As filed with the Securities and Exchange Commission on June 27, 2000
Registration No. 33-09259
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
Fort Lauderdale, Florida 33319 33319
(Address of principal executive offices) (Zip Code)
The Sports Authority, Inc. Management Stock Purchase Plan
The Sports Authority, Inc. Stock Option Plan
The Sports Authority, Inc. Employee Stock Purchase Plan
The Sports Authority, Inc. Director Stock Plan
(Full title of the plans)
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Amount of Securities Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Offering Price Aggregate Registration Fee (1)
to be Registered (4) (5) (8) Per Share (1)(2) Offering Price (1) (2) (7) (3) (6)
---------------------------- ------------------------- ---------------------- ---------------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 1,109,195 $19.00 $21,074,705 $7,267.58
============================ ========================= ====================== ============================ ======================
</TABLE>
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(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"),
based upon the initial public offering price per share of common stock,
par value $0.01 ("Common Stock") of The Sports Authority, Inc. (the
"Company") on November 18, 1994.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The registration fee has been calculated pursuant to Section 6 (b) of
the Securities Act.
(4) Includes 314,578 shares of Common Stock available for issuance pursuant
to the Company's Management Stock Purchase Plan, 741,506 shares of
Common Stock under the Company's Employee Stock Purchase Plan and
53,111 shares of Common Stock under the Company's Director Stock Plan,
plus such additional number of shares of Common Stock as may be
issuable pursuant to Rule 416 ("Rule 416"), promulgated under the
Securities Act and the antidilution provisions under each of the plans,
originally registered hereunder.
(5) On November 18, 1994, the Company filed a Registration Statement on
Form S-8 (the "1994 Registration Statement") for The Sports Authority,
Inc. Management Stock Purchase Plan, The Sports Authority, Inc. Stock
Option Plan (the "1994 Stock Option Plan"), The Sports Authority, Inc.
Employee Stock Purchase Plan and The Sports Authority, Inc. Director
Stock Plan. The 1994 Registration Statement registered 1,517,739 shares
of Common Stock to the 1994 Stock Option Plan. On July 16, 1996 the
Company effected a three for two Common Stock split. Following the
stock split, pursuant to Rule 416, the 1994 Registration Statement
registered 2,276,608 shares of Common Stock under the 1994 Plan.
Effective June 1, 2000 the Company and its shareholders approved and
adopted The Sports Authority, Inc. 2000 Stock Option and Stock Award
Plan (the "2000 Plan"). By its terms, the 2000 Plan amends, restates
and replaces the 1994 Stock Option Plan. Therefore, in accordance with
Telephone Interpretations G89 and G90 (Securities Act Forms) of the
Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations, dated July 1997 and General Instruction E to Form S-8
(collectively, the "Commission Advice") the Company hereby deregisters
2,276,608 shares of Common Stock, currently registered to the 1994
Stock Option Plan pursuant to the 1994 Registration Statement.
Simultaneously with the filing of this Post-Effective Amendment No. 1
to the 1994 Registration Statement ("Amendment No. 1") the Company is
filing a Registration Statement on Form S-8 for the 2000 Plan (the
"2000 Plan Registration Statement"). By its terms, the 2000 Plan
Registration Statement shall register the 2,276,608 shares of Common
Stock under the 2000 Plan. Therefore, in accordance with the Commission
Advice, the Company intends that the shares deregistered by this
Amendment No. 1, and the associated filing fee already paid for such
shares, be applied to shares to be registered under the 2000 Plan
Registration Statement and the filing fee to be paid for the 2000 Plan
Registration Statement.
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(6) The original filing fee for the 1994 Registration Statement was $17,212
of which $9,944.42 represented the filing fee for Common Stock
registered to the 1994 Stock Option Plan. By the terms of this
Amendment No. 1 and in accordance with the Commission Advice the
Company intends that the filing fee of $9,944.42 be applied to the
filing fee for shares of Common Stock registered to the 2000 Plan under
the 2000 Plan Registration Statement. The residual filing fee of
$7,267.58 was included in a wire of $17,212 paid by the Company to the
Commission on or about November 18, 1994.
(7) The original Proposed Maximum Aggregate Offering Price was $49,911,746
of which $28,837,041 represented the price of shares of Common Stock
registered to the 1994 Stock Option Plan. By the terms of this
Amendment No. 1 the Company intends that the price of $28,837,041 be
applied to the price of shares of Common Stock registered to the 2000
Plan under the 2000 Plan Registration Statement. The residual Proposed
Maximum Aggregated Offering Price is $21,074,705.
(8) This Amendment No. 1 does not amend or in any other way affect The
Sports Authority, Inc. Management Stock Purchase Plan, The Sports
Authority, Inc. Employee Stock Purchase Plan or The Sports Authority,
Inc. Director Stock Plan including, without limitation, changing the
number and type of securities registered to those plans under the 1994
Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The contents of the 1994 Registration Statement filed by the Company
with the Commission are hereby incorporated by reference.
Item 8. Exhibits.(1)
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
Exhibit No. Description
99.5 The Sports Authority, Inc. 2000 Stock Option and Stock
Award Plan.
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(1) No consents are required because this Amendment No. 1 to the 1994
Registration Statement deregisters shares.
II-1
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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
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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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/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 Officers June 27, 2000
-------------------------- and Directors of
Frank W. Bubb The Sports Authority, Inc.
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INDEX OF EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.5 The Sports Authority, Inc. 2000 Stock Option and Stock
Award Plan
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