As filed with the Securities and Exchange Commission on June 27, 2000
Registration No. 333-32955
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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. DIRECTOR STOCK PLAN
(Full title of the plan)
FRANK W. BUBB
Senior 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)
Copy to:
ROBERT J. LICHTENSTEIN
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
(215) 963-5000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================ =================== ====================== ====================== ===================================
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registration fee (1)(4)
registered (5) registered (2)(3) offering price per Aggregate offering
share (1) price (1)
---------------------------- ------------------- ---------------------- ---------------------- -----------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 600,000 $1.97 $886,533.49 $962.45
value
============================ =================== ====================== ====================== ===================================
</TABLE>
<PAGE>
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 promulgated
under the Securities Act of 1933, as amended, 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, par value $0.01
("Common Stock") of The Sports Authority, Inc. (the "Company") on June
22, 2000 as reported on the New York Stock Exchange. The proposed
maximum offering price per share and the proposed maximum aggregate
offering price relate solely to the additional 450,017 shares of Common
Stock being registered by this Amendment No. 1.
(2) This Registration Statement covers shares of Common Stock which may be
offered or sold pursuant to the Sports Authority, Inc. Director Stock
Plan (the "Director Stock Plan").
(3) On November 18, 1994, the Company filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form
S-8 (the "1994 Registration Statement") which included registering
53,111 shares of Common Stock under the Director Stock Plan. The
Company paid a total registration fee of $17,212, of which $348 was
paid to register shares of Common Stock under the Director Stock Plan.
On July 16, 1996, the Company effected a three for two Common Stock
split. Following the stock split, the 1994 Registration Statement
registered 79,666 shares of Common Stock. On August 6, 1997, the
Company filed a Registration Statement on Form S-8 (the "1997
Registration Statement") registering a further 70,317 shares of Common
Stock under the Director Stock Plan, and paid a registration fee of
$380.41 to the Commission. Therefore, prior to the filing of this
Post-Effective Amendment No. 1 to the 1997 Registration Statement
("Amendment No. 1"), a total of 149,983 shares of Common Stock were
registered under the Director Stock Plan and total registration fees of
$728.41 had been paid to the Commission. In accordance with General
Instruction E to Form S-8, this Amendment No. 1 registers an additional
450,017 shares of Common Stock under the Director Stock Plan for a
total of 600,000 shares of Common Stock.
(4) The registration fee of $234.04 for the additional 450,017 shares of
Common Stock is in a wire from the Company. The total amount of the
registration fee for 600,000 shares of Common Stock, of $962.45,
includes $728.41 already paid to register 149,983 shares of Common
Stock under the Company's Director Stock Plan. See Note (3).
(5) The 1997 Registration Statement and this Amendment No. 1 do not amend
or affect the 1994 Registration Statement except insofar as the 1994
Registration Statement relates to the Director Stock Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the 1997 Registration Statement filed by the Company
with the Commission are hereby incorporated by reference. The contents of the
1994 Registration Statement filed by the Company with the Commission are hereby
incorporated by reference solely to the extent that such contents relate to the
Director Stock Plan.
The following documents filed by the Company with the Commission are
incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K, for the fiscal year ended January
29, 2000;
(b) Quarterly Report on Form 10-Q, for the quarter ended April 29,
2000; and
(c) The description of the shares of Common Stock contained in the
Registration Statement on Form S-1 filed by the Company with
the Commission, 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, and the
Company's Registration Statement on Form 8-A, dated September
22, 1998, each of which was filed with the Commission pursuant
to Section 12(b) of the Securities Exchange Act of 1934, as
amended, and the Rules promulgated thereunder (the "Exchange
Act").
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Section 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 this 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.
II-1
<PAGE>
Independent Certified Public Accountants
The consolidated financial statements of the Company as of January 29,
2000, and for the year then ended, appearing in the Company's Annual Report on
Form 10-K for the year ended January 29, 2000, have been audited by Ernst &
Young LLP, independent certified public accountants, and at January 24, 1999,
and for each of the two years in the period ended January 24, 1999, by
PricewaterhouseCoopers LLP, independent certified public accountants, as set
forth in their respective reports thereon and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP and PricewaterhouseCoopers LLP, pertaining to
such financial statements (to the extent covered by consents filed by Ernst &
Young LLP and PricewaterhouseCoopers with the Commission) given upon the
authority of such firms as experts in accounting and auditing. The financial
information for the three-month periods ended April 29, 2000 and April 25, 1999,
incorporated by reference in this Registration Statement is unaudited.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
Exhibit No. Description
----------- -----------
5 Opinion of Morgan, Lewis & Bockius LLP as to the
legality of the shares being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5).
24 Power of Attorney (included as part of the signature
page).
99.1 The Sports Authority, Inc. Director Stock Plan.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Fort Lauderdale, State of Florida, on this 27th day
of June, 2000.
THE SPORTS AUTHORITY, INC.
(Registrant)
By: /s/ MARTIN E. HANAKA
---------------------------------
Martin E. Hanaka
Martin E. Hanaka
Chairman of the Board and
Chief Executive Officer
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Frank W. Bubb, his/her
attorney-in-fact, with the power of substitution for him/her in any and all
capacities, to sign any amendments to this Registration Statement (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Commission, hereby ratifying
and confirming all that such attorney-in-fact, or his substitute, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ MARTIN E. HANAKA Chairman of the Board, Chief June 27, 2000
------------------------- Executive Officer and Director -------------
Martin E. Hanaka (Principal Executive Officer)
/s/ GEORGE R. MIHALKO Executive Vice President and Chief June 27, 2000
------------------------- Financial Officer (Principal -------------
George R. Mihalko Financial Officer)
/s/ EVA L. CLAWSON Vice President and Controller June 27, 2000
------------------------- (Principal Accounting Officer) -------------
Eva L. Clawson
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<PAGE>
/s/ A. DAVID BROWN Director June 27, 2000
------------------------- -------------
A. David Brown
/s/ MARY ELIZABETH BURTON Director June 27, 2000
------------------------- -------------
Mary Elizabeth Burton
/s/ CYNTHIA R. COHEN Director June 27, 2000
------------------------- -------------
Cynthia R. Cohen
/s/ STEVE DOUGHERTY Director June 27, 2000
------------------------- -------------
Steve Dougherty
/s/ JULIUS W. IRVING Director June 27, 2000
------------------------- -------------
Julius W. Irving
/s/ CAROL A. FARMER Director June 27, 2000
------------------------- -------------
Carol A. Farmer
/s/ CHARLES H. MOORE Director June 27, 2000
------------------------- -------------
Charles H. Moore
/s/ FRANK W. BUBB Attorney-In-Fact for the June 27, 2000
------------------------- Officers and Directors of -------------
Frank W. Bubb The Sports Authority, Inc.
II-4
<PAGE>
INDEX OF EXHIBITS
Exhibit No. Description
----------- -----------
5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
shares being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
24 Power of Attorney (included as part of the signature page).
99.1 The Sports Authority, Inc. Director Stock Plan.
