REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE STRIDE RITE CORPORATION
(Exact name of Issuer as specified in its charter)
Massachusetts 04-1399290
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Five Cambridge Center
Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
THE STRIDE RITE CORPORATION
1994 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN
(Full title of Plan)
Karen K. Crider, Esq.
The Stride Rite Corporation
Five Cambridge Center
Cambridge, Massachusetts 02142
(617) 499-6036
(Name, address, and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered(1) registered(2) share price(3) fee
The Stride Rite
<S> <C> <C> <C> <C>
Corporation Common 100,000 $12.3125 $1,231,250 $424.57
Stock (par value shares
$.25 per share)
</TABLE>
<PAGE>
1. This Registration Statement also pertains to The Stride Rite
Corporation's Preferred Stock Purchase Rights (the "Rights").
Until the occurrence of certain prescribed events, the Rights are
not exercisable, are evidenced by the certificates for the Common
Stock and will be transferred along with and only with such
securities. Thereafter, separate Rights certificates will be
issued representing one Right for each share of Common stock
held, subject to adjustment pursuant to anti-dilution provisions.
2. Plus such indeterminate number of shares as may be issued to
prevent dilution resulting from stock splits, stock dividends or
similar transactions in accordance with Rule 416 under the
Securities Act of 1933.
3. Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, the proposed maximum offering price per share and the
registration fee are based on the reported average of the high
and low prices for the Registrant's Common Stock on the New York
Stock Exchange on June 29, 1994.
This Registration Statement, including all exhibits and attachments,
contains 16 pages. The exhibit index may be found on page 9.
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K for its fiscal
year ended December 3, 1993;
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the annual
report referred to in paragraph (a) above; and
(c) The description of Common Stock of the Company and the
rights of holders thereof contained in the Company's registration
statement on Form 10 under the Exchange Act dated November 25, 1960 filed with
the Commission.
(d) The description of the company's Preferred Stock
Purchase Rights contained in the Company's registration statement on
Form 10 under the Exchange Act dated November 25, 1960 filed with the
Commission.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from their
respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however that the documents enumerated above or
subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act in each year during which the offering
made by this Registration Statement is in effect prior to the filing
with the Commission of the Company's Annual Report on Form 10-K
covering such year shall not be Incorporated Documents or be
incorporated by reference in this Registration Statement or be a part
hereof from and after the filing of such Annual Report on Form 10-K.
- -----------------------------
(1) This information is not required to be included in, and is not
incorporated by reference in, this Registration Statement.
<PAGE>
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document 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
Inapplicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Organization provide that each person
who serves or has served as a director or in any other office filled
by election or appointment by the Stockholders or the Board of
Directors or, in the case of an organization other than a corporation,
by an equivalent body (an "Officer") of the Company (and his heirs or
personal representatives) shall be indemnified by the Company against
all liability fixed by a judgment, order, decree, or award in any
action, suit or proceeding, civil or criminal, brought or threatened
in or before any court, tribunal, administrative or legislative body
or agency (a "Proceeding"), any amount reasonably paid in settlement
of a Proceeding and any professional fees and other disbursements
reasonably incurred in a Proceeding ("Expenses") incurred by him in
connection with a Proceeding in which he is involved as a result of
his serving or having served as an Officer of the Company or, at the
request of the Company, as an Officer of any other organization in
which the Company owns shares or of which it is a creditor, except
with respect to a matter as to which it shall have been adjudicated in
any Proceeding that he did not act in good faith in the reasonable
belief that his action was in the best interests of the Company. In
the event that a Proceeding is compromised or settled so as to impose
any liability or obligation upon an Officer or the Company, no
indemnification shall be provided to the Officer with respect to a
matter if the Company has obtained an opinion of counsel that with
respect to that matter the Officer did not act in good faith in the
reasonable belief that his action was in the best interests of the
Company.
In addition, the Articles of Organization provide that a director
of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation
thereof is not permitted under the Massachusetts Business Corporation
Law.
As permitted by Massachusetts law, the Company has purchased
directors' and officers' liability insurance, which insures against
certain losses arising from claims against directors or officers of
the Company by reason of certain acts, including a breach of duty,
neglect, error, misstatement misleading statement, omission or other
act done or wrongfully attempted or any of the foregoing so alleged by
any claimant or any claim against an officer or director of the
Company solely by reason of his or her being such officer or director.
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
Item 8. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
4 (i) Restated Articles of Organization of the Registrant with
amendments thereto through November 28, 1986 -- Such
document was filed as Exhibit 3(i) to the Registrant's Form
10-K for the fiscal year ended November 28, 1986 and is
incorporated herein by reference.
(ii) Articles of Amendment dated April 7, 1987 to Restated
Articles of Organization -- Such document was filed as
Exhibit 3 to Registrant's Form 10-Q for the fiscal period
ended February 27, 1987 and is incorporated herein by
reference.
(iii) Articles of Amendment dated December 16, 1987 to Restated
Articles of Organization of the Registrant -- Such document
was filed as Exhibit 3(iii) to Registrant's Form 10-K for
the fiscal year ended November 27, 1987 and is incorporated
herein by reference.
(iv) Articles of Amendment dated December 3, 1991 to the Restated
Articles of Organization of the Registrant -- Such document
was filed as Exhibit 3(iv) to Registrant's Form 10-K for the
fiscal year ended November 29, 1991 and is incorporated
herein by reference.
(v) Rights Agreement dated July 2, 1987, as amended on May 1,
1989, between the Registrant and The First National Bank of
Boston -- Such document was filed as an exhibit to
Registrant's Form 8 dated May 4, 1989 and its Form 8-K dated
June 27, 1989 and is incorporated herein by reference.
(vi) Note Purchase Agreement dated September 23, 1977 -- Such
document was filed as Exhibit 4(ii) to the Registrant's Form
10-K for the fiscal year ended November 28, 1986 and is
incorporated herein by reference.
<PAGE>
5 Opinion of Goodwin, Procter & Hoar as to the legality of the
securities being registered.
23 (i) The consent of Goodwin, Procter & Hoar is contained in the
opinion filed as Exhibit 5 to this Registration Statement.
(ii) Consent of Coopers & Lybrand
99 The Stride Rite Corporation 1994 Non-Employee Director Stock
Ownership Plan.
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, as amended (the "Securities Act"), (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, (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) of this section 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 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; and
(3) to remove from registration by means of a post-effective amendment
any of 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
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.
<PAGE>
(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
of 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.
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Cambridge, Commonwealth of Massachusetts,
on June 29, 1994.
THE STRIDE RITE CORPORATION THE STRIDE RITE CORPORATION
By: /s/ John M. Kelliher By: /s/ Robert C. Siegel
John M. Kelliher, Vice Robert C. Siegel, Chairman
President, Finance of the Board, President and
Treasurer and Controller Chief Executive Officer
(Principal Accounting Officer)
Date: June 29, 1994 Date: June 29, 1994
Pursuant to the requirements of the Securities Act of 1933 (as
amended), this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
/s/ Robert C. Siegel /s/ Donald R. Gant
Robert C. Siegel, Chairman of Donald R. Gant, Director
the Board of Directors, President
and Chief Executive Officer
Date: June 29, 1994 Date: June 29, 1994
/s/ Theodore Levitt /s/ Margaret A. McKenna
Theodore Levitt, Director Margaret A. McKenna, Director
Date: June 29, 1994 Date: June 29, 1994
/s/ Myles J. Slosberg /s/ W. Paul Tippett
Myles J. Slosberg, Director W. Paul Tippett, Director
Date: June 29, 1994 Date: June 29, 1994
/s/ Robert Seelert
Robert Seelert, Director
Date: June 29, 1994
<PAGE>
Exhibit Index
Exhibit Number Exhibit Name Page Number
5 Opinion of Goodwin, Procter &
Hoar as to the legality of the
securities being registered
23(i) Consent of Goodwin, Procter & ---
Hoar is contained in Exhibit 5
to this Registration Statement
23(ii) Consent of Coopers & Lybrand
99 The Stride Rite Corporation
1994 Non-Employee Director
Stock Ownership Plan
EXHIBIT 5 and 23(i)
July 1, 1994
The Stride Rite Corporation
Five Cambridge Center
Cambridge, MA 02142
Re: The Stride Rite Corporation 1994 Non-Employee Director
Stock Ownership Plan
Ladies and Gentlemen:
This opinion is furnished in connection with the
registration pursuant to the Securities Act of 1933, as amended
(the "Act), of 100,000 shares (the "Shares") of Common Stock, par
value $.25 per share (the "Common Stock"), of The Stride Rite
Corporation (the "Company") which may be issued by the Company
pursuant to the Stride Rite Corporation 1994 Non-Employee
Director Stock Ownership Plan (the "Plan").
We have acted as counsel to the Company in connection with
the registration of the Shares under the Act. We have examined
the Articles of Organization and the By-laws of the Company, each
as amended to date; such records of the corporate proceedings of
the Company as we deemed material; and a Registration Statement on
Form S-8 under the Act relating to the Shares (the "Registration
Statement").
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any
jurisdictions other than the laws of the United States of America
and the Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that upon
the issuance and delivery of the Shares in accordance with the
terms of the Registration Statement, the Plan and the option
agreements under the Plan, the Shares will be validly issued,
fully paid and non-assessable shares of the Company's Common
Stock.
<PAGE>
The Stride Rite Corporation
July 1, 1994
Page 2
The foregoing assumes that all requisite steps will be taken
to comply with the requirements of the Act and applicable
requirements of state laws regulating the offer and sale of the
Shares.
We hereby consent to the filing of this opinion as part of
the above-referenced Registration Statement and to the use of our
name therein.
Very truly yours,
/s/ Goodwin, Procter & Hoar
GOODWIN, PROCTER & HOAR
79998.c1
EXHIBIT 23(ii)
Consent of Independent Accountants
To the Board of Directors of
The Stride Rite Corporation
We consent to the incorporation by reference in the Registration
Statement of the Stride Rite Corporation on Form S-8 of our
report dated January 20, 1994 on our audits of the consolidated
financial statements and financial statement schedules of the
Stride Rite Corporation as of December 3, 1993 and November 27,
1992 and for each of the three years in the period ended December
3, 1993, which reports are included or incorporated by reference
in the Annual Report on Form 10-K of the Stride Rite Corporation
for fiscal year ended December 3, 1993. We also consent to the
reference to our firm as experts.
/s/ Coopers & Lybrand
Coopers & Lybrand
Boston, Massachusetts
June 27, 1994
EXHIBIT 99
The Stride Rite Corporation
1994 Non-Employee Director Stock Ownership Plan
Section 1: Purpose
The Stride Rite Corporation 1994 Non-Employee Director Stock Ownership
Plan (the "Plan") has been adopted to promote the long-term growth and
financial success of The Stride Rite Corporation (the "Company") by
attracting and retaining non-employee directors of outstanding ability
and assisting the Company in promoting a greater identity of interest
between the Company's non-employee directors and its stockholders.
Section 2: Definitions
As used in the Plan, the following terms have the respective meanings
as set forth below.
- - Award means any Stock Option or Stock Award granted under the
Plan.
- - Board means the Company's Board of Directors.
- - Common Stock means the Common Stock of the Company.
- - Company means The Stride Rite Corporation, a corporation
established under the laws of the Commonwealth of Massachusetts,
and any entity that is directly or indirectly controlled by the
Company.
- - Fair Market Value means the last reported sale price on the
trading date preceding the specified date at which the Common
Stock is traded or, if no Common Stock is traded on such date,
the most recent date on which Common Stock was traded preceding
the specified date, as reflected on The New York Stock Exchange
or par value of Common Stock if greater.
- - 1934 Act means the Securities Exchange Act of 1934 as amended
from time to time.
- - Participant means a Director of the Board who is not an employee
of the Company coincident with or subsequent to shareholder
approval of the Plan.
- - Shares means of the Common Stock, $.25 par value, of the Company.
- - Stock Award means an Award to a Participant comprised of Common
Stock or valued by reference to Common Stock granted under
Section 6 of the Plan.
<PAGE>
- - Stock Option means an Award in the form of the right to purchase
a specified number of Shares at a specified price during a
specified period granted under Section 6 of the Plan.
Section 3: Effective Dates
The Plan shall be in effect as of April 14, 1994, subject to approval
by the Company's stockholders. No Awards may be made under the Plan
after ten years from the date of approval or earlier termination of
the Plan by the Board.
Section 4: Plan Operation
The Plan is intended to meet the requirements of Rule 16b-3(c)(2)(ii)
adopted under the 1934 Act (or its successor) and accordingly is
intended to be self-governing. To this end the Plan requires no
discretionary action by any administrative body with regard to any
transaction under the Plan. To this extent, if any, that any
questions of interpretation arise, these shall be resolved by the
Board.
Section 5: Stock Available for Awards
(a) Common Shares Available. The maximum number of Shares available
for Awards under the Plan may not exceed 100,000 shares of Common
Stock of the Company.
(b) Adjustments and Reorganizations. Adjustments shall be made to
meet the intent of the Plan. Such appropriate adjustments shall
be made to (i) the number of shares available under the Plan and
which thereafter may be made the subject of Awards under the
Plan, and (ii) the number and type and exercise price of Shares
subject to outstanding Stock Options, provided such adjustments
are consistent with the effect on other stockholders arising from
any corporate restructuring action. Such actions may include,
but are not limited to, any stock dividend, stock split,
combination or exchange of shares, merger, consolidation, spin-
off, recapitalization, or other distributions (other than normal
cash dividends) of Company assets to stockholders, or any other
change affecting shares. Adjustments shall also be made in the
calculation of Fair Market Value as necessary to preserve the
Participants' rights under the Plan.
(c) Common Stock Usage. The number of Shares of Common Stock
underlying any Awards granted under the Plan which are forfeited,
cancelled, reacquired by the Company, satisfied without issuance
of Common Stock or otherwise terminated (other than by exercise)
shall again be available for granting of additional awards under
the Plan.
<PAGE>
Section 6: Awards
(a) Stock Options. Simultaneous with the adoption of the Plan by
stockholders, each Participant at such time shall automatically
be granted a non-qualified Stock Option to purchase 5,000 shares.
Thereafter, upon election of appointment to the Board, each
Participant who was not a Director of the Company on the date of
stockholder approval, shall automatically be granted a non-
qualified Stock Option to purchase 5,000 shares. The option
exercise price shall be the Fair Market Value of a Share on the
date of the grant payable at the time of exercise in cash or
Shares valued at their Fair Market Value. Each Stock Option
shall have a term of ten years and shall become exercisable as
follows: options with respect to 1,600 Shares one year after
election to the Board; options with respect to 1,700 Shares two
years after election to the Board and options with respect to
1,700 Shares three years after election to the Board.
Participants will receive credit for prior service on the Board
in satisfying these vesting requirements. Such options shall
continue to be granted to new Participants until the Plan is
terminated or amended to eliminate or change such grants.
(b) Stock Awards. On the day after the date of the effectiveness of
the Registration Statement for the Shares and Options and the day
after each annual meeting of stockholders commencing with the
1995 annual meeting of stockholders, the Company will issue to
each Participant 500 Shares until the Plan is terminated or
amended.
Section 7: General Provisions Applicable to Awards
(a) Non-Transferability of Stock Options. Stock Options granted
under Section 6(a) hereof may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than
by will or under the laws of descent and distribution. The
designation of a beneficiary shall not constitute a transfer. An
option may be exercised, during the lifetime of the Participant,
only by such Participant or his legal representative.
(b) Termination of Directorship. If for any reason a Participant
ceases to be a Director of the Company one year or more after the
Director's initial election or appointment to the Board while
holding an option granted under this plan, any option which has
vested shall continue to be exercisable for a period of three
years or the remainder of the option term whichever is shorter
(the "post termination period"). If for any reason other than
death a Participant ceases to be a Director of the Company within
one year of the Director's initial election or appointment to the
Board, the option grant under this plan and held by the Director
shall be cancelled as of the date of such termination. In the
event a Participant dies within one year of initial election or
appointment to the Board, the options shall be exercisable by
will or in accordance with the laws of descent of distribution
for a period of three years following the date of death.
(c) Documentation of Grants. Awards made under the Plan shall be
evidenced by written agreements or such other appropriate
documentation as the Board shall prescribe. The Board need not
require the execution of any instrument or acknowledgment of
notice of an Award under the Plan, in which case acceptance of
such Award by the respective Participant will constitute
agreement to the terms of the Award.
<PAGE>
(d) Plan Amendment. The Board may suspend the Plan or any portion of
the Plan. The Board may also amend the Plan if deemed to be in
the best interests of the Company and its stockholders; provided,
however, that (a) no such amendment may impair any Participant's
right regarding any outstanding grants, elections or other right
to receive shares under the Plan without his or her consent, (b)
the Plan may not be amended more than once every six months,
unless such amendment is permitted by Rule 16b-3(c)(2)(ii)(B)
under the 1934 Act or its successor.
(e) Governing Law. The validity, construction and effect of the Plan
and any such actions taken under or relating to the Plan shall be
determined in accordance with the laws of the Commonwealth of
Massachusetts and applicable federal law.
