<PAGE> 1
As filed with the Securities and Exchange Commission on July 28, 2000
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FLORSHEIM GROUP INC.
(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)
200 N. LaSalle Street
Chicago, Illinois 60601
(Address of principal executive offices) (Zip Code)
FLORSHEIM GROUP INC.
1994 STOCK OPTION PLAN, AS AMENDED AND RESTATED
(Full title of the plans)
LARRY R. SOLOMON
Secretary
Florsheim Group Inc.
200 N. LaSalle Street
Chicago, Illinois 60601
(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
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered (1) per share (2) offering price (2) registration fee (2)
--------------------------- ------------------------ ------------------------- ------------------------ ------------------------
<S> <C> <C> <C> <C>
Common Stock, without par
value 200,000 shares $1.9375 $387,500 $102.30
=========================== ======================== ========================= ======================== ========================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of
the high and low sales prices of shares of the Company's Common Stock
on July 26 , 2000 as reported on the Nasdaq National Market.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement on Form S-8 (the "Registration Statement")
relates to the registration of an additional 200,000 shares (the "Shares") of
Common Stock, no par value. The Shares are securities of the same class and
relating to the same employee benefit plan, the Florsheim Group Inc. 1994 Stock
Option Plan, as amended and restated, as those shares registered in the
Registrant"s registration statement on Form S-8, previously filed with the
Securities and Exchange Commission on June 20, 1996. The earlier registration
statement on Form S-8, Registration No. 333-06353, is hereby incorporated by
reference.
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 Florsheim Group Inc. 1994 Stock Option Plan, as
amended and restated.
23.1 Consent of KPMG LLP.
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;
<PAGE> 3
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 28th day of
July, 2000.
FLORSHEIM GROUP INC.
by: /s/ Thomas P. Polke
Thomas P. Polke
Executive Vice President,
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of Florsheim Group Inc. hereby constitutes and appoints
Thomas P. Polke, 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:
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Peter P. Corritori, Jr. Chairman of the Board and July 28, 2000
------------------------------ Chief Executive Officer
Peter P. Corritori, Jr.
/s/ Thomas P. Polke Executive Vice President, July 28, 2000
------------------------------ Chief Financial Officer
Thomas P. Polke (Principal Financial Officer)
/s/ F. Terrence Blanchard Vice President, Controller July 28, 2000
------------------------------ (Principal Accounting Officer)
F. Terrence Blanchard
/s/ Adam M. Aron Director July 28, 2000
------------------------------
Adam M. Aron
/s/ Bernard Attal Director July 28, 2000
------------------------------
Bernard Attal
/s/ Robert H. Falk Director July 28, 2000
------------------------------
Robert H. Falk
</TABLE>
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<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Michael S. Gross Director July 28, 2000
------------------------------
Michael S. Gross
/s/ John J. Hannan Director July 28, 2000
------------------------------
John J. Hannan
------------------------------ Director July __, 2000
Joshua J. Harris
/s/ John H. Kissick Director July 28, 2000
------------------------------
John H. Kissick
/s/ Ronald J. Mueller Director July 28, 2000
------------------------------
Ronald J. Mueller
/s/ Michael D. Weiner Director July 28, 2000
------------------------------
Michael D. Weiner
</TABLE>
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EXHIBIT INDEX
<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 Florsheim Group Inc. 1994 Stock Option Plan, as
amended and restated.
23.1 Consent of KPMG LLP.
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>
