-----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, B+kENHn6hwBv5z1jAEoORZyF/DjXRQEhGtQwuo+BFcDzTep/uyvW82Bhszt3UUJY bEcj6s2BQnwRRy04dCJ5Gg== 0000931763-97-000093.txt : 19970211 0000931763-97-000093.hdr.sgml : 19970211 ACCESSION NUMBER: 0000931763-97-000093 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970207 EFFECTIVENESS DATE: 19970207 SROS: NASD 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: AL FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-21301 FILM NUMBER: 97519744 BUSINESS ADDRESS: STREET 1: 451 INDUSTRIAL LANE CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059424292 MAIL ADDRESS: STREET 1: 451 INDUSTRIAL LANE CITY: BIRMINGHAM STATE: AL ZIP: 35211 S-8 1 EMPLOYEE STOCK PURCHASE PLAN As filed with the Securities and Exchange Commission on February 6, 1997. Registration No. 333-____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------- FORM S-8 Registration Statement Under The Securities Act of 1933 -------------------------------- HIBBETT SPORTING GOODS, INC. (Exact Name of Issuer as Specified in Its Charter) DELAWARE 63-1074067 (State of Incorporation) (IRS Employer Identification No.) 451 Industrial Lane Birmingham, Alabama 35211 (Address of Principal Executive Offices) -------------------------------- HIBBETT SPORTING GOODS, INC. EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plan) Susan H. Fitzgibbon Chief Financial Officer Hibbett Sporting Goods, Inc. 451 Industrial Lane, Birmingham, Alabama 35211 (Name and Address of Agent for Service) (205) 942-4292 (Telephone Number, including area code, of Agent for Service) -------------------------------- Copy to: Gregory S. Curran Balch & Bingham 1901 Sixth Avenue North Birmingham, Alabama 35203 (205) 251-8100 CALCULATION OF REGISTRATION FEE
============================================================================================= Proposed Maximum Proposed Maximum Amount Title of Securities Amount Being Offering Price Aggregate of Being Registered Registered Per Share (1) Offering Price (1) Registration Fee - --------------------------------------------------------------------------------------------- Common Stock $.01 par value(2) 75,000(3) $16.25 $1,218,750 $369.32 - --------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the offering price is estimated solely for the purpose of determining the registration fee and is based on the average of the bid and asked prices of the common stock of Hibbett Sporting Goods, Inc. on January 31, 1997. (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (3) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number of shares of securities registered on this Registration Statement will be increased as a result of future stock splits, stock dividends or similar transactions. ================================================================================ PART I EXPLANATORY NOTE ---------------- Hibbett Sporting Goods, Inc. (the "Registrant") is filing this Registration Statement on Form S-8 in order to register 75,000 shares of common stock, $.01 par value per share (the "Common Stock"), to be offered or sold pursuant to the terms and conditions of the Hibbett Sporting Goods, Inc. Employee Stock Purchase Plan, as amended (the "Plan"), as well as an indeterminate amount of interests in the Plan to be offered and sold pursuant to the Plan in accordance with Rule 416(c) of the Securities Act of 1933. A prospectus meeting the requirements of Part I of Form S-8 and containing the statement required by Item 2 of Form S-8 has been prepared. Such prospectus is not included in this Registration Statement but will be delivered to all participants in the Plan pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference and made a part hereof: (a) The Registrant's Registration Statement on Form S-1, dated June 27, 1996, as amended, (Registration No. 333-07023), relating to the initial public offering of 2,300,000 shares of Common Stock, and the Registrant's Prospectus, dated October 10, 1996, which the Company previously filed with the Commission pursuant to Rule 424(b) of the Securities Act; (b) The Registrant's quarterly report on Form 10-Q for the quarter ending November 2, 1996 (File No. 000-20969); and (c) The description of the Common Stock set forth in the Company's registration statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, and any amendment or report filed for the purpose of updating such description. Each document or report subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof and prior to the termination of the offering of the Stock shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such document. Any statement contained herein, or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein, 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 document which also is or is deemed to be incorporated by reference herein 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. ------------------------- Not applicable. 1 Item 5. Interest of Named Experts and Counsel. ------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Section 145 of the Delaware General Corporation Law permits the Registrant to indemnify officers, directors or employees against expenses (including attorney's fees), judgments, fines and amounts paid in settlement in connection with legal proceedings "if [as to any officer, director or employee] he acted in good faith and in a manner he reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal act or proceeding, had no reasonable cause to believe his conduct was unlawful", provided that with respect to actions by, or in the right of the corporation against, such individuals, indemnification is not permitted as to any matter as to which such person "shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless, and only to the extent that, the court in which such actions or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper." Individuals who are successful in the defense of such action are entitled to indemnification against expenses reasonably incurred in connection therewith. Section 16 of the Bylaws of the Registrant provides as follows: (a)(i) Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware Law. The right to indemnification conferred in this Section 16(a)(i) shall also include the right to be paid by the Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by Delaware Law. The right to indemnification conferred in this Section 16(a)(i) shall be a contractual right. (ii) In addition, the Corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by Delaware Law. (b) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under Delaware Law. (c) The rights and authority conferred in this Section 16 shall not be exclusive of any other right which any person may otherwise have or hereafter acquire. Article EIGHTH of the Certificate of Incorporation of the Registrant provides in part as follows: A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware Law. 2 The Registrant has obtained standard policies of insurance under which coverage will be provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law. Item 7. Exemption from Registration Claimed. ----------------------------------- Not applicable. Item 8. Exhibits. -------- The following exhibits are filed herewith or incorporated by reference herein as part of this Registration Statement:
Sequential Exhibit Description ---------- ----------- 4(a) Certificate of Incorporation of the Registrant dated September 23, 1996 (Filed as an exhibit to Amendment No. 2 to the Registration Statement on Form S-1 (Registration No. 333- 07023) of Hibbett Sporting Goods, Inc., filed on September 16, 1996 and incorporated herein by reference). 4(b) Bylaws of the Registrant (Filed as an exhibit to the Registration Statement on Form S-1 (Registration No. 333- 07023) of Hibbett Sporting Goods, Inc., filed on September 16, 1996 and incorporated herein by reference). 4(c) Hibbett Sporting Goods, Inc. Employee Stock Purchase Plan (Filed as an exhibit to Amendment No. 2 to the Registration Statement on Form S-1 (Registration No. 333-07023) of Hibbett Sporting Goods, Inc., filed on September 16, 1996 and incorporated herein by reference). 23 Consent of Arthur Andersen LLP. 24 Power of Attorney of the Officers and Directors of the Registrant.
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 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. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. 3 (4) That, for purposes of determining any liability under the Securities Act of 1933, 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 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. (5) To transmit or cause to be transmitted to all employees participating in the Plan who do not otherwise receive such material as stockholders of the Registrant at the time and in the manner such material is sent to its stockholders, copies of all reports, proxy statements and other communications distributed to its stockholders generally. 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 Securities and Exchange 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 Act and will be governed by the final adjudication of such issue. 4 SIGNATURES ---------- The Registrant. 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 Birmingham, State of Alabama, on January 24, 1997. HIBBETT SPORTING GOODS, INC. By:/s/ Michael J. Newsome --------------------------------------- Michael J. Newsome President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE Date ---------- ----- ---- /s/ Michael J. Newsome President, Chief January 24, 1997 - ----------------------------- Operating Officer and Michael J. Newsome Director (Principal Executive Officer) /s/ Susan H. Fitzgibbon Vice President and January 24, 1997 - ----------------------------- Chief Financial Officer Susan H. Fitzgibbon (Principal Financial Officer and Principal Accounting Officer) * Director January 24, 1997 - ----------------------------- Clyde B. Anderson * Director January 24, 1997 - ----------------------------- Thomas A. Saunders, III 5 * Director January 24, 1997 - ----------------------------- F. Barron Fletcher, III * Director January 24, 1997 - ----------------------------- John F. Megrue * Director January 24, 1997 - ----------------------------- Barry H. Feinberg *By:/s/ Susan H. Fitzgibbon ------------------------- Susan H. Fitzgibbon Attorney-in-Fact 6 INDEX TO EXHIBITS -----------------
Exhibit Description Page - --------- ----------- ---- 4(a) Certificate of Incorporation of the Registrant dated September 23, 1996 (Filed as an exhibit to Amendment No. 2 to the Registration Statement on Form S-1 (Registration No. 333-07023) of Hibbett Sporting Goods, Inc., filed on September 16, 1996 and incorporated herein by reference). 4(b) Bylaws of the Registrant (Filed as an exhibit to the Registration Statement on Form S-1 (Registration No. 333-07023) of Hibbett Sporting Goods, Inc., filed on September 16, 1996 and incorporated herein by reference). 4(c) Hibbett Sporting Goods, Inc. Employee Stock Purchase Plan (Filed as an exhibit to Amendment No. 2 to the Registration Statement on Form S-1 (Registration No. 333-07023) of Hibbett Sporting Goods, Inc., filed on September 16, 1996 and incorporated herein by reference). 23 Consent of Arthur Andersen LLP. 24 Power of Attorney of Officers and Directors of the Registrant
7 EX-23 2 CONSENT OF ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to incorporation by reference in this Registration Statement of Hibbett Sporting Goods, Inc. Employee Stock Purchase Plan on Form S-8 of our report dated April 2, 1996 (except with respect to the matter discussed in Note 10 as to which the date is September 13, 1996) included in the Company's Registration Statement (No. 333- 07023) and related Prospectus, dated October 10, 1996, relating to the initial public offering of 2,300,000 shares of Common Stock. /s/ Arthur Andersen LLP Birmingham, Alabama February 3, 1997 EX-24 3 POWER OF ATTORNEY OF OFFICERS AND DIRECTORS POWER OF ATTORNEY WHEREAS, the Board of Directors of Hibbett Sporting Goods, Inc. (the "Company") has determined that it is in the best interest of the Company to register (i) 238,566 shares of the Company's common stock for issuance under the Company's Amended and Restated 1996 Stock Option Plan, (ii) 66,352 shares of the Company's common stock for issuance under the Company's Amended and Restated Stock Option Plan, (iii) 50,000 shares of the Company's common stock for issuance under the Company's Stock Plan for Outside Directors, and (iv) 75,000 shares of the Company's common stock for issuance under the Company's Employee Stock Purchase Plan; and WHEREAS, the Company proposes to file a registration statement and amendments thereto under the Securities Act of 1933 with respect to each of the above-referenced plans. NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of the Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of Michael J. Newsome and Susan H. Fitzgibbon their true and lawful attorney-in-fact for each of them and in each of their names, places and steads to sign and cause to be filed with the Securities and Exchange Commission said registration statements, including any appropriate amendments thereto, to be a accompanied by any necessary exhibits. The Company hereby authorizes said persons or any one of them to execute said registration statements and amendments thereto on its behalf as attorney-in-fact for it and its authorized officers, and to file the same as aforesaid. The undersigned directors and officers of the Company hereby authorize said persons or any one of them to sign said registration statements on their behalf as attorney-in-fact and to amend, or remedy any deficiencies with respect to, said registration statements by appropriate amendment or amendments and to file the same as aforesaid, hereby giving and granting to said attorneys full power and authority to do so and perform all and every act and thing whatsoever requisite and necessary to complete the foregoing, hereby ratifying and confirming all that said attorneys may or shall do, or cause to be done, by virtue hereof. DONE this the 26th day of November, 1996. /s/ Clyde B. Anderson ------------------------------------ Clyde B. Anderson /s/ Barry H. Feinberg ------------------------------------ Barry H. Feinberg /s/ F. Barron Fletcher, III ----------------------------------- F. Barron Fletcher, III /s/ John F. Megrue ---------------------------------- John F. Megrue /s/ Michael J. Newsome --------------------------------- Michael J. Newsome /s/ Thomas A. Saunders --------------------------------- Thomas A. Saunders /s/ Susan H. Fitzgibbon --------------------------------- Susan H. Fitzgibbon -----END PRIVACY-ENHANCED MESSAGE-----