-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MFK/N2tu80fmb2EzQmQjpCeC5TVAPV7QIVwMtkm0kTVs8mGtxkux2vDW1s8JeC/O T0Y4z5QVMUx8ddCnhP8oYg== 0000912057-02-001552.txt : 20020413 0000912057-02-001552.hdr.sgml : 20020413 ACCESSION NUMBER: 0000912057-02-001552 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020116 EFFECTIVENESS DATE: 20020116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIBBETT SPORTING GOODS INC CENTRAL INDEX KEY: 0001017480 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 631074067 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-76796 FILM NUMBER: 2510297 BUSINESS ADDRESS: STREET 1: 451 INDUSTRIAL LANE CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059424292 MAIL ADDRESS: STREET 1: 451 INDUSTRIAL LANE CITY: BIRNINGHAM STATE: AL ZIP: 35211 S-3MEF 1 a2067960zs-3mef.txt S-3MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 2002 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ---------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- HIBBETT SPORTING GOODS, INC. (Exact name of registrant as specified in its charter) ---------------------------- DELAWARE 63-1074067 (STATE OR OTHER (I.R.S. EMPLOYER JURISDICTION OF IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 451 INDUSTRIAL LANE BIRMINGHAM, ALABAMA 35211 (205) 942-4292 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------------------- GARY A. SMITH VICE PRESIDENT AND CHIEF FINANCIAL OFFICER HIBBETT SPORTING GOODS, INC. 451 INDUSTRIAL LANE BIRMINGHAM, ALABAMA 35211 (205) 942-4292 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------- COPIES TO: STEVEN DELLA ROCCA LATHAM & WATKINS 885 THIRD AVENUE, SUITE 1000 NEW YORK, NEW YORK 10022 (212) 906-1200 ---------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |x| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |x| (Reg. No. 333-73962) If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. | | If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. | | ================================================================================
====================================================================================================================== CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title Of Shares To Be Amount To Be Aggregate Price Aggregate Amount of Registered Registered Per Share(1)(2) Offering Price(1)(2) Registration Fee --------------------- ------------ ---------------- -------------------- ---------------- Common Stock 180,000 $30.31 $5,455,800 $1,303.94 ======================================================================================================================
- --------------------------- (1) Based on the average of the high and low prices of our common stock as reported on the Nasdaq National Market on January 10, 2002. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933. The contents of the registration statement on Form S-3 (Reg. No. 333-73962) filed by Hibbett Sporting Goods, Inc. pursuant to the Securities Act of 1933, as amended, are hereby incorporated by reference in this Registration Statement. 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on January 16, 2002. HIBBETT SPORTING GOODS, INC. By: /s/ Gary A. Smith --------------------------------- Gary A. Smith Vice President and Chief Financial 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 dates indicated. Signature Title Date * Chief Executive Officer and January 16, 2002 - ------------------------ Director Michael J. Newsome * Vice President and Chief January 16, 2002 - ------------------------ Financial Officer (Principal Gary A. Smith Financial and Accounting Officer) * Director January 16, 2002 - ------------------------ John F. Megrue * Director January 16, 2002 - ------------------------ Clyde B. Anderson * Director January 16, 2002 - ------------------------ F. Barron Fletcher, III * Director January 16, 2002 - ------------------------ Thomas A. Saunders, III * Director January 16, 2002 - ------------------------ H. Ray Compton * Director January 16, 2002 - ------------------------ Carl Kirkland * /s/ Gary A. Smith - ------------------------------ Attorney-in-Fact EXHIBIT INDEX Exhibit Number Description - ---------- ----------------------------------------------------------------- 5.1 + Opinion of Latham & Watkins 23.1 + Consent of Arthur Andersen LLP 23.2 + Consent of Latham & Watkins (included in Exhibit 5.1 to this Registration Statement) 24.1 * Power of Attorney + Filed herewith. * Filed as Exhibit 24.1 to Registrant's Registration Statement on Form S-3 (Reg. No. 333-73962), filed with the Securities and Exchange Commission on November 23, 2001. EX-5.1 3 a2067960zex-5_1.txt EXHIBIT 5.1 Exhibit 5.1 January 16, 2002 FILE NO. 023395-0004 Hibbett Sporting Goods, Inc. 451 Industrial Lane Birmingham, Alabama 35211 Re: Registration Statement No. 333-_______; 180,000 shares of Common Stock, par value $.01 per share -------------------------------------------------------- Ladies and Gentlemen: In connection with the registration of the sale of 180,000 shares of common stock of the Company, par value $.01 per share (the "Shares"), owned by The SK Equity Fund, L.P. and SK Investment Fund, L.P., under the Securities Act of 1933, as amended (the "Act"), by Hibbett Sporting Goods, Inc., a Delaware corporation (the "Company"), on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on January 16, 2002 (File No. 333- ____) (the "Registration Statement"), you have requested our opinion with respect to the matters set forth below. In our capacity as your special counsel in connection with such registration, we are familiar with the proceedings taken by the Company in connection with the authorization, issuance and sale of the Shares. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Subject to the foregoing, it is our opinion that the Shares have been duly authorized, and are validly issued, fully paid and nonassessable. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading "Legal Matters". Very truly yours, Latham & Watkins EX-23.1 4 a2067960zex-23_1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our reports dated March 15, 2001 included in Hibbett Sporting Goods, Inc.'s Form 10-K for the year ended February 3, 2001 and to all references to our firm included in this Registration Statement. ARTHUR ANDERSEN LLP Birmingham, Alabama January 14, 2002 -----END PRIVACY-ENHANCED MESSAGE-----