<PAGE> 1
As filed with the Securities and Exchange Commission on June 20, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
THE FLORSHEIM SHOE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-3520923
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
130 South Canal Street,
Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
THE FLORSHEIM SHOE COMPANY
1994 STOCK OPTION PLAN, AS AMENDED AND RESTATED
THE FLORSHEIM SHOE COMPANY
CHARLES J. CAMPBELL STOCK OPTION PLAN, AS AMENDED AND RESTATED
(Full title of the plans)
CHARLES J. CAMPBELL
Chairman of the Board of Directors, President and Chief Executive Officer
The Florsheim Shoe Company
130 South Canal Street
Chicago, Illinois 60606
(Name and address of agent for service)
(312) 559-2500
(Telephone number, including area code, of agent for service)
-------------------
Copy of all communications to:
PETER S. SARTORIUS
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price aggregate registration fee
per share (2) offering price (2)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value 550,000 shares $5.00 $2,750,000 $948
</TABLE>
(1) Of these shares, 300,000 shares are issuable pursuant to The Florsheim
Shoe Company 1994 Stock Option Plan, as amended and restated (the "1994
Plan") and 250,000 shares are issuable pursuant to The Florsheim Shoe
Company Charles J. Campbell Stock Option Plan, as amended and restated
(the "Campbell Plan", together with the 1994 Plan the "Plans").
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the closing
quotation of Common Stock on June 5, 1996 as reported on the Nasdaq
National Market.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by The Florsheim Shoe Company (the
"Company") with the Securities and Exchange Commission (the "Commission"),
are incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K, for the Fiscal Year Ended December 30,
1995;
(b) Amendment to Annual Report on Form 10-K/A-1 for the Fiscal Year
Ended December 30, 1995;
(c) Current Report on Form 8-K dated March 22, 1996; and
(d) Quarterly Report on Form 10-Q, for the Quarter Ended March 30, 1996.
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement, but prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered by this Registration Statement have
been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration
Statement. Each document incorporated by reference into this Registration
Statement shall be deemed to be a part of this Registration Statement, from
the date of the filing of such document with the Commission until the
information contained therein is superseded or updated by any subsequently
filed document which is incorporated by reference into the Registration
Statement.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document that is also 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 hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement
is registered under Section 12(g) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of the Company as of December 30,
1995 and December 31, 1994 and for the years ended December 30, 1995,
December 31, 1994 and January 1, 1994 are incorporated in this Registration
Statement by reference to the Annual Report on Form 10-K of the Company for
the year ended December 30, 1995 have been audited by KPMG Peat Marwick LLP
("KPMG"), independent auditors, as set forth in their report contained
therein. Such financial statements are, and audited annual financial
statements to be included in subsequently filed documents (to the extent
covered by consents filed with the Commission) will be, so incorporated in
reliance on the report of KPMG pertaining to such financial statements, given
on the authority of said firm as experts in auditing and accounting.
1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of directors and officers under certain circumstances.
Generally such persons must have acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, such
person must also have had no reasonable cause to believe his conduct was
unlawful. In any proceeding by or in the right of the corporation, unless,
and only to the extent, the court in which the proceeding was brought, or the
Delaware Court of Chancery, orders such indemnification. When the director
or officer successfully defends any such civil or criminal proceeding,
indemnification is required. The By-Laws of the Company provide for
indemnification of officers and directors to the extent permitted by the
Delaware General Corporation Law.
The Company's Bylaws permit it to purchase insurance on behalf of any
such person against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability under
the foregoing provision of the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------------------------------------------------------------
<S> <C>
5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
shares being registered.
10.1 The Florsheim Shoe Company 1994 Stock Option Plan, as amended and
restated.
10.2 The Florsheim Shoe Company Charles J. Campbell Stock Option Plan,
as amended and restated.
23.1 Consent of KPMG Peat Marwick LLP, independent accountants.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
24 Power of Attorney (set forth on the signature page of this
Registration Statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
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 to
the Registration Statement) which, individually or in the
aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
2
<PAGE> 4
(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 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 Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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
persons in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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<PAGE> 5
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 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on this
6th day of June, 1996.
THE FLORSHEIM SHOE COMPANY
by: /s/ Larry J. Svoboda
--------------------------
Vice-President, Finance,
Chief Financia Officer Secretary
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of The Florsheim Shoe Company hereby constitutes and appoints
Larry J. Svoboda, his true and lawful attorney-in-fact and agent, for him and
in his name, place and stead, in any and all capacities, to sign this
Registration Statement on Form S-8 under the Securities Act of 1933,
including post-effective amendments and other related documents, and to file
the same with the Securities and Exchange Commission under said Act, hereby
granting power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:
Signature Capacity Date
----------------------- --------------------------- ------------
/s/ Charles J. Campbell Chairman of the Board and June 6, 1996
----------------------- Chief Executive Officer
Charles J. Campbell
/s/ Larry J. Svoboda Vice President, Finance, June 6, 1996
----------------------- Chief Financial Officer and
Larry J. Svoboda Secretary
/s/ Thomas E. Poggensee Controller (Principal June 6, 1996
----------------------- Accounting Officer)
Thomas E. Poggensee
/s/ Bernard Attal Director June 6, 1996
-----------------------
Bernard Attal
/s/ Robert H. Falk Director June 6, 1996
-----------------------
Robert H. Falk
/s/ Michael S. Gross Director June 6, 1996
-----------------------
Michael S. Gross
4
<PAGE> 6
Signature Capacity Date
- ----------------------- -------- ------------
/s/ John J. Hannan Director June 6, 1996
- ---------------------
John J. Hannan
/s/ Joshua J. Harris Director June 6, 1996
- ---------------------
Joshua J. Harris
/s/ John H. Kissick Director June 6, 1996
- ---------------------
John H. Kissick
/s/ Richard B. Loynd Director June 6, 1996
- ---------------------
Richard B. Loynd
/s/ John Madden Director June 6, 1996
- ---------------------
John Madden
/s/ Ronald J. Mueller Director June 6, 1996
- ---------------------
Ronald J. Mueller
/s/ Michael D. Weiner Director June 6, 1996
- ---------------------
Michael D. Weiner
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page Number
- ----------- ----------- -----------
<S> <C> <C>
Opinion of Morgan, Lewis & Bockius LLP as to the legality of
5 the shares being registered.
10.1 The Florsheim Shoe Company 1994 Stock Option Plan, as amended
and restated.
10.2 The Florsheim Shoe Company Charles J. Campbell Stock Option
Plan, as amended and restated.
23.1 Consent of KPMG Peat Marwick LLP, independent accountants.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
24 Power of Attorney (set forth on the signature page of this
Registration Statement).
</TABLE>
6
<PAGE> 1
EXHIBIT 5
June 6, 1996
The Florsheim Shoe Company
130 South Canal Street
Chicago, Illinois 60606
Re: The Florsheim Shoe Company -- Form S-8 Registration Statement Relating to
The Florsheim Shoe Company 1994 Stock Option Plan, as Amended and
Restated, and The Florsheim Shoe Company Charles J. Campbell Stock Option
Plan, as Amended and Restated
Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") for filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder.
The Registration Statement relates to 550,000 shares of Common Stock, without
par value (the "Common Stock"), of The Florsheim Shoe Company (the "Company"),
300,000 shares of which may be issued pursuant to The Florsheim Shoe Company
1994 Stock Option Plan, as Amended and Restated, and 250,000 shares of which
may be issued pursuant to The Florsheim Shoe Company Charles J. Campbell Stock
Option Plan, as Amended and Restated (together, the "Plans"). We have examined
copies of the Company's Restated Certificate of Incorporation, By-Laws,
resolutions adopted by the board of directors and stockholders and such other
documents, and have made such inquiries of the Company's officers, as we have
deemed appropriate. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all items submitted to us as originals, and the
conformity with originals of all items submitted to us as copies.
Based upon the foregoing, it is our opinion that the Company's Common Stock,
when issued and delivered in accordance with the Plans, will be legally issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE> 1
EXHIBIT 10.1
THE FLORSHEIM SHOE COMPANY
1994 STOCK OPTION PLAN
(As Amended and Restated as of March 15, 1996)
1. Objectives of the Plan.
The Florsheim Shoe Company 1994 Stock Option Plan (the "Plan") of The
Florsheim Shoe Company (the "Corporation") is intended to encourage and provide
opportunities for ownership of the Corporation's Common Stock by such key
employees (including officers) of the Corporation and any subsidiaries of the
Corporation as the Board of Directors of the Corporation (the "Board") or a
committee thereof constituted for this purpose may from time to time determine.
The Plan is also intended to provide incentives for such employees to put
forth maximum efforts for the successful operation of the Corporation and its
subsidiaries. By extending to such key employees the opportunity to acquire
proprietary interests in the Corporation and to participate in its success, the
Plan may be expected to benefit the Corporation and its shareholders by making
it possible for the Corporation and its subsidiaries to attract and retain the
best available talent and by providing such key employees with added incentives
to increase the value of the Corporation's stock.
2. Stock Subject to the Plan.
There are reserved for issue under the Plan 800,000 shares of the Common
Stock, without nominal or par value, of the Corporation (the "Shares"). Such
Shares may be, in whole or in part, as the Board shall from time to time
determine, authorized but unissued Shares, or issued Shares which shall have
been reacquired by the Corporation. The maximum number of Shares with respect
to which options may be granted to any individual during any calendar year is
300,000 and the maximum number of Shares with respect to which options may be
granted to any individual during the term of the Plan is 500,000.
3. Administration.
Subject to the express provisions of the Plan, the Plan shall be
administered by the Executive Compensation and Stock Option Committee of the
Board (the "Committee"), and the Committee shall have plenary authority, in its
discretion, to determine the individuals to whom, and the time or times at
which, options, if any, shall be granted, the type of option to be granted
(e.g., incentive or nonqualified) and the number of Shares to be subject to an
option. Subject to the express provisions of the Plan, the Committee shall
also have plenary authority to interpret the Plan, to prescribe, amend and
rescind rules and regulations regarding it, and to take whatever action
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is necessary to carry out the purposes of the Plan. The Committee's
determinations on matters referred to in this Section 3 shall be conclusive.
4. The Committee.
The Committee shall consist of three or more members of the Board. The
Committee shall be appointed by the Board, which may from time to time designate
the number to serve on the Committee, appoint members of the Committee in
substitution for members previously appointed and fill vacancies, however
caused, in the Committee. No member of the Board while a member of the
Committee shall be eligible to receive an option under the Plan. The Committee
shall elect one of its members as its Chairman and shall hold its meetings at
such times and places as it may determine. A majority of the members shall
constitute a quorum. Any determination reduced to writing and signed by all the
members of the Committee shall be fully as effective as if it had been made by a
majority vote at a meeting duly called and held. The Committee may appoint a
secretary, shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable.
5. Eligibility.
Options may be granted only to key employees (which term as used herein
includes officers) of the Corporation and of its subsidiary corporations (the
"subsidiaries) as the term "subsidiary corporation" is defined in Section
424(f) of the Internal Revenue Code of 1986, as amended, (the "Code"). For the
purposes of the Plan the term "employee" shall be an individual with an
"employment relationship" as defined in Section 421 (Treasury Regulation
Section 1.421-7(h)) of the Code. A member of the Board or of the board of
directors of a subsidiary who is not also an employee of the Corporation or of
one of its subsidiaries shall not be eligible to receive an option. Nothing
contained in the Plan shall be construed to limit the right of the Corporation
to grant options otherwise than under the Plan in connection with (i) the
employment of any person, (ii) the acquisition, by purchase, lease, merger,
consolidation or otherwise, of the business or assets of another corporation,
firm or association, including grants to employees thereof who become employees
of the Corporation or a subsidiary, or (iii) other proper corporate purposes.
6. Nonqualified Stock Options.
Unless it is designated an incentive stock option by the Committee, any
option granted under the Plan shall be nonqualified and shall be in such form
as the Committee may from time to time approve. Any such nonqualified stock
option shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the provisions of
the Plan, as the Committee shall deem desirable:
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<PAGE> 3
(a) Option Price. The option price of Shares purchasable under an
option shall be determined by the Committee in accordance with procedures
established by the Committee.
(b) Option Period. The term of an option shall be fixed by the
Committee, but no option shall be exercisable after the expiration of ten years
from the date the option is granted.
(c) Exercisability. Options shall be exercisable at such time or
times as determined by the Committee at or subsequent to grant; provided,
however, that except as provided in Subsections (f), (g) and (h) of this Section
6, no option may be exercised at any time unless the holder is then a regular
employee of the Corporation or a subsidiary and has continuously remained an
employee at all times since the date of granting of the option. If any option
granted under the Plan shall expire or terminate for any reason without ever
having been exercised in full, the unissued shares subject thereto shall again
be available for the purposes of the Plan. The proceeds of the sale of Shares
subject to options are to be added to the general funds of the Corporation.
(d) Method of Exercise. Options which are exercisable may be
exercised in whole or in part at any time during the option period, by
completing and delivering to the Corporation an option exercise form provided by
the Corporation specifying the number of Shares to be purchased. Such form
shall be accompanied by payment in full of the purchase price in cash. No
shares shall be issued until full payment therefor has been made.
(e) Nontransferability of Options. No option shall be transferable by
the optionee otherwise than by will or by the laws of descent and distribution,
and such options shall be exercisable, during the optionee's lifetime, only by
the optionee.
(f) Termination by Reason of Death. If an optionee's employment by
the Corporation or any subsidiary terminates by reason of death, as to those
Shares with respect to which the option had become exercisable (under the
provisions of the particular option) on the date of death, the stock option may
thereafter be exercised by the legal representative of the estate or by the
legatee of the optionee under the will of the optionee, during a period of six
months from the date of such death or until the expiration of the stated period
of the option, whichever period is shorter.
(g) Termination by Reason of Retirement or Permanent Disability. If
an optionee's employment by the Corporation or any subsidiary terminates by
reason of retirement or permanent disability, as to those Shares with respect to
which the option had become exercisable (under the provisions of the particular
option) on the date of termination of employment, any stock option held by such
optionee may thereafter be exercised during a period of three months from the
date of such termination of
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<PAGE> 4
employment or the expiration of the stated period of the option, whichever
period is shorter; provided, however, that if the optionee dies within such
three-month period, any unexercised stock option held by such optionee shall
thereafter be exercisable, to the extent to which it was exercisable at the time
of death, for a period of six months from the date of such death or for the
stated period of the option, whichever period is shorter.
(h) Other Termination. If an optionee's employment terminates for any
reason other than death, permanent disability, or retirement, as to those Shares
with respect to which the option had become exercisable (under the provisions of
the particular option) on the date of termination of employment, any option held
by such optionee may thereafter be exercised during a period of one month from
the date of such termination of employment or the expiration of the stated
period of the option, whichever period is shorter; provided, however, that if
the optionee dies within such one-month period, any unexercised option held by
such optionee shall thereafter be exercisable, to the extent to which it was
exercisable at the time of death, for a period of six months from the date of
such death or for the stated period of the option, whichever period is shorter.
(i) Option Buyout. The Committee may at any time offer to repurchase
an option, other than an option which has been held for less than six months by
an optionee who is subject to Section 16(b) of the Securities Exchange Act of
1934, the ("1934 Act"), based on such terms and conditions as the Committee
shall establish and communicate to the optionee at the time that such offer is
made.
7. Incentive Stock Options.
Any option granted under the Plan shall, at the discretion of the
Committee, qualify as an incentive stock option as defined in Section 422(b) of
the Code and shall be in such form as the Committee may from time to time
approve. Any such incentive stock option shall be subject to the following
terms and conditions in addition to those set forth in Section 6 and shall
contain such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall deem desirable.
(a) Eligibility. Incentive stock options shall not be granted to any
individual who, at the time the option is granted, owns stock possessing more
than ten percent of the total combined voting power of all classes of stock of
the Corporation or its parent corporation (as the term "parent corporation" is
defined in Section 424(e) of the Code) or its subsidiaries (a "Ten Percent
Shareholder") unless: 1) the option price is at least 110% of the fair market
value of the Shares subject to the option, and 2) the option states that it is
not exercisable after the expiration of five years from the date the option is
granted. Incentive stock options shall not be granted to a person who is
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<PAGE> 5
not a Ten Percent Shareholder unless the option price is at least 100% of the
fair market value of the Shares subject to the option on the date the option is
granted.
(b) Limitation on Exercise of Options. The maximum aggregate fair
market value (determined at the time an option is granted) of the Shares with
respect to which incentive stock options are exercisable for the first time by
any optionee during any calendar year (under all plans of the Company and its
parent corporation and subsidiaries) shall not exceed $100,000. If the
foregoing $100,000 limit is exceeded with respect to an incentive stock option
on account of the acceleration of the exercise of the option pursuant to Section
8 of the Plan, the portion of the incentive stock option in excess of the
$100,000 limit shall be treated as a nonqualified stock option. If the
provisions of this Section limit the exercisability of certain incentive stock
options which would otherwise become exercisable on account of termination of
employment, the Committee, in its sole discretion, shall determine the times at
which such incentive stock options become exercisable so that the provisions of
this Section 7(b) are not violated; provided, that in no event shall any
incentive stock option be exercisable more than ten years from the date it is
granted (five years in the case of incentive stock options granted to Ten
Percent Shareholders (described in Section 7(a)).
8. Adjustment Upon Changes in Capitalization, Etc.
The aggregate number and class of shares reserved under the Plan and
with respect to which options may be granted to any individual, the number and
class of shares subject to each option granted pursuant to the Plan and the
option price per Share payable under each such option shall be appropriately and
equitably adjusted in the event of: any reclassification or increase or decrease
in the number of the issued Shares of the Corporation by reason of a split-up or
consolidation of Shares; the payment of a stock dividend; a recapitalization; a
combination or exchange of Shares; a spin-off; or any like capital adjustment.
Subject to the next paragraph, if the Corporation shall be reorganized
or shall be merged with or into or consolidated with any other corporation, or
shall sell all or substantially all of its assets or effect a complete
liquidation, each option, if any, then outstanding under the Plan, shall
thereafter apply to such number and kind of securities, cash or other property
as would have been issuable by reason of such reorganization, merger,
consolidation, sale or liquidation to a holder of the number of Shares which
were subject to the option, if any, immediately prior to such transaction.
In the event of a proposed transaction of the type set forth in the
preceding paragraph, the Committee may determine that each option then
outstanding under the Plan, shall terminate as of a date to be fixed by the
Committee and approved by the Board upon not less than thirty days' written
notice to the
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optionee; and may further determine when and to the extent that, any option
granted at least six months prior to such event to any optionee who has been an
employee for one year or more prior to the date of such notice, shall be
accelerated and such optionee shall be entitled to exercise such option without
regard to any installment provision of the option prior to the termination date
fixed in said notice; provided, however, that in no event shall the Committee
have the right to make any determination provided for in this paragraph, if
doing so would make any transaction ineligible for pooling of interest
accounting treatment under APB No. 16 or any successor provision that but for
such determination would be eligible for such treatment.
All adjustments under this Section 8 shall be made by the Committee,
subject to the approval of the Board, which action shall be final and
conclusive.
Anything to the contrary notwithstanding, upon a Change of Control (as
hereinafter defined) and, in the case of options granted on or after March 15,
1996, subsequent termination of an optionee's employment by the Corporation or
by the optionee as a result of a material breach by the Corporation of any
employment agreement between the optionee and the Corporation, each option
granted prior to such Change of Control shall become immediately exercisable in
full. As used herein, "Change of Control" shall mean any of the following
events:
(a) The acquisition (other than (i) from the Corporation or INTERCO
INCORPORATED or (ii) by Apollo (as hereinafter defined)) by any person, entity
or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act,
excluding, for this purpose, the Corporation or its subsidiaries, or any
employee benefit plan of the Corporation or its subsidiaries, of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of
20% or more of either the then outstanding Shares or the combined voting power
of the Corporation's then outstanding voting securities entitled to vote
generally in the election of directors if the beneficial ownership of such
person, entity or "group" exceeds the beneficial ownership of Shares and the
combined voting power of the Corporation's then outstanding securities entitled
to vote generally in the election of directors held by any person or entity that
acquired such Shares or securities having such voting power from the Corporation
and by Apollo; or
(b) Individuals who, as of the first anniversary of the Effective Date
(as defined in Section 12), constitute the Board (as of such date, the
"Incumbent Board"), cease for any reason to constitute at least a majority of
the Board; provided, that any person becoming a director subsequent to the first
anniversary of the Effective Date whose election, or nomination for election by
the Corporation's stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in connection
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with an actual or threatened election contest relating to the election of the
directors of the Corporation, as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the 1934 Act) shall be considered as though
such person were a member of the Incumbent Board; or
(c) Approval by the stockholders of the Corporation of a
reorganization, merger or consolidation, in each case, with respect to which
persons who were the stockholders of the Corporation immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own,
directly or indirectly, more than 50% of the combined voting power entitled to
vote generally in the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities, or a liquidation or
dissolution of the Corporation or the sale of all or substantially all of the
assets of the Corporation, in each case, unless the transaction was approved by
a majority of the directors then comprising the Incumbent Board.
For purposes of the definition of "Change of Control", the term
"Apollo" shall mean Apollo Advisors, L.P. and Lion Advisors, L.P. and any entity
that controls, is controlled by or is under common control with Apollo Advisors,
L.P. and Lion Advisors, L.P., including accounts under common management.
9. Amendments and Termination.
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of an
optionee under an option without the optionee's consent, or which without the
approval of the stockholders would, except as is provided in Section 8, increase
the total number of Shares reserved for the purpose of the Plan, change the
employees or class of employees eligible to participate in the Plan, or extend
the maximum option period under Section 6(b).
The Committee may amend the terms of any option theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any optionee without the consent of the optionee. The Committee may also
substitute new options for previously granted options, including substitution
for previously granted options having higher option prices.
10. General Provisions.
(a) The Committee may require each person purchasing Shares pursuant
to an option under the Plan to represent to and agree with the Corporation in
writing that the optionee is acquiring the Shares without a view to distribution
thereof. The certificates for such Shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.
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(b) All certificates for Shares delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Shares are
then listed, and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.
(c) Nothing contained in the Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.
11. Taxes.
Following exercise of an option, the optionee shall, no later than the
date as of which an amount related to the option exercise first becomes
includable in the gross income of the optionee for federal, state or local tax
purposes, pay to the Corporation, or make arrangements satisfactory to the
Corporation regarding payment of, any federal, state, or local taxes of any kind
required by law to be withheld with respect to such amount and the Corporation
and its subsidiaries shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the
optionee.
12. Effective Date of Plan.
The Plan became effective on October 19, 1994 the date it was adopted
by the Board and by the Company's then sole stockholder (the "Effective Date").
The Plan as amended and restated shall be effective as of March 15, 1996, the
date as of which it is adopted by the Executive Committee of the Board, subject
to stockholder approval.
13. Term of Plan.
No option shall be granted pursuant to the Plan more than 10 years
after the Effective Date, but options theretofore granted may extend beyond and
be exercised after that date.
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<PAGE> 1
EXHIBIT 10.2
THE FLORSHEIM SHOE COMPANY
CHARLES J. CAMPBELL STOCK OPTION PLAN
(As Amended and Restated
Effective as of March 15, 1996)
1. Objectives of the Plan.
The Florsheim Shoe Company Charles J. Campbell Stock Option Plan (the
"Plan") of The Florsheim Shoe Company (the "Corporation") is intended to
encourage and provide opportunities for ownership of the Corporation's Common
Stock by the Chairman of the Board of Directors of the Corporation (the
"Board"), Charles J. Campbell ("Campbell"). The Plan is also intended to
provide incentives for Campbell to put forth maximum efforts for the successful
operation of the Corporation and its subsidiaries. By extending to Campbell the
opportunity to acquire proprietary interests in the Corporation and to
participate in its success, the Plan may be expected to benefit the Corporation
and its stockholders by providing Campbell with added incentives to increase the
value of the Corporation's stock.
2. Stock Subject to the Plan.
There are reserved for issue under the Plan 250,000 shares of the
Common Stock, without nominal or par value, of the Corporation (the "Shares")
and the maximum number of shares that may be issued to Campbell hereunder is
250,000 Shares. Such Shares may be, in whole or in part, as the Board shall
from time to time determine, authorized but unissued Shares, or issued Shares
which shall have been reacquired by the Corporation.
3. Administration.
Subject to the express provisions of the Plan, the Plan shall be
administered by the Executive Compensation and Stock Option Committee of the
Board (the "Committee"). This Plan and the grant of the Options, as defined in
Section 5 below, hereunder shall be subject to approval by the Committee.
Subject to the express provisions of the Plan, the Committee shall also have
plenary authority to interpret the Plan, to make factual determinations, to
prescribe, amend and rescind rules and regulations regarding it, and to take
whatever action is necessary to carry out the purposes of the Plan. The
Committee's determinations on matters referred to in this Section 3 shall be
conclusive.
4. The Committee.
The Committee shall consist of three or more members of the Board.
The Committee shall be appointed by the Board, which may from time to time
designate the number to serve on the
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Committee, appoint members of the Committee in substitution for members
previously appointed and fill vacancies, however caused, in the Committee. No
member of the Board while a member of the Committee shall be eligible to receive
any discretionary grants or awards under the Plan or any similar plans of the
Corporation. The Committee shall elect one of its members as its Chairman and
shall hold its meetings at such times and places as it may determine. A
majority of the members shall constitute a quorum. Any determination reduced to
writing and signed by all the members of the Committee shall be fully as
effective as if it had been made by a majority vote at a meeting duly called and
held. The Committee may appoint a secretary, shall keep minutes of its meetings
and shall make such rules and regulations for the conduct of its business as it
shall deem advisable.
5. Stock Options.
(a) Grant of Option and Option Price. Subject to stockholder approval
of this Plan at or before the 1996 annual meeting of stockholders, the Company
hereby grants to Campbell on September 7, 1995 (the "Grant Date") three separate
tranches of nonqualified stock options, listed below (the "Options"), to
purchase in the aggregate 250,000 shares of the Corporation's Common Stock. The
following table sets forth the number of Shares subject to the Options and the
option price of Shares purchasable under the three tranches:
<TABLE>
<CAPTION>
Number of Shares Option price per share
Tranche Subject to the Option of the Shares
- ---------- --------------------- ----------------------
<S> <C> <C>
Tranche A 83,333 $5.00
Tranche B 83,333 $7.50
Tranche C 83,334 $10.00
</TABLE>
All such Options shall be subject to the additional terms and conditions set
forth below.
(b) Option Period. The term of the Options is fixed at ten years from
the Grant Date. After such term the Options shall not be exercisable.
(c) Exercisability. Twenty percent (20%) of each tranche of the
Options shall become exercisable on the first five anniversaries of the Grant
Date with all of the Options being exercisable on September 7, 2000; provided,
however, that except as provided in Subsections (f), (g) and (h) of this Section
5, no Options may be exercised at any time unless Campbell is then a regular
employee of the Corporation or a subsidiary and has continuously remained an
employee at all times since the date of granting of the Options. The proceeds of
sale of Shares subject to Options are to be added to the general funds of the
Corporation.
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(d) Method of Exercise. Options which are exercisable may be
exercised in whole or in part at any time during the option period, by
completing and delivering to the Corporation an option exercise form provided by
the Corporation specifying the number of Shares to be purchased. Such form
shall be accompanied by payment in full of the purchase price in (i) cash, (ii)
with the approval of the Committee, by delivering shares of Common Stock of the
Corporation owned by Campbell including Common Stock of the Corporation acquired
in connection with the exercise of particular Options and having a fair market
value on the date of exercise equal to the option price or (iii) through any
combination of (i) or (ii). No shares shall be issued until full payment
therefor has been made.
(e) Nontransferability of Options. None of the Options shall be
transferable by Campbell otherwise than by will or by the laws of descent and
distribution, and such Options shall be exercisable, during Campbell's lifetime,
only by Campbell.
(f) Termination by Reason of Death. If Campbell's employment by the
Corporation or any subsidiary terminates by reason of death, as to those Shares
with respect to which the Options had become exercisable (under the provisions
of the particular option) on the date of death, the Options may thereafter be
exercised by the legal representative of the estate or by the legatee of
Campbell under his will, during a period of six months from the date of such
death or until the expiration of the stated period of the Option, whichever
period is shorter.
(g) Termination by Reason of Retirement or Permanent Disability. If
Campbell's employment by the Corporation or any subsidiary terminates by reason
of retirement or permanent disability, as to those Shares with respect to which
the Options had become exercisable on the date of termination of employment, the
Options held by Campbell may thereafter be exercised during a period of three
months from the date of such termination of employment or the expiration of the
stated period of the Options, whichever period is shorter; provided, however,
that if Campbell dies within such three-month period, any unexercised Options
held by Campbell shall thereafter be exercisable, to the extent to which it was
exercisable at the time of death, for a period of six months from the date of
such death or for the stated period of the Options, whichever period is shorter.
(h) Other Termination. If Campbell's employment terminates for any
reason other than death, permanent disability, or retirement, as to those Shares
with respect to which the Options had become exercisable on the date of
termination of employment, any Options held by Campbell may thereafter be
exercised during a period of one month from the date of such termination of
employment or the expiration of the stated period of the Options, whichever
period is shorter; provided, however, that if Campbell dies within such
one-month period, any unexercised Options held by Campbell shall thereafter be
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<PAGE> 4
exercisable, to the extent to which they were exercisable at the time of death,
for a period of six months from the date of such death or for the stated period
of the Options, whichever period is shorter.
6. Adjustment Upon Changes in Capitalization, Etc.
The aggregate number and class of Shares reserved and available for
grant to Campbell under the Plan, the number and class of Shares subject to the
Options granted pursuant to the Plan and the option price per Share payable
under each tranche of Options shall be appropriately and equitably adjusted in
the event of: any reclassification or increase or decrease in the number of the
issued Shares of the Corporation by reason of a split-up or consolidation of
Shares; the payment of a stock dividend; a recapitalization; a combination or
exchange of Shares; a spin-off; or any like capital adjustment.
Subject to the next paragraph, if the Corporation shall be reorganized
or shall be merged with or into or consolidated with any other corporation, or
shall sell all or substantially all of its assets or effect a complete
liquidation, the Options, if any, then outstanding under the Plan, shall
thereafter apply to such number and kind of securities, cash or other property,
as would have been issuable by reason of such reorganization, merger,
consolidation, sale or liquidation, to a holder of the number of Shares which
were subject to the option, if any, immediately prior to such transaction.
In the event of a proposed transaction of the type set forth in the
preceding paragraph, the Committee may determine that the Options then
outstanding under the Plan, shall terminate as of a date to be fixed by the
Committee and approved by the Board upon not less than thirty days' written
notice to Campbell and may further determine when and to the extent that any
option granted hereunder shall accelerate and become exercisable; provided,
however, that in no event shall the Committee have the right to make any
determination provided for in this paragraph, if doing so would make any
transaction ineligible for pooling of interest accounting treatment under APB
No. 16 or any successor provision that but for such determination would be
eligible for such treatment.
All adjustments under this Section 6 shall be made by the Committee,
subject to the approval of the Board, which action shall be final and
conclusive.
Anything to the contrary notwithstanding, upon a Change of Control (as
hereinafter defined) and subsequent termination of Campbell's employment by the
Corporation or by Campbell as a result of a material breach by Corporation of
the Employment Agreement between Campbell and Corporation, dated September 7,
1995, the Options granted prior to such Change of Control shall become
immediately exercisable in full. As used herein, "Change of Control" shall mean
any of the following events:
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<PAGE> 5
(a) The acquisition (other than (i) from the Corporation or (ii) by
Apollo (as hereinafter defined)) by any person, entity or "group", within the
meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act, excluding, for this
purpose, the Corporation or its subsidiaries, or any employee benefit plan of
the Corporation or its subsidiaries, of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the 1934 Act) of 30% or more of either the then
outstanding Shares or the combined voting power of the Corporation's then
outstanding voting securities entitled to vote generally in the election of
directors if the beneficial ownership of such person, entity or "group" exceeds
the beneficial ownership of Shares and the combined voting power of the
Corporation's then outstanding securities entitled to vote generally in the
election of directors held by any person or entity that acquired such Shares or
securities having such voting power from the Corporation and by Apollo; or
(b) Individuals who, as of the first anniversary of the Effective Date
(as defined in Section 10), constitute the Board (as of such date, the
"Incumbent Board"), cease for any reason to constitute at least a majority of
the Board; provided, that any person becoming a director subsequent to the first
anniversary of the Effective Date whose election, or nomination for election by
the Corporation's stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
directors of the Corporation, as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the 1934 Act) shall be considered as though
such person were a member of the Incumbent Board; or
(c) Approval by the stockholders of the Corporation of a
reorganization, merger or consolidation, in each case, with respect to which
persons who were the stockholders of the Corporation immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own,
directly or indirectly, more than 50% of the combined voting power entitled to
vote generally in the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities, or a liquidation or
dissolution of the Corporation or the sale of all or substantially all of the
assets of the Corporation, in each case, unless the transaction was approved by
a majority of the directors then comprising the Incumbent Board.
For purposes of the definition of "Change of Control", the term
"Apollo" shall mean Apollo Advisors, L.P. and Lion Advisors, L.P. and any entity
that controls, is controlled by or is under common control with Apollo Advisors,
L.P. and Lion Advisors, L.P., including accounts under common management.
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<PAGE> 6
7. Amendments and Termination.
The Board may amend the Plan, but no amendment shall be made which
would impair the rights of Campbell under the Options without Campbell's
consent, or which without the approval of the stockholders would, except as is
provided in Section 6, increase the total number of Shares reserved for the
purpose of the Plan or extend the maximum option period under Section 5(b).
The Committee may amend the terms of the Options granted hereunder,
but no such amendment shall impair the rights of Campbell without his consent,
unless necessary to comply with applicable law. The Committee may also
substitute new options for previously granted options, including substitution
for previously granted options having higher option prices.
8. General Provisions.
(a) In connection with the purchase of Shares pursuant to the Options
granted hereunder, the Committee may require Campbell to represent to and agree
with the Corporation in writing that he is acquiring the Shares without a view
to distribution thereof. The certificates for such Shares may include any
legend which the Committee deems appropriate to reflect any restrictions on
transfer.
(b) All certificates for Shares delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Shares are
then listed, and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.
(c) The Plan, the exercise of Options and the obligations of the
Corporation to issue or transfer shares of the Common Stock of the Corporation
under Options shall be subject to all applicable laws and to approvals by an
governmental or regulatory agency as may be required. With respect to persons
subject to Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), it is the intent of the Corporation that the Plan and all
transactions under the Plan comply with all applicable provisions of Rule 16b-3
or its successors under the Exchange Act. The Committee may revoke any Option
if it is contrary to law or modify Options to bring it into compliance with any
valid and mandatory government regulation. The Committee may also adopt rules
regarding the withholding of taxes on payments to Campbell. The Committee may,
in its sole discretion, agree to limit its authority under this Section.
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<PAGE> 7
(d) Nothing contained in the Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.
(e) No fractional shares of Common Stock of the Corporation shall be
issued or delivered pursuant to the Plan or any Options. The Committee shall
determine whether cash, other awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.
(f) Campbell shall have no rights as a stockholder with respect to the
Shares until the Shares are issued or transferred to Campbell on the stock
transfer records of the Corporation.
(g) The validity, construction, interpretation and effect of the Plan
shall exclusively be governed by and determined in accordance with the law of
the State of Delaware
9. Taxes.
Following exercise of Options, Campbell shall, no later than the date
as of which an amount related to the option exercise first becomes includable in
the gross income of Campbell for federal, state or local tax purposes, pay to
the Corporation, or make arrangements satisfactory to the Corporation regarding
payment of, any federal, state, or local taxes of any kind required by law to be
withheld with respect to such amount and the Corporation and its subsidiaries
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to Campbell.
10. Effective Date of Plan.
The Plan shall be effective on September 7, 1995, the date it was
adopted by the Committee and the Board (the "Effective Date"). The Plan, as
amended and restated, shall be effective as of March 15, 1996.
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EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
The Florsheim Shoe Company:
We consent to incorporation by reference in the registration statement on Form
S-8 of The Florsheim Shoe Company of our report dated February 2, 1996, except
as to note 17, which is as of March 22, 1996, relating to the consolidated
balance sheets of The Florsheim Shoe Company and subsidiaries as of December
30, 1995 and December 31, 1994, and the related consolidated statements of
operations, cash flows, and shareholders' equity for the years ended December
30, 1995, December 31, 1994 and January 1, 1994 and related schedule, which
report appears in the December 30, 1995 annual report on Form 10-K of The
Florsheim Shoe Company.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
June 6, 1996
