As filed with the Securities and Exchange Commission
on August 4, 2000
Registration No. 333-___
_____________________________________________________________________
_____________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________________________
RAWLINGS SPORTING GOODS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1674348
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
1859 Intertech Drive, Fenton Missouri 63026
(Address of Principal Executive Offices) (Zip Code)
RAWLINGS SPORTING GOODS COMPANY, INC.
1994 LONG-TERM INCENTIVE PLAN;
RAWLINGS SPORTING GOODS COMPANY, INC.
2000 NON-EMPLOYEE DIRECTORS' STOCK PLAN;
AND
AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH STEPHEN M. O'HARA
(Full title of the plan)
Stephen M. O'Hara
Chairman, President and Chief Executive Officer
1859 Intertech Drive, Fenton, Missouri 63026
(Name and address of agent for service)
(636) 349-3500
(Telephone number, including area code, of agent for service)
Please send copies of all correspondence to:
Stinson, Mag & Fizzell, P.C.
100 South Broadway, Suite 700
St. Louis, Missouri 63102
Attention: Thomas B. Kinsock, Esq.
(314) 259-4500
_____________________________________________________________________
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<PAGE>
CALCULATION OF REGISTRATION FEE
PROPOSED
TITLE OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO MAXIMUM AGGREGATE REGISTRA-
TO BE BE OFFERING PRICE OFFERING TION
REGISTERED REGISTERED <F1> PER SHARE <F2> PRICE <F2> FEE <F3>
Common Stock 975,000 shares $5.75 $5,606,250 $1,480.05
$0.01 par
value
_____________________________________________________________________
_____________________________________________________________________
<F1> Represents the maximum number of additional shares of Common Stock
(500,000) available for issuance under the Rawlings Sporting Goods
Company, Inc. 1994 Long Term Incentive Plan, the maximum number of
shares (450,000) available for issuance under the Amended and
Restated Employment Agreement between Rawlings Sporting Goods
Company, Inc. and Stephen M. O'Hara, dated as of January 7,
2000, and the maximum number of shares (25,000) available for
issuance under the Rawlings Sporting Goods Company, Inc. 2000
Non-Employee Directors' Stock Plan. The Registrant previously
filed with the Securities and Exchange Commission on September 14,
1994, a Registration Statement on Form S-8 (Reg. No. 33-83958)
relating to securities offered under the 1994 Long-Term Incentive
Plan. Includes, for each share of Common Stock, one attached share
purchase right, pursuant to the Registrant's Rights Agreement,
dated as of July 1, 1994, as amended.
<F2> Pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933,
the proposed maximum offering price and registration fee are based
on the bid and asked prices per share of the Registrant's Common Stock
as reported on the Nasdaq National Market System on July 31, 2000.
<F3> The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act of 1933 as follows: 0.0264% of $5,606,250, the
Proposed Maximum Aggregate Offering Price of the shares of stock
registered hereby.
_____________________________________________________________________
_____________________________________________________________________
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of
Form S-8 is omitted from this filing in accordance with the
provisions of Rule 428 under the Securities Act of 1933 and
the introductory note to Part I of Form S-8. The documents
containing the information specified in Part I will be
delivered to the participants in the plans covered by this
registration statement as required by Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with
the Securities and Exchange Commission are incorporated
herein by reference:
(a) The Registrant's latest annual report on Form 10-K
filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act since the end of
the fiscal year covered by the annual report referred to in
(a) above; and
(c) The description of the Registrant's common stock
which is contained in the registration statement filed by
the Registrant under Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities offered hereby
have been sold or that deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part
hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference
herein and filed prior to the filing hereof shall be deemed
to be modified or superseded for purposes of this
registration statement to the extent that a statement
contained herein modifies or supersedes such statement, and
any statement contained herein or in any other document
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 in any
other subsequently filed document that also is incorporated
by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a
part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM. 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") empowers a Delaware corporation to
indemnify any person who was or is a party to or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of
the fact that such person is or was a director, officer,
employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may
include expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit
or proceeding, provided that such person acted in good faith
and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was
unlawful.
A Delaware corporation may indemnify directors,
officers, employees and other agents of such corporation in
an action by or in the right of the corporation under the
same conditions, except that no indemnification shall be
made if such person is adjudged to be liable to the
corporation. Where a director or officer of the corporation
is successful on the merits or otherwise in the defense of
any action, suit or proceeding referred to in this Item 6 or
in defense of any claim, issue or matter herein, the
corporation must indemnify such person against the expenses
(including attorney's fees) which he or she actually and
reasonably incurred in connection therewith.
Our By-Laws require us to indemnify each of our
directors and officers to the fullest extent permitted by
law, subject to certain exceptions, in connection with any
actual or threatened action or proceeding arising out of his
or her service to us or to other organizations at our
request.
As permitted by Section 102(b)(7) of the DGCL, our
Certificate of Incorporation also contains a provision
eliminating the personal liability of a director to Rawlings
Sporting Goods Company, Inc., or our shareholders for
monetary damages for breach of fiduciary duty as a director,
subject to certain exceptions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this
registration statement or incorporated by reference herein.
EXHIBIT
NUMBER DESCRIPTION
4.1 Rawlings Sporting Goods Company, Inc. 1994
Long-Term Incentive Plan, as amended.
4.2 Amended and Restated Employment Agreement between
the Registrant and Stephen M. O'Hara, dated as of January 7,
2000.
4.3 Rawlings Sporting Goods Company, Inc. 2000 Non-
Employee Directors' Stock Plan.
<PAGE>
4.4 Rights Agreement dated as of July 1, 1994,
between the Registrant and Boatmen's Trust Company
as Rights Agent, included as Exhibit 4.1 to the
Registrant's Form 10-Q for the quarter ended June
30, 1994, is hereby incorporated by reference.
4.5 Amendment of Rights Agreement dated November
21,1997, between the Registrant, Boatmen's Trust
Company and ChaseMellon Shareholder Services,
L.L.C, included as Exhibit 4.2 to the Registrant's
Form 8-K dated November 21, 1997 is hereby
incorporated herein by reference.
4.6 Second Amendment to Rights Agreement dated as
of April 19, 1999, by and between the Registrant
and ChaseMellon Shareholder Services, L.L.C. as
Rights Agent, included as Exhibit 4.1 to the
Registrant's Form 8-K filed on April 30, 1999, is
hereby incorporated by reference.
5.1 Opinion of Stinson, Mag & Fizzell, a
professional corporation.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Stinson, Mag & Fizzell, a professional
corporation (included in Exhibit 5.1).
24 Power of Attorney (included on the signature page
of this registration statement).
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) to reflect in the prospectus any
facts or events arising after the effective
date of this registration statement (or the
most recent post-effective amendment hereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this registration
statement. Notwithstanding the foregoing,
any increase or decrease in the 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 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective registration statement;
(iii) to include any material information
with respect to the plan of distribution not
previously disclosed in this registration
statement or any material change to such
information in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
<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; and
(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 Securities Exchange Act of
1934) that is incorporated by reference in this 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
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or
paid by a 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 Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of
Fenton, State of Missouri, on June 26, 2000.
RAWLINGS SPORTING GOODS COMPANY, INC.
By:/s/ Stephen M. O'Hara
Stephen M. O'Hara
Chairman and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Rawlings
Sporting Goods Company, Inc., hereby severally and
individually constitute and appoint Stephen M. O'Hara and
Michael L. Luetkemeyer and each of them, the true and lawful
attorneys and agents of each of us to execute in the name,
place and stead of each of us (individually and in any
capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments
necessary or advisable in connection therewith and to file
the same with the Securities and Exchange Commission, each
of said attorneys and agents to have the power to act with
or without the other and to have full power and authority to
do and perform in the name and on behalf of each of the
undersigned every act whatsoever necessary or advisable to
be done in the premises as fully and to all intents and
purposes as any of the undersigned might or could do in
person, and we hereby ratify and confirm our signatures as
they may be signed by our said attorneys and agents and each
of them to any and all such amendments and instruments.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates
indicated.
NAME TITLE DATE
/s/ Stephen M. O'Hara Chairman, June 26, 2000
Stephen M. O'Hara President, Chief
Executive Officer
and Director
(Principal
Executive Officer)
/s/ Michael L. Luetkemeyer Chief Financial June 26, 2000
Michael L. Luetkemeyer Officer (Principal
Financial and
Accounting Officer)
/s/ Andrew N. Baur Director June 26, 2000
Andrew N. Baur
/s/ Linda L. Griggs Director June 26, 2000
Linda L. Griggs
<PAGE>
/s/ W. James Host Director June 26, 2000
W. James Host
/s/ Michael McDonnell Director June 26, 2000
Michael McDonnell
/s/ Robert S. Prather, Jr. Director June 26, 2000
Robert S. Prather, Jr.
/s/ William C. Robinson Director June 26, 2000
William C. Robinson
<PAGE>
FORM S-8
RAWLINGS SPORTING GOODS COMPANY, INC.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
4.1 Rawlings Sporting Goods Company, Inc.
1994 Long-Term Incentive Plan, as
amended.
4.2 Amended and Restated Employment Agreement
between the Registrant and Stephen M. O'Hara,
dated as of January 7, 2000.
4.3 Rawlings Sporting Goods Company, Inc. 2000
Non-Employee Directors' Stock Plan.
4.4 Rights Agreement dated as of July 1,
1994, between the Registrant and
Boatmen's Trust Company as Rights Agent,
included as Exhibit 4.1 to the
Registrant's Form 10-Q for the quarter
ended June 30, 1994, is hereby
incorporated by reference.
4.5 Amendment of Rights Agreement dated
November 21,1997, between the
Registrant, Boatmen's Trust Company and
ChaseMellon Shareholder Services, L.L.C,
included as Exhibit 4.2 to the
Registrant's Form 8-K dated November 21,
1997 is hereby incorporated herein by
reference.
4.6 Second Amendment to Rights Agreement
dated as of April 19, 1999, by and
between the Registrant and ChaseMellon
Shareholder Services, L.L.C. as Rights
Agent, included as Exhibit 4.1 to the
Registrant's Form 8-K filed on April 30,
1999, is hereby incorporated by
reference.
5.1 Opinion of Stinson, Mag & Fizzell, a
professional corporation.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Stinson, Mag & Fizzell, a
professional corporation (included in
Exhibit 5.1).
24 Power of Attorney (included on the signature
page of this registration statement)
<PAGE>
