive Proxy Statement, filed May 14, 1999; and
. The description of our common stock contained in our registration
statement on Form 8-A, filed December 16, 1997.
In addition, all documents filed by Gart Sports Company (the "Company")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 after the date of this registration statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated in this registration statement by reference
and to be a part hereof from the date of filing of such documents. Any statement
contained 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 a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.
The Company undertakes to provide without charge to each person who has
received a copy of a prospectus to which this registration statement relates,
upon the written or oral request of any such person, a copy of any or all the
documents that have been or may be incorporated by reference into this
registration statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference). The Company further undertakes
to deliver or cause to be delivered to all participants who have an interest in
the Company's common stock through a Company sponsored stock option plan (and
any other participants who request such information orally or in writing) who do
not otherwise receive such material, copies of all reports, proxy statements and
other communications distributed by the Company to its stockholders generally,
no later than the time such materials are first sent to its stockholders.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Officers and Directors.
Gart Sports Company's Amended and Restated Certificate of Incorporation
(the "Certificate") provides that no director shall be liable personally to the
company or its stockholders for monetary damages for breach of fiduciary duty as
a director, provided that, the Certificate does not eliminate the liability of a
director for (i) any breach of the director's duty of loyalty to the company or
its stockholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) acts or omissions in
respect to certain unlawful dividend payments or stock redemptions or
repurchases; or (iv) any transaction from which such director derives improper
personal benefit. The effect of this provision is to eliminate the rights of
the company and its stockholders (through stockholders' derivative suits on
behalf of the company) to recover monetary damages against a director for breach
of the fiduciary duty of care as a director (including breaches resulting from
negligent to grossly negligent behavior) except in the situations described in
clauses (i) through (iv) above. The limitations summarized above, however, do
not affect the ability of the company or its stockholders to seek non-monetary
based remedies, such as an injunction or rescission, against a director for
breach of his fiduciary duty. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or
persons controlling the company pursuant to the foregoing provisions, the
company has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
The Certificate and the company's Amended and Restated Bylaws (the
"Bylaws") provide that the company shall indemnify and advance expenses to the
currently acting and former directors, officers, employees and agents of the
company or another corporation, partnership, joint venture, trust, association
or other enterprise if serving at the request of the company arising in
connection with their acting in such capacities. In addition, Section 145 of the
Delaware General Corporation Law permits the company to indemnify an officer or
director who was or is a party or is threatened to be made a party to any
proceeding because of his or her position, if the officer or director acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interest of the company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The Sportmart, Inc Stock Option Plan provides that the company will
indemnify the company's directors, the Plan Committee and the company's officers
and agents for liabilities incurred with respect to their administration of such
Plan.
Item 7. Exemption from Registration Claimed.
The restricted securities not acquired under a registration statement filed
under the Act which are to be reoffered or resold pursuant to this registration
statement were originally issued by the company to the Selling Stockholders, who
at the time of issuance were officers or key employees of the company, pursuant
to the exemptions from registration provided by Sections 4(2) of the Securities
Act of 1933 or Rule 701, as promulgated by the Securities and Exchange
Commission under Section 3(b) of the Securities Act of 1933. Each of the
Selling Stockholders had access to adequate information prior to his purchase of
stock as a result of a business relationship with the company. In addition, at
the time of purchase, each Selling Stockholder represented that he was acquiring
such securities for his own account for investment, without any present
intention of selling or further distributing the same.
II-2
<PAGE>
Item 8. Exhibits.
Exhibit
-------
Number Description of Document
------ -----------------------
4.1 Gart Sports Company 1994 Management Equity Plan (incorporated
herein by reference to the Company's 1999 Definitive Proxy
Statement on Schedule 14A, File Number 000-23515, as filed with the
SEC on April 29, 1999).
4.2 Sportmart, Inc. Associate Stock Purchase Plan (incorporated herein
by reference to Exhibit 10.19 to Sportmart Inc.'s Report on Form
10-K, File Number 000-20672, as filed with the SEC on April 29,
1993).
4.3 Sportmart, Inc. Directors' Stock Option Plan (incorporated herein
by reference to Exhibit 10.1 to Sportmart, Inc.'s Registration
Statement on Form S-1, File Number 33-50726).
4.4 Sportmart, Inc. Stock Option Plan (incorporated herein by reference
to Exhibit 10.1 to Sportmart, Inc.'s Registration Statement on Form
S-1, File Number 33-50726).
4.5 Amended and Restated Certificate of Incorporation of the Company
(incorporated herein by reference to the Company's Registration
Statement on Form S-4, File Number 333-42355).
4.6 Amended and Restated Bylaws of the Company (incorporated herein by
reference to the Company's Registration Statement on Form S-4, File
Number 333-42355).
5.1 Opinion of Nesa E. Hassanein, General Counsel of Gart Sports
Company
23.1 Consent of KPMG LLP.
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;
(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 end 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 a 20% 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 paragraphs (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 Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
II-3
<PAGE>
(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.
(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 section 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 1934 Act)
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.
(c) 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 foregoing 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 the Securities Act
of 1933 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 director, 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-4
<PAGE>
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/S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Denver, state of Colorado, on September 13, 1999.
GART SPORTS COMPANY
By: /s/ JOHN DOUGLAS MORTON
-----------------------------------
Name: John Douglas Morton
Title: Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/s/ JOHN DOUGLAS MORTON Chairman of the Board, September 13, 1999
- ---------------------------
John Douglas Morton President and Chief Executive
Officer (Principal Executive
Officer)
/s/ THOMAS T. HENDRICKSON Executive Vice President, September 13, 1999
- ---------------------------
Thomas T. Hendrickson Chief Financial Officer and
Treasurer (Principal
Financial and Accounting
Officer)
/s/ JONATHAN D. SOKOLOFF Director September 9, 1999
- ---------------------------
Jonathan D. Sokoloff
/s/ JONATHAN SEIFFER Director September 9, 1999
- ---------------------------
Jonathan Seiffer
/s/ PETER R. FORMANEK Director September 9, 1999
- ---------------------------
Peter R. Formanek
/s/ GORDON BARKER Director September 9, 1999
- ---------------------------
Gordon Barker
/s/ LARRY HOCHBERG Director September 13, 1999
- ---------------------------
Larry Hochberg
/s/ ANDREW HOCHBERG Director September 13, 1999
- ---------------------------
Andrew Hochberg
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
Number Description of Document
- ------ -----------------------
4.1 Gart Sports Company 1994 Management Equity Plan (incorporated herein
by reference to the Company's 1999 Definitive Proxy Statement on
Schedule 14A, File Number 000-23515, as filed with the SEC on April
29, 1999).
4.2 Sportmart, Inc. Associate Stock Purchase Plan (incorporated herein by
reference to Exhibit 10.19 to Sportmart Inc.'s Report on Form 10-K,
File Number 000-20672, as filed with the SEC on April 29, 1993).
4.3 Sportmart, Inc. Directors' Stock Option Plan (incorporated herein by
reference to Exhibit 10.1 to Sportmart, Inc.'s Registration Statement
on Form S-1, File Number 33-50726).
4.4 Sportmart, Inc. Stock Option Plan (incorporated herein by reference
to Exhibit 10.1 to Sportmart, Inc.'s Registration Statement on Form
S-1, File Number 33-50726).
4.5 Amended and Restated Certificate of Incorporation of the Company
(incorporated herein by reference to the Company's Registration
Statement on Form S-4, File Number 333-42355).
4.6 Amended and Restated Bylaws of the Company (incorporated herein by
reference to the Company's Registration Statement on Form S-4, File
Number 333-42355).
5.1 Opinion of Nesa E. Hassanein, General Counsel of Gart Sports Company.
23.1 Consent of KPMG LLP.
<PAGE>
Exhibit 5.1
September 13, 1999
The Board of Directors
Gart Sports Company
1001 Lincoln
Denver, CO 80203
At your request, I have examined the Registration Statement on Form S-8/S-3
(the "Registration Statement") filed today with the Securities and Exchange
Commission by Gart Sports Company, a Delaware corporation (the "Company"), in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of 1,941,773 shares (the "Shares") of the Company's Common Stock,
par value $.01 per share, to be issued under the Plans (as defined in the
Registration Statement).
In connection with this opinion, I have examined such documents,
certificates, instruments and other records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein. In my examination, 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 original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such copies.
Additionally, I have examined such questions of law and fact as have considered
necessary or appropriate for purposes of this opinion.
Based upon the foregoing, it is my opinion that all of the Shares have been
duly authorized, and when issued and delivered in accordance the terms of the
appropriate Plan, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GART SPORTS COMPANY
/s/ Nesa E. Hassanein
Nesa E. Hassanein
General Counsel
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Gart Sports Company:
We consent to incorporation by reference in the registration statement on Form
S-8/S-3 of Gart Sports Company of our report dated March 11, 1999, relating to
the consolidated balance sheets of Gart Sports Company and subsidiaries as of
January 30, 1999, January 31, 1998 and January 3, 1998, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the 52 week period ended January 30, 1999, the 28 day period ended January 31,
1998, and the 52 week periods ended January 3, 1998 and January 4, 1997, which
report appears in the January 30, 1999 annual report on Form 10-K of Gart Sports
Company.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
September 10, 1999
