Registration Statement consists of 6 pages.
The Exhibit Index appears on page 4.
File No. 33-_____
As filed with the Securities and Exchange Commission on June 21, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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THE STRIDE RITE CORPORATION
(Exact Name of Registrant 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, MA 02421-8049
(Address of Principal Executive Offices)
(617) 824-6000
(Registrant's Telephone Number)
THE STRIDE RITE CORPORATION
1998 Stock Option Plan
(formerly named the 1998 Long-Term Growth Incentive Plan)
(Full Title of the Plan)
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James A. Eskridge
Chairman of the Board and Chief Executive Officer
THE STRIDE RITE CORPORATION
191 SPRING STREET
LEXINGTON, MASSACHUSETTS 02421-8049
(Name and Address of Agent for Service)
(617) 824-6000
(Telephone Number, Including Area Code, of Agent for Service)
With Copy to:
William V. Buccella, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
(617) 570-1000
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities to Amount to be Maximum Maximum Amount of
be Registered (2) Offering Aggregate Registration
Registered(1) Price Per Offering Price Fee
Share
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Common Stock,
par value $.25 1,500,000 $10.5625(3) $15,843,750 $4,405
per share shares
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(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) Plus such additional number of shares as may be required pursuant to the
Registrant's 1998 Stock Option Plan in the event of a stock dividend, stock
split, split-up, recapitalization or other similar event.
(3) Estimated solely for the purposes of computing the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933
(the "Securities Act"), 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 17, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The Stride Rite Corporation (the "Registrant") hereby incorporates by
reference the documents listed in (a) through (e) below, which have previously
been filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
November 27, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
February 26, 1999;
(c) The Registrant's Registration Statement on Form S-8, Registration no.
33-51163, relating to the 1998 Stock Option Plan (formerly named the
1998 Long-Term Growth Incentive Plan);
(d) The description of the Registrant's common stock contained in its
Registration Statement dated November 25, 1960 on Form 10 under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act");
and
(e) The description of the Registrant's Preferred Stock Purchase Rights
contained in the Company's registration statement on Form 8-A under
the Exchange Act dated July 1, 1997.
In addition, all documents subsequently filed with the Commission by the
Registrant 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 hereunder 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 a part hereof from the date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares to be offered hereby will be passed upon for the
Registrant by Goodwin, Procter & Hoar LLP, Boston, Massachusetts, counsel to the
Registrant. Goodwin, Procter & Hoar LLP receives compensation from the
Registrant for rendering legal services.
Item 8. Exhibits.
(a) The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
Exhibit
5.1 Opinion of Counsel, Goodwin, Procter & Hoar LLP, as to the legality
of the securities being registered.
23.1 Consent of Independent Accountants, PricewaterhouseCoopers LLP
23.2 Consent of Counsel, Goodwin, Procter & Hoar LLP (included in
Exhibit 5.1 hereto).
24.1 Powers of Attorney (included in Part II of this Registration
Statement).
<PAGE>
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 relating to the 1998 Stock Option Plan to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Lexington, the
Commonwealth of Massachusetts, on this 17th day of June, 1999.
THE STRIDE RITE CORPORATION
By: /s/ James A. Eskridge
James A. Eskridge
Chairman of the Board and
Chief Executive Officer
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 date indicated.
Each person whose signature appears below constitutes and appoints James A.
Eskridge and William V. Buccella, and each of them, as her or his true and
lawful attorney-in-fact and agent, with full power of substitution, for her or
him and in her or his name, place and stead, in any and all capacities to sign
any or all amendments or 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 attorney-in-fact and agent 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 might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or her or his substitute, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ James A. Eskridge Chairman of the Board and June 17, 1999
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James A. Eskridge Chief Executive Officer
/s/ Warren Flick Director June 17, 1999
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Warren Flick
/s/ Donald R. Gant Director June 17, 1999
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Donald R. Gant
/s/ Frank R. Mori Director June 17, 1999
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Frank R. Mori
/s/ Robert L. Seelert Director June 17, 1999
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Robert L. Seelert
2
<PAGE>
/s/ Myles J. Slosberg Director June 17, 1999
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Myles J. Slosberg
/s/ W. Paul Tippett, Jr. Director June 17, 1999
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W. Paul Tippett, Jr.
/s/ Bruce Van Saun Director June 17, 1999
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Bruce Van Saun
3
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
5.1 Opinion of Counsel, Goodwin, Procter & Hoar LLP, 5
as to the legality of the securities being registered.
23.1 Consent of Independent Accountants, 6
PricewaterhouseCoopers LLP
23.2 Consent of Counsel, Goodwin, Procter & Hoar LLP (included
in Exhibit 5.1 hereto).
24.1 Powers of Attorney (included in Part II of this
Registration Statement).
4
<PAGE>
EXHIBIT 5.1
June 21, 1999
The Stride Rite Corporation
191 Spring Street
Lexington, MA 02421
Re: The Stride Rite Corporation
Registration on Form S-8 of Securities
Under the 1998 Stock Option 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 1,500,000 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 pursuant to the
Company's 1998 Stock Option 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 Restated Articles
of Organization, as amended and the By-Laws of the Company; such records of the
corporate proceedings of the Company as we deemed material; the Registration
Statement on Form S-8 under the Act relating to the Shares (the "Registration
Statement"); and such other certificates, receipts, 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, and also express no opinion with respect to the blue sky or
securities laws of any State.
Based upon the foregoing, we are of the opinion that upon the issuance and
delivery of the Shares against payment therefore 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 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 LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated January 6, 1999 relating to the financial
statements, which appears in the Annual Report to Shareholders of the Stride
Rite Corporation, which is incorporated by reference in the Stride Rite
Corporation's Annual Report on Form 10-K for the year ended November 27, 1998.
We also consent to the incorporation by reference of our report dated January 6,
1999 relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
June 17, 1999
