REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
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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 of (I.R.S. Employer Identification No.)
incorporation or organization)
191 Spring Street
Lexington, Massachusetts 02173
(Address of Principal Executive Offices) (Zip Code)
THE STRIDE RITE CORPORATION
1998 LONG-TERM GROWTH INCENTIVE PLAN
(Full title of the Plan)
Charles W. Redepenning, Jr., Esq.
The Stride Rite Corporation
191 Spring Street
Lexington, Massachusetts 02173
(617) 824-6000
(Name, address, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------- --------------------- ------------------------- ----------------------------- -----------------
Title of securities Amount to be Proposed maximum Proposed maximum aggregate Amount of
to be registered (1) registered offering price per share offering price (2) registration fee
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<S> <C> <C> <C> <C>
The Stride Rite 2,400,000 shares $12.66 $30,384,000 $8,963.28
Corporation Common
Stock (par value
$.25 per share)
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</TABLE>
(1) This Registration Statement also pertains to The Stride Rite Corporation's
Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights
Agreement between The Stride Rite Corporation and BankBoston, N.A., dated as of
June 18, 1997. 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) Estimated solely for the purpose of computing the registration fee 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 April 24, 1998.
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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 (the "Commission") are incorporated by reference into this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for its fiscal year
ended November 28, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
period ended February 27, 1998;
(c) The description of the Common Stock of the Company and the
rights of holders thereof contained in the Company's
registration statement on Form 10 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") dated
November 25, 1960; and
(d) The description of the Company's Preferred Stock Purchase
Rights contained in the Company's registration statement on
Form 8-A under the Exchange Act dated July 1, 1997.
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").
Any statement contained herein or 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.
- --------
(1) This information is not required to be included in, and is not incorporated
by reference in, this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 67 of the Massachusetts Business Corporation Law, as amended
(the "MBCL"), empowers the Company to provide certain rights of indemnification
in its articles of organization or by-laws.
The Company's Restated Articles of Organization, as amended (the
"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 any 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 MBCL.
As permitted by the MBCL, 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.
3
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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 29, 1986, incorporated by
reference from Exhibit 4(i) to the Registrant's Form S-8 filed
on October 25, 1996.
(ii) Articles of Amendment dated April 7, 1987 to Restated Articles
of Organization, incorporated by reference from Exhibit 4(i) to
the Registrant's Form S-8 filed on October 25, 1996.
(iii) Articles of Amendment dated December 16, 1987 to Restated
Articles of Organization of the Registrant, incorporated by
reference from Exhibit 4(i) to the Registrant's Form S-8 filed
on October 25, 1996.
(iv) Articles of Amendment dated December 3, 1991 to the Restated
Articles of Organization of the Registrant, incorporated by
reference from Exhibit 4(i) to the Registrant's Form S-8 filed
on October 25, 1996.
(v) Certificate of Vote of Directors establishing a series of a
Class of Stock dated as of June 18, 1997, incorporated by
reference from Exhibit 3(v) of the Registrant's Form 10-K for
the fiscal year ended November 28, 1997.
(vi) By-laws of the Registrant, as amended, incorporated by
reference from Exhibit 3 of the Registrant's Form 10-Q for the
fiscal period ended June 1, 1990.
(vii) Rights Agreement dated June 18, 1997 between the Registrant and
BankBoston, N.A., incorporated by reference from Exhibit 1 to
the Registrant's Form 8-A dated July 1, 1997.
5 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the securities being registered.
23 (i) The consent of Goodwin, Procter & Hoar LLP is contained in the
opinion filed as Exhibit 5 to this Registration Statement.
(ii) Consent of Coopers & Lybrand L.L.P.
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:
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(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
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 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 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.
5
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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 Town of Lexington, Commonwealth of Massachusetts, on this
16th day of April, 1998.
THE STRIDE RITE CORPORATION
(Registrant)
By:/s/Robert C. Siegel
Robert C. Siegel,
Chairman of the Board, President and
Chief Executive Officer
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.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Robert C. Siegel Chairman of the Board, President, Chief April 16, 1998
(Robert C. Siegel) Executive Officer and Director
(Principal Executive Officer)
/s/John M. Kelliher Chief Financial Officer, Vice April 16, 1998
(John M. Kelliher) President, Finance and Treasurer
(Principal Financial Officer)
/s/Frank A. Caruso Vice President and Corporate Controller April 16, 1998
(Frank A. Caruso)
/s/Warren Flick Director April 16, 1998
(Warren Flick)
/s/Donald R. Gant Director April 16, 1998
(Donald R. Gant)
/s/Margaret A. McKenna Director April 16, 1998
(Margaret A. McKenna)
/s/Frank R. Mori Director April 16, 1998
(Frank R. Mori)
/s/Robert L. Seelert Director April 16, 1998
(Robert L. Seelert)
/s/Myles J. Slosberg Director April 16, 1998
(Myles J. Slosberg)
/s/W. Paul Tippett, Jr. Director April 16, 1998
(W. Paul Tippett, Jr.)
</TABLE>
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EXHIBIT INDEX
Exhibit Number Exhibit Name
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4(i) Restated Articles of Organization of the Registrant with
amendments thereto through November 28, 1986, incorporated by
reference from Exhibit 4(i) to the Registrant's Form S-8
filed on October 25, 1996.
4(ii) Articles of Amendment dated April 7, 1987 to Restated
Articles of Organization, incorporated by reference from
Exhibit 4(i) to the Registrant's Form S-8 filed on
October 25, 1996.
4(iii) Articles of Amendment dated December 16, 1987 to Restated
Articles of Organization of the Registrant, incorporated by
reference from Exhibit 4(i) to the Registrant's Form S-8
filed on October 25, 1996.
4(iv) Articles of Amendment dated December 3, 1991 to the Restated
Articles of Organization of the Registrant, incorporated by
reference form Exhibit 4(i) to the Registrant's Form S-8
filed on October 25, 1996.
4(v) Certificate of Vote of Directors establishing a series of
a Class of Stock dated as of June 18, 1997, incorporated
by reference from Exhibit 3(v) of the Registrant's Form
10-K for the fiscal year ended November 28, 1997.
4(vi) By-laws of the Registrant, as amended, incorporated by
reference from Exhibit 3 of the Registrant's Form 10-Q for
the fiscal period ended June 1, 1990.
4(vii) Rights Agreement dated June 18, 1997 between the Registrant
and BankBoston, N.A., incorporated by reference from Exhibit 1
to the Registrant's Form 8-A dated July 1, 1997.
5 Opinion of Goodwin, Procter & Hoar LLP as to the legality
of the securities being registered.
23(i) Consent of Goodwin, Procter & Hoar LLP is contained in
Exhibit 5 to this Registration Statement.
23(ii) Consent of Coopers & Lybrand L.L.P.
[GOODWIN, PROCTER & HOAR LLP LETTERHEAD]
April 27, 1998
The Stride Rite Corporation
191 Spring Street
P.O. Box 9191
Lexington, MA 02173-9191
Re: The Stride Rite Corporation
1998 Long-Term Growth Incentive 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 2,400,000
shares of the Common Stock, par value $.25 per share (the "Shares"), of The
Stride Rite Corporation (the "Company") which may be issued by the Company
pursuant to the Company's 1998 Long-Term Growth Incentive Plan (the "Plan").
We have acted as counsel to the Company in connection with the
preparation of the Plan and the registration of the Shares under the Act. We
have examined the Restated Articles of Organization, together with all
amendments thereto, and the By-Laws of the Company; such records of proceedings
of the Company's Board of Directors as we have deemed material; a Registration
Statement on Form S-8 under the Act relating to the Shares (the "Registration
Statement"); and such other certificates, records, instruments and documents as
we considered necessary for the purposes of this opinion.
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.
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The Stride Rite Corporation
April 27, 1998
Page 2
Based upon and subject to 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 and the Plan, the Shares will be legally issued,
fully paid and non-assessable shares of the Company's Common Stock.
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 securities.
We understand that this opinion is to be used in connection
with the Registration Statement. We consent to the use of our name in the
Registration Statement and the filing of this opinion with the Registration
Statement.
Very truly yours,
/s/Goodwin, Procter & Hoar LLP
Goodwin, Procter & Hoar LLP
[LETTERHEAD OF COOPERS & LYBRAND]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
The Stride Rite Corporation, on Form S-8 of our report dated January 8, 1998, on
our audits of the consolidated financial statements and financial statement
schedules of The Stride Rite Corporation as of November 28, 1997 and November
29, 1996, and for the years ended November 28, 1997, November 29, 1996 and
December 1, 1995, which report is included in its Annual Report on Form 10-K.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
April 28, 1998
