As filed with the Securities and Exchange Commission on September 11, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE SPORTS AUTHORITY, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 5940 36-3511120
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
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3383 NORTH STATE ROAD 7
FORT LAUDERDALE, FLORIDA 33319
(954) 735-1701
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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FRANK W. BUBB III, ESQ.
THE SPORTS AUTHORITY, INC.
3383 NORTH STATE ROAD 7
FORT LAUDERDALE, FLORIDA 33319
(954) 735-1701
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
WITH A COPY TO:
JOHN S. FLETCHER, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
5300 FIRST UNION FINANCIAL CENTER
200 SOUTH BISCAYNE BOULEVARD
MIAMI, FLORIDA 33131
(305) 579-0432
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THIS
REGISTRATION STATEMENT BECOMES EFFECTIVE.
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| 333- 16877
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CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per unit aggregate offering price (1)registration fee
- ------------------------------------- ------------- ------------------------ --------------------------- -----------------
<S> <C> <C> <C> <C>
5 1/4% Convertible Subordinated Notes $1,000,000 100.00% $1,000,000 $295.00
due September 15, 2001................
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Common Stock, par value $.01 per share 30,641 (2) ------- ------- -------
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If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(i).
(2) Such number represents the number of shares of Common Stock initially
issuable upon conversion of the Notes registered hereby and, pursuant to
Rule 416 under the Securities Act of 1933, as amended, such
indeterminate number of shares of Common Stock as may be issued from
time to time upon conversion of the Notes by reason of adjustment of the
conversion price under certain circumstances outlined in the Prospectus.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registration Statement on Form S-3 filed by The Sports
Authority, Inc. (the "Company") with the Securities and Exchange Commission
(File No. 333-16877) pursuant to the Securities Act of 1933, as amended, are
incorporated by reference into this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBITS
Exhibits.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-16877 incorporated by reference into, and shall be deemed a
part of this Registration Statement, except the following which are filed
herewith or specifically incorporated by reference herein from Registration
Statement No. 333-16877. Where so indicated by footnote, exhibits which were
previously filed are incorporated by reference.
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Morgan, Lewis & Bockius LLP*
23.1 Consent of Price Waterhouse LLP*
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* Filed herewith
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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-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Lauderdale, State of Florida, on September
10, 1998.
THE SPORTS AUTHORITY, INC.
By: *
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Name: Jack A. Smith
Title: Chairman of the Board and
Chief Executive Officer
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.
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SIGNATURE CAPACITY IN WHICH SIGNED DATE
<S> <C> <C>
* Chairman of the Board and Chief Executive Officer September 10, 1998
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Jack A. Smith (Principal Executive Officer)
* President, Chief Operating Officer and Director September 10, 1998
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Richard J. Lynch, Jr.
* Senior Vice President and Chief Financial Officer September 10, 1998
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Anthony F. Crudele (Principal Financial and Accounting Officer)
* Director September 10, 1998
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Nicholas A. Buoniconti
* Director September 10, 1998
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Steve Dougherty
* Director September 10, 1998
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Carol Farmer
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<PAGE>
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<S> <C> <C>
* Director September 10, 1998
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W. Mitt Romney
</TABLE>
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*By: /S/ FRANK W. BUBB III
Frank W. Bubb III,
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Price Waterhouse LLP
EXHIBIT 5.1
September 11, 1998
The Sports Authority, Inc.
3383 North State Road 7
Fort Lauderdale, Florida 33319
Re: OFFERING OF SHARES PURSUANT TO
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to The Sports Authority, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-3 (the "Registration Statement") relating
to the offering by certain securityholders of the Company of an aggregate of
$149,500,000 5-1/4% Convertible Subordinated Notes due September 15, 2001 (the
"Notes") and of an aggregate of 4,580,964 shares of the Company's common stock,
$.01 par value per share (the "Shares"), issued or issuable upon conversion of
the Notes.
In so acting, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of (a) the Articles of Incorporation of the
Company, (b) the Bylaws of the Company and (c) such other documents, records,
certificates and other instruments of the Company as in our judgment are
necessary or appropriate for purposes of this opinion.
Based on the foregoing, we are of the following opinion:
1. The Company is a corporation duly incorporated and validly existing in good
standing under the laws of the State of Delaware.
2. The Notes have been duly authorized and issued by, and are binding
obligations of, the Company.
3. The Shares have been duly authorized by the Company and, when issued upon
conversion of the Notes as contemplated by the Registration Statement, will
be duly and validly issued and will be fully paid and non-assessable.
We render the foregoing opinions as members of the Bar of the State of Florida
and express no opinion as to laws other than the General Corporation Law of the
State of Delaware.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
March 5, 1997, which is incorporated by reference in The Sports Authority,
Inc.'s Annual Report on Form 10-K for the fiscal year ended January 25, 1997. We
also consent to the references to us under the headings "Experts" in such
Prospectus.
/s/ PricewaterhouseCoopers LLP
Fort Lauderdale, Florida
September 8, 1998
