As filed with the Securities and Exchange Commission on June 27, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE SPORTS AUTHORITY, INC.
(Exact name of issuer as specified in its charter)
Delaware 36-3511120
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
3383 N. State Road 7 33319
Ft. Lauderdale, Florida (Zip Code)
(Address of principal executive offices)
THE SPORTS AUTHORITY, INC. 2000 STOCK OPTION
AND STOCK AWARD 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
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<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================== ======================= ======================== ========================= =========================
Proposed Maximum Proposed Maximum Amount of registration
Title of securities Number of Shares Offering price per Aggregate Offering fee
to be registered To be registered (2) share (5) Price (1) (4) (1) (3)
------------------------------- ----------------------- ------------------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 4,526,608 $16.76 $77,071,416 $23,900.12
------------------------------- ----------------------- ------------------------ ------------------------- -------------------------
</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"),
solely for the purpose of calculating the registration fee.
(2) On November 18, 1994, The Sports Authority, Inc. (the "Company") filed
a Registration Statement on Form S-8 (the "1994 Registration
Statement") registering a total aggregate of 2,626,934 shares of the
Company's common stock, par value $0.01 (the "Common Stock") under the
Company's Management Stock Purchase Plan, Stock Option Plan, Employee
Stock Purchase Plan, and Director Stock Plan, of which 1,517,739 shares
were registered under the Company's Stock Option Plan (the "1994 Stock
Option Plan"). On July 16, 1996, the Company effected a three for two
Common Stock split. Pursuant to Rule 416, following the stock split,
the 1994 Registration Statement registered 2,276,608 shares under the
1994 Plan. On July 31, 1996, the Company filed a Registration Statement
on Form S-8 (the "1996 Registration Statement") registering 2,250,000
shares of Common Stock under the Company's 1996 Stock Option and
Restricted Stock Plan (the "1996 Plan"). Consequently, after the Stock
split, the 1994 Registration Statement and the 1996 Registration
Statement registered an aggregate total of 4,526,608 shares. Prior to
the date hereof, 250,808 stock options issued under the 1996 Plan were
exercised. Effective June 1, 2000, the Company and its shareholders
approved and adopted the Company's 2000 Stock Option and Stock Award
Plan (the "2000 Plan"). By its terms, the 2000 Plan amends, restates
and replaces both the 1994 Plan and the 1996 Plan. The Company intends
to deregister the aggregate total of 4,526,608 shares of Common Stock
from the 1994 Plan and the 1996 Plan, which consists of 2,276,608
shares of Common Stock from the 1994 Plan and 2,250,000 shares of
Common Stock from the 1996 Plan, and register 4,526,608 shares of
Common Stock under the 2000 Plan. In accordance with Telephone
Interpretations G89 and G90 (Securities 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 is filing
simultaneously with this Registration Statement on Form S-8 for the
2000 Plan (the "2000 Registration Statement") Post-Effective Amendment
No. 1 to the 1994 Registration Statement and Post-Effective Amendment
No. 1 to the 1996 Registration Statement. By its terms, Post-Effective
Amendment No. 1 to the 1994 Registration Statement deregisters
2,276,608 shares of Common Stock currently registered under the 1994
Plan. By its terms, Post-Effective Amendment No. 1 to the 1996
Registration Statement deregisters 2,250,000 shares of Common Stock
currently registered under the 1996 Plan. In accordance with the
Commission's Advice, and by its terms, this 2000 Registration Statement
registers under the 2000 Plan 2,276,608 shares of Common Stock
previously registered to the 1994 Plan, under the 1994 Registration
Statement, and 2,250,000 shares of Common Stock previously registered
to the 1996 Plan, under the 1996 Registration Statement, for an
aggregate total of 4,526,608 shares of Common Stock. Simultaneously,
and in accordance with the Commission Advice, the Company intends that
the filing fee previously paid to register the aggregate total of
4,526,608 shares of Common Stock under the 1994 Registration Statement
and the 1996 Registration Statement be applied to the registration of
the 4,526,608 shares of Common Stock under this 2000 Registration
Statement.
(3) The registration fee of $23,900.12 is the sum of $7,267.58, paid on or
about November 18, 1994 to register 1,517,739 shares of Common Stock to
the 1994 Plan under the 1994 Registration Statement, and $16,632.54
paid on or about July 31, 1996 to register
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2,250,000 shares of Common Stock to the 1996 Plan under the 1996
Registration Statement.
(4) The proposed maximum aggregate offering price of $77,071,416 is the sum
of the proposed maximum aggregate offering price of $28,837,041 for the
registration of 1,517,739 shares of Common Stock to the 1994 Plan under
the 1994 Registration Statement and the proposed maximum aggregate
offering price of $48,234,375 for the registration of 2,250,000 shares
of Common Stock to the 1996 Plan under the 1996 Registration Statement.
(5) The Proposed Maximum Offering Price per share is an arithmetical
average of the offering price of the 4,526,608 shares of Common Stock
registered under the 2000 Plan in this 2000 Registration Statement,
based on the prices determined in accordance with Rule 457 and set
forth in the 1994 Registration Statement and the 1996 Registration
Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by 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
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 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.
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
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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 LLP 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 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. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article Seventh of the Company's Amended and 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 was authorized by the Board of
Directors. In addition, the Company may, by action of 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
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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 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.
The Company will maintain insurance policies 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 Amended and 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.
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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
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4.1 Restated Certificate of Incorporation of The
Sports Authority, Inc. incorporated by reference
to Exhibit 3.1 to the Form 10-K for 1994.
4.2 Amended and Restated Bylaws of The Sports
Authority, Inc. incorporated by reference to
Exhibit 3.2 to the Form 10-Q for the third quarter
of 1998.
5 Opinion of Morgan, Lewis & Bockius LLP, counsel to
the Company.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Morgan, Lewis & Bockius LLP (included
as part of Exhibit 5).
24 Power of Attorney (included as part of the
signature page).
99.1 The Sports Authority, Inc. 2000 Stock Option and
Stock Award Plan.
The Company hereby undertakes that it will submit The Sports
Authority, Inc. 2000 Stock Option and Stock Award Plan, and any
amendment thereto, to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in
order to qualify such Plan.
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
i. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
ii. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
iii. 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 thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
iv. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
v. 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) of this
section 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 Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 that remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of
that is incorporated by reference in this Registration Statement shall be deemed
to be a new Registration Statement
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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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 person 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.
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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
-------------------------------
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 June 27, 2000
------------------------- Officers and Directors of -------------
Frank W. Bubb The Sports Authority, Inc.
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Restated Certificate of Incorporation of The Sports Authority,
Inc. incorporated by reference to Exhibit 3.1 to the Form 10-K
for 1994.
4.2 Amended and Restated Bylaws of The Sports Authority, Inc.
incorporated by reference to Exhibit 3.2 to the Form 10-Q for
the third quarter of 1998.
5 Opinion of Morgan, Lewis & Bockius LLP, counsel to the
Company.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Morgan, Lewis & Bockius LLP (included as part of
Exhibit 5).
24 Power of Attorney (included as part of the signature page).
99.1 The Sports Authority, Inc. 2000 Stock Option and Stock Award
Plan.
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