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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
CUTTER & BUCK INC.
(Exact Name of Registrant as Specified in Its Charter)
Washington 91-1474587
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Martin J. Marks
2701 First Avenue, Suite 500 2701 First Avenue, Suite 500
Seattle, Washington 98121 Seattle, Washington 98121
(Address of Principal Executive Offices, (206) 622-4191
including zip code) (Name, address and telephone number,
including area code, of agent
for service)
CUTTER & BUCK INC. 2000 STOCK INCENTIVE PLAN
CUTTER & BUCK 2000 TRANSITION STOCK INCENTIVE PLAN FOR OFFICERS
CUTTER & BUCK 2000 TRANSITION STOCK INCENTIVE PLAN FOR NON-OFFICERS
(Full Title of Plans)
Copies to:
Gregory L. Anderson
William W. Lin
Lane Powell Spears Lubersky LLP
1420 Fifth Avenue, Suite 4100
Seattle, Washington 98101-2338
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount of
To Be Registered Registered (1) Share(2) Price(2) Registration Fee
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<S> <C> <C> <C> <C>
2000 Stock Incentive Plan 1,000,000 $10.03125 $10,031,250 $2,648.25
Common Stock, no par value
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2000 Transition Stock 25,000 $10.03125 $250,781 $66.21
Incentive Plan for Officers
Common Stock, no par value
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2000 Transition Stock 70,000 $10.03125 $702,188 $185.38
Incentive Plan for Non-Officers
Common Stock, no par value
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Total 1,095,000 $10.03125 $10,984,219 $2,900
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</TABLE>
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(1) Together with an indeterminate number of additional shares of common stock
which may be necessary to adjust the number of shares of common stock reserved
for issuance pursuant to the Plans as the result of any future stock split,
stock dividend or similar adjustment of the outstanding common stock of the
Registrant.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended
(the "Securities Act"). The price per share is estimated to be $10.03125 based
on the average of the high ($10.25) and low ($9.8125) sales prices for the
Common Stock on October 16, 2000 as reported on the Nasdaq National Market.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Cutter & Buck Inc. (the
"Registrant" or "Company"), a Washington corporation, relating to 1,095,000
shares of its common stock, no par value (the "Common Stock"), issuable to
employees and consultants of the Company under the Cutter & Buck Inc. 2000 Stock
Incentive Plan, to officers of the Company under the Cutter & Buck 2000
Transition Stock Incentive Plan for Officers and to non-officers of the Company
under the Cutter & Buck 2000 Transition Stock Incentive Plan for Non-Officers.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to Part 1
of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to Part 1
of Form S-8.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this Registration
Statement:
(a) The Registrant's latest Annual Report on Form 10-K
for the year ended April 30, 2000 filed with the
Commission on July 31, 2000;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above,
including the Registrant's definitive proxy statement
filed with the Commission on August 18, 2000 and the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 31, 2000 filed with the Commission
on September 14, 2000; and
(c) The description of the Company's Common Stock
contained in Amendment No. 1 to the Company's
Registration Statement on Form S-3 (Registration No.
333-81145) filed with the Commission on July 20,
1999, including any amendment or report filed for the
purpose of updating such description.
All reports and other documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior
to the filing of a post-effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the securities covered hereby
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the validity of the common stock offered
hereby are being passed upon by Lane Powell Spears Lubersky LLP, Seattle,
Washington. Members of that firm beneficially owned 3,750 shares of the
Registrant's common stock as of September 25, 2000.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation
Act authorize a court to award, or a corporation's board of directors to grant,
indemnification to directors and officers on terms sufficiently broad to permit
indemnification under certain circumstances for liabilities arising under the
Securities Act. Article XI of the Registrant's Restated Articles of
Incorporation provides for indemnification of the Registrant's directors,
officers and employees and agents to the fullest extent permitted by Washington
law.
Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except in
certain circumstances involving intentional misconduct, self-dealing or illegal
corporate loans or distributions, or any transactions from which the director
personally receives a benefit in money, property or services to which the
director is not legally entitled. Article X of the Registrant's Restated
Articles of Incorporation contains provisions implementing, to the fullest
extent permitted by Washington law, such limitations on a director's liability
to the Registrant and its shareholders.
Officers and directors of the Registrant are covered by insurance (with certain
exceptions and certain limitations) that indemnifies them against losses and
liabilities arising from certain alleged "wrongful acts," including alleged
errors or misstatements, or certain other alleged wrongful acts or omissions
constituting neglect or breach of duty.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
5.1 Opinion of Lane Powell Spears Lubersky LLP regarding the
legality of the Common Stock being registered
10.1 Cutter & Buck Inc. 2000 Stock Incentive Plan
10.2 Cutter & Buck 2000 Transition Stock Incentive Plan for
Officers
10.3 Cutter & Buck 2000 Transition Stock Incentive Plan for
Non-Officers
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Lane Powell Spears Lubersky LLP (included in
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
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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;
(ii) 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 this
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement.
Provided, however, that paragraphs A.(1)(i) and A.(1)(ii) above 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 by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.
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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities 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 of 1933, 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 Seattle, State of Washington, on the 22nd day of
September, 2000.
CUTTER & BUCK INC.
/s/ MARTIN J. MARKS
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By: Martin J. Marks
Its: President and Chief Operating Officer
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POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Harvey N.
Jones and Martin J. Marks, and each of them, his true and lawful
attorneys-in-fact and agents, each with full power of substitution to execute in
the name and on the behalf of each person, individually and in each capacity
stated below, and to file, any and all amendments to this registration
statement, including any and all post-effective amendments, and any related Rule
462(b) registration statement and any amendment thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on the 22nd day of September, 2000.
SIGNATURE TITLE
/s/ HARVEY N. JONES Chairman of the Board, Chief Executive
------------------------------------ Officer and Director (Principal Executive
Harvey N. Jones Officer)
/s/ MARTIN J. MARKS President, Chief Operating Officer and
------------------------------------ Director
Martin J. Marks
Vice President and Chief Financial Officer
/s/ STEPHEN S. LOWBER (Principal Financial and Accounting
------------------------------------ Officer)
Stephen S. Lowber
/s/ MICHAEL S. BROWNFIELD Director
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Michael S. Brownfield
/s/ FRANCES M. CONLEY Director
------------------------------------
Frances M. Conley
------------------------------------- Director
Larry C. Mounger
/s/ JAMES C. TOWNE Director
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James C. Towne
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
5.1 Opinion of Lane Powell Spears Lubersky LLP regarding the legality of
the Common Stock being registered
10.1 Cutter & Buck Inc. 2000 Stock Incentive Plan
10.2 Cutter & Buck 2000 Transition Stock Incentive Plan for Officers
10.3 Cutter & Buck 2000 Transition Stock Incentive Plan for Non-Officers
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Lane Powell Spears Lubersky LLP (included in opinion filed
as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
