<PAGE>
As filed with the Securities and Exchange Commission on June 28, 1996.
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------
OAKLEY, INC.
(Exact Name of Registrant as Specified in Its Charter)
WASHINGTON 95-3194947
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
10 HOLLAND
IRVINE, CALIFORNIA 92718
(Address, Including Zip Code, of Principal Executive Offices)
OAKLEY, INC. INTERPLANETARY 401(k) PLAN
(Full Title of the Plan)
R. LINK NEWCOMB
OAKLEY, INC.
10 HOLLAND
IRVINE, CALIFORNIA 92718
(714) 951-0991
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
----------------------------------------
COPY TO:
JEFFREY H. COHEN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
300 SOUTH GRAND AVENUE
SUITE 3400
LOS ANGELES, CALIFORNIA 90071
----------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of Securities to | Number of Shares to be | Proposed Maximum Offering | Proposed Maximum Aggre- | Amount of Registration |
be Registered | Registered | Price Per Share (1)(2) | gate Offering Price (1)(2) | Fee (3) |
<S> | <C> | <C> | <C> | <C> |
- -----------------------|------------------------|---------------------------|----------------------------|------------------------|
Common Stock, par | | | | |
value $.01 per share | 50,000 | $41.375 | $2,068,750 | $714 |
| | | | |
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Estimated pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended (the "Securities Act"), on the basis of the average
of the high and low sale prices for a share of common stock of Oakley,
Inc. ("Common Stock") on the New York Stock Exchange Composite Tape on
June 26, 1996.
(3) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act as follows: one-twenty-ninth (1/29) of one percent
of the Proposed Maximum Aggregate Offering Price of the shares of
Common Stock registered hereby.
-------------------
Pursuant to Rule 416(c) under the Securities Act, this registration statement
also covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
<PAGE>
REGISTRATION STATEMENT
ON
FORM S-8
PART II INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, Oakley, Inc., a Washington
corporation (the "Company") or the Oakley Interplanetary 401(k) Plan (the
"Plan"), pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the Securities Act, are incorporated by reference in this
registration statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (File No. 1-13848);
(b) The Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1996 (File No. 1-13848);
(c) The description of the Common Stock included in the
Company's Registration Statement on Form 8-A filed July 7,
1995 pursuant to Section 12(b) of the Exchange Act (File No.
1-13848), including any amendment or report filed for the
purpose of updating such information;
(d) All reports of the Company filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the most
recent fiscal year; and
(e) The Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1995 (filed concurrently herewith).
All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a
Page 1
<PAGE>
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be 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
of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation and Bylaws provide that the Company
shall, to the fullest extent permitted by the Washington Business Corporation
Act (the "Washington Business Act"), as amended from time to time, indemnify all
directors and officers of the Company, and may so indemnify employees or agents
of the Company. Section 23B.08.560 of the Washington Business Act provides in
part that if authorized by the corporation's articles of incorporation or a
shareholder approved or ratified bylaw or board resolution, a corporation shall
have the power to indemnify, or agree to indemnify, any individual who was or is
threatened to be made a named defendant or respondent in any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal (a "proceeding"), by reason of
the fact that the individual is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against the payment of reasonable expenses (including
attorneys' fees), judgments, settlements, penalties, fines (including excise
taxes assessed with respect to an employee benefit plan) incurred with respect
to such proceeding without regard to the restrictions imposed on indemnification
under the Washington Business Act; provided that no indemnification can be
provided for liability for (i) acts or omissions of such individuals finally
adjudged to be intentional misconduct or a knowing violation of law,
(ii) conduct of such individuals finally adjudged to be in violation of
Page 2
<PAGE>
Section 23B.08.310 of the Washington Business Act (which section relates to
unlawful distributions), or (iii) any transaction with respect to which it
was finally adjudged that such individuals personally received a benefit in
money, property or services to which such individuals were not legally
entitled. The Company's Articles of Incorporation and Bylaws also require
advances for reasonable expenses for such individuals who are parties to such
a proceeding as provided by applicable law or by written agreement, which
written agreement may allow any required determination as to the availability
of indemnification to be made by any appropriate person or body consisting of
a member or members of the Board of Directors, any other person or body
appointed by the Board of Directors who is not a party to the particular
claim, or independent legal counsel.
The Company has entered into separate indemnification agreements (the
"Indemnification Agreements") with each of its directors and executive
officers (the "Indemnified Parties"), pursuant to which the Company has
agreed to defend and indemnify each such Indemnified Party for claims arising
from any actions or omissions of such Indemnified Party in his or her
capacity as a director, officer, employee, agent, fiduciary, or consultant of
the Company or any claim brought against such Indemnified Party by reason of
such Indemnified Party serving in such capacity, or by any reason of such
Indemnified Party serving at the request of the Company in such capacity with
another entity. The Indemnification Agreements do not permit the Company to
indemnify the Indemnified Parties for acts and omissions as to which
indemnification is not permitted under the Washington Business Act. In
addition, the Indemnity Agreements provide that, subject to certain
limitations, the Company must maintain directors' and officers' insurance
covering the Indemnified Parties and must advance expenses incurred by the
Indemnified Parties in defense of claims for which indemnification is
available under the Indemnification Agreements. Each Indemnified Party is
obligated to reimburse the Company for all losses and expenses paid by the
Company under the relevant Indemnity Agreement in the event and only to the
extent that a final determination is made that the Indemnified Party is not
entitled to indemnification under such Indemnity Agreement, the Company's
Articles of Incorporation or Bylaws, the Washington Business Act or other
applicable law.
Page 3
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Articles of Incorporation of the Company (incorporated by
reference from Amendment No. 3 to the Company's Registration
Statement on Form S-1 (File No. 33-93080, Exhibit 3.1),
dated August 8, 1995.
4.2 By-Laws of the Company (incorporated by reference from
Amendment No. 3 to the Company's Registration Statement on
Form S-1 (File No. 33-93080, Exhibit 3.2), dated August 8,
1995.
5.1 Opinion and Consent of Preston, Gates & Ellis regarding the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Preston, Gates & Ellis (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
registration statement).
ITEM 9. UNDERTAKINGS.
(a) 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;
Page 4
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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. 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 and of the
estimated maximum offering range may be reflected in the form of pro-
spectus 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;
(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
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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, 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.
Page 5
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.
(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.
(d) The registrant hereby undertakes to file with the Internal
Revenue Service ("IRS"), within the time period allowed under applicable law, a
request for determination of the qualified status of the Plan under Section
401(a) of the Internal Revenue Code of 1986, as amended, and in connection
therewith to file with the IRS and the Department of Labor any periodic or other
reports required in connection with such determination or as may otherwise be
required in connection with the Plan.
Page 6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Irvine, State of California, on this __ day of
June, 1996.
OAKLEY, INC.
By /s/ Link Newcomb
-------------------------------------
Name: Link Newcomb
Title: Executive Vice President
and Chief Financial Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below constitutes and appoints Link Newcomb and Donna Gordon his or her true and
lawful attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, 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, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jim Jannard
- --------------------------- Chairman of the Board, June 28, 1996
Jim Jannard President and Director
(Principal Executive
Officer)
/s/ Mike Parnell
- --------------------------- Chief Executive Officer June 28, 1996
Mike Parnell and Director
/s/ Link Newcomb
- --------------------------- Executive Vice President and June 28, 1996
Link Newcomb Chief Financial Officer
/s/ Donna Gordon
- --------------------------- Vice President of Finance June 28, 1996
Donna Gordon and Controller (Principal
Accounting Officer)
/s/ Irene Miller
- --------------------------- Director June 28, 1996
Irene Miller
/s/ Orin Smith
- --------------------------- Director June 28, 1996
Orin Smith
- --------------------------- Director June___, 1996
Michael Jordan
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
the members of the Plan Committee, as administrators of the Oakley
Interplanetary 401(k) Plan, have duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Irvine, State of California, on June 28, 1996.
/s/ Donna Gordon
- --------------------------- Member
Donna Gordon
/s/ Al Krueger
- --------------------------- Member
Al Krueger
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Articles of Incorporation of the Company (incorporated by
reference from Amendment No. 3 to the Company's Registration
Statement on Form S-1 (File No. 33-93080, Exhibit 3.1), dated
August 8, 1995.
4.2 By-Laws of the Company (incorporated by reference from Amendment
No. 3 to the Company's Registration Statement on Form S-1 (File
No. 33-93080, Exhibit 3.2), dated August 8, 1995.
5.1 Opinion and Consent of Preston, Gates & Ellis regarding the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Preston, Gates & Ellis (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
registration statement).
<PAGE>
[Letterhead]
June 27, 1996
EXHIBIT 5.1
Oakley, Inc.
10 Holland
Irvine, CA 92718
Re: Oakley, Inc.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") that you intend to file with the Securities
and Exchange Commission (the "Commission") in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of shares (the "Shares") of common stock, par value $.01 per share
("Common Stock"), of Oakley, Inc. (the "Company") to be issued by the Company
under the Oakley Interplanetary 401(k) Plan (the "Plan").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Plan, (ii) the Articles of Incorporation and the Bylaws of the
Company, (iii) copies of certain resolutions of the Board of Directors of the
Company relating to, among other things, the Plan, the Registration Statement
and the specimen form of stock certificate representing the Common Stock and
(iv) such other documents, certificates and records, as we have considered
necessary or appropriate for purposes of this opinion. In our examination, we
have assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
latter documents. As to any facts material to the opinion expressed herein,
we have relied upon oral or written statements and representations of
officers and other representatives of the Company and others.
Members of our firm are admitted to the Bar in the State of Washington
and we do not express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the
Shares will be when sold, legally issued, fully paid and non-assessable under
the Washington Business Corporation Act when certificates representing the
Shares shall have been duly delivered to the purchasers thereof against
payment of the agreed consideration therefor.
<PAGE>
Oakley, Inc.
June 27, 1996
Page 2
We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states to the sale of the Shares.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission.
Very truly yours,
PRESTON GATES & ELLIS
By C. Kent Carlson
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8, pertaining to the Oakley Interplanetary 401(k) Plan, of our
report, dated February 13, 1996, on the consolidated financial statements
of Oakley, Inc. appearing in the Annual Report on Form 10-K of Oakley, Inc.
for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
Costa Mesa, California
June 28, 1996
