As filed with the Securities and Exchange Commission on July 31, 1996
Registration No. 33-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE SPORTS AUTHORITY, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3511120
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3383 N. State Road 7
Ft. Lauderdale, Florida 33319
(Address of principal executive offices) (Zip Code)
THE SPORTS AUTHORITY, INC.
1996 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the plan)
FRANK W. BUBB, III
Vice President, General Counsel and Secretary
The Sports Authority, Inc.
3383 North State Road 7
Ft. Lauderdale, Florida 33319
(Name and address of agent for service)
(954) 735-1701
(Telephone number, including area code, of agent for service)
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COPY OF ALL COMMUNICATIONS TO:
ROBERT J. LICHTENSTEIN
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
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CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate registration fee
per share (1) offering price (1)
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<S> <C> <C> <C> <C>
Common Stock, 2,250,000 $21.4375 $48,234,375.00 $16,632.54
$.01 par value
====================================================================================================================
</TABLE>
(1) 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 Common Stock on July 26,
1996 as reported on the New York Stock Exchange.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by The Sports Authority,
Inc. (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 January 28, 1996;
(b) Quarterly Report on Form 10-Q, for the Quarter
Ended April 28, 1996; and
(c) The description of the shares of Common Stock,
$.01 par value, of the Company (the "Common
Stock") contained in the S-1 Prospectus under
"Description of Capital Stock", which is also
incorporated by reference in the Company's
Registration Statement on Form 8-A, dated October
24, 1994, which was filed with the Commission
pursuant to Section 12(b) of the Exchange Act.
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 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The financial statements of the Company as of January 28,
1996 and for the years ended January 22, 1995 and January 23, 1994 incorporated
in this Registration Statement by reference to the Annual Report on Form 10-K of
the Company for the year ended January 28, 1996 have been audited by Price
Waterhouse LLP ("Price Waterhouse"), 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 will be, so
incorporated in reliance on the report of Price Waterhouse pertaining to such
financial statements (to the extent covered by consents filed with the
Commission), given on the authority of said firm as experts in auditing and
accounting.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seventh of the Company's Restated Certificate of
Incorporation provides that the Company shall indemnify to the fullest extent
permitted by the Delaware General Corporation Law (the "DGCL") any director or
officer who is or was a party to any civil, criminal, administrative or
investigative suit or proceeding by reason of the fact that he or she is or was
a director or officer of the Company or is or was serving another corporation,
partnership, joint venture, trust or other enterprise at the request of the
Company including service with respect to employee benefit plans; provided that
the Company shall indemnify any person seeking indemnity in connection with an
action (or part thereof) initiated by such person only if the action (or part
thereof) initiated by such person only if the action (or part thereof) was
authorized by the Board of Directors. In addition, the Company may, by action by
the Board of Directors, provide indemnification to employees and agents with the
same scope and effect as the foregoing indemnification of directors and
officers.
Under Section 145 of the DGCL, a corporation may
indemnify a director, officer, employee or agent of the corporation (or other
entity if such person is serving in such capacity at the corporation's request)
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him if he acted in good faith
and in a manner he 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 his conduct was unlawful. In the
case of an action brought by or in the right of a corporation, the corporation
may indemnify a director, officer, employee or agent of the corporation (or
other entity if such person is serving in such capacity at the corporation's
request) against expenses (including attorneys' fees) actually and reasonably
incurred by him if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation, except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless a court determines that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses as the court shall deem proper.
Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation.
Policies of insurance will be maintained by the Company
under which directors and officers of the Company will be insured, within the
limits and subject to the limitations of the policies, against certain expenses
in connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been a
director or officer.
The Company's Restated Certificate of Incorporation
provides that, to the fullest extent permitted by the DGCL, no director shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for
any transaction from which the director derived any improper personal benefit.
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 Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
3
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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:
EXHIBIT NO. DESCRIPTION
4.1 Restated Certificate of Incorporation of the Company,.
4.2 Amended and Restated Bylaws of the Company.
4.3 The Sports Authority, Inc. 1996 Stock Option and Restricted
Stock Plan.
5 Opinion of Morgan, Lewis & Bockius LLP as to the legality
of the shares being registered.
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5).
24 Power of Attorney.
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;
(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
4
<PAGE>
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.
5
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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 Ft. Lauderdale, State of Florida, on this 30th
day of July, 1996.
THE SPORTS AUTHORITY, INC.
by: /s/ JACK A. SMITH
-----------------------------------
Chairman of the Board and
Chief Executive Officer
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:
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<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ JACK A. SMITH Chairman of the Board and July 30, 1996
- ------------------------------------ Chief Executive Officer
Jack A. Smith (Principal Executive Officer)
/s/ ANTHONY F. CRUDELE Senior Vice President and July 30, 1996
- ------------------------------------ Chief Financial Officer
Anthony F. Crudele (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
A majority of the Board of Directors:
Jack A. Smith Carol A. Farmer
Richard J. Lynch, Jr. W. Mitt Romney
Nicholas Buoniconti Harold Toppel
Steve Dougherty
By: /s/ FRANK W. BUBB, III
--------------------------
Frank W. Bubb, III
Attorney-In-Fact
Date: July 30, 1996
6
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<CAPTION>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NUMBER
- ----------- ----------- -----------
<S> <C> <C>
4.1 Restated Certificate of Incorporation of the Company, incorporated by -
reference to Exhibit 3.1 to the Company's Form 10-K for the fiscal year
ended January 22, 1995
-
4.2 Amended and Restated Bylaws of the Company, incorporated by reference to
Exhibit 3.2 to the Company's Form 10-K for the fiscal year ended January
22, 1995
4.3 The Sports Authority, Inc. 1996 Stock Option and Restricted Stock Plan, -
incorporated by reference to Exhibit A to the Company's Proxy Statement
dated April 25, 1996
8
5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares
being registered 9
23.1 Consent of Price Waterhouse LLP, independent accounts
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5) -
24 Power of Attorney 10
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EXHIBIT 5
July 29, 1996
The Sports Authority, Inc.
3383 North State Road 7
Ft. Lauderdale, Florida 33319
Re: The Sports Authority, Inc. -- Form S-8 Registration Statement
Relating to The Sports Authority, Inc.
1996 Stock Option and Restricted Stock Plan
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 2,250,000 shares of Common Stock, par
value $.01 per share (the "Common Stock"), of The Sports Authority, Inc. (the
"Company") which may be issued pursuant to The Sports Authority, Inc. 1996 Stock
Option and Restricted Stock Plan (the "Plan"). We have examined the Company's
Restated Certificate of Incorporation, By-Laws, as amended, minutes 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 terms of the Plan, 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
8
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 5, 1996, except as to Note 9,
which is as of March 22, 1996, which appears on page 22 of the 1995 Annual
Report to the Shareholders of The Sports Authority, Inc. (the "Company"), which
is incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended January 28, 1996.
/s/ PRICE WATERHOUSE LLP
Fort Lauderdale, Florida
July 26, 1996
9
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
Directors of The Sports Authority, Inc. constitutes and appoints Richard J.
Lynch, Jr. and Frank W. Bubb, III, or any one of them, as his or her
attorneys-in-fact and agents, in his or her name to sign the Registration
Statement on Form S-8 to be filed with respect to the offering of Common Stock
of The Sports Authority, Inc. under its 1996 Stock Option and Restricted Stock
Plan and to sign any and all amendments (including post-effective amendments)
thereto, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
as fully as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on May 30, 1996.
/s/ JACK A. SMITH /s/ CAROL A. FARMER
- -------------------------------- -------------------------------
Jack A. Smith Carol A. Farmer
/s/ RICHARD J. LYNCH, JR. /s/ W. MITT ROMNEY
- -------------------------------- -------------------------------
Richard J. Lynch, Jr. W. Mitt Romney
/s/ NICHOLAS A. BUONICONTI /s/ HAROLD TOPPEL
- -------------------------------- -------------------------------
Nicholas A. Buoniconti Harold Toppel
/s/ STEVE DOUGHERTY
- --------------------------------
Steve Dougherty
10
