-----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, UX4PW7K6YBvcrVvbSvUnN1dtVTbrXfJXcFgH2IpDiXsmolIO8Hi96vbLIB22zv56 Vc7w1mvthxDf9IxsRwzmIg== 0000950130-97-002462.txt : 19970520 0000950130-97-002462.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950130-97-002462 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 333-23791 FILED AS OF DATE: 19970515 EFFECTIVENESS DATE: 19970515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONVERSE INC CENTRAL INDEX KEY: 0000716934 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 041419731 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27237 FILM NUMBER: 97610053 BUSINESS ADDRESS: STREET 1: ONE FORDHAM RD CITY: NORTH READING STATE: MA ZIP: 01864 BUSINESS PHONE: 5086641100 MAIL ADDRESS: STREET 1: ONE FORDHAM ROAD CITY: NORTH READING STATE: MA ZIP: 01864 S-3MEF 1 FORM S-3 (PURSUANT TO RULE 462(B)) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1997 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- CONVERSE INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ----------- DELAWARE 3149 43-1419731 (STATE OR OTHER JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER OF INDUSTRIAL IDENTIFICATION NO.) INCORPORATION OR CLASSIFICATION CODE ORGANIZATION) NUMBER) ONE FORDHAM ROAD NORTH READING, MA 01864 (508) 664-1100 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ----------- JACK A. GREEN SENIOR VICE PRESIDENT AND GENERAL COUNSEL CONVERSE INC. ONE FORDHAM ROAD NORTH READING, MA 01864 (508) 664-1100 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO PETER S. SARTORIUS BETH R. NECKMAN MORGAN, LEWIS & BOCKIUS LLP LATHAM & WATKINS 2000 ONE LOGAN SQUARE 885 THIRD AVENUE PHILADELPHIA, PA 19103 NEW YORK, NY 10022 (215) 963-5466 (212) 906-1200 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] 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] 333-23791 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 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 -------------------------------
Title of Each Class Proposed Maximum Proposed Maximum of Securities to Amount to be Offering Price Aggregate Amount of be Registered Registered(1) Per Unit Offering Price Registration Fee - ------------------- ------------- ---------------- ---------------- ---------------- 7% Convertible Subordinated Notes due 2004............ 11,000,000 100% 11,000,000 3,333 Common Stock, no par value per share............... (1) --- --- ---
- -------------------------------------------------------------------------------- (1) Such indeterminate number of shares of Common Stock of Converse Inc. as may be issuable upon conversion of the Notes being registered hereunder. Such shares of Common Stock will, if issued, be issued for no additional consideration, and therefore no registration fee is required. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The contents of the Registration Statement on Form S-3 filed by Converse Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") (File No. 333-23791) pursuant to the Securities Act of 1933, as amended, are incorporated by reference into this Registration Statement. PART II INFORMATION NOT REQUIRED IN PROSPECTUS EXHIBITS. All exhibits filed with or incorporated by reference in Registration Statement No. 333-23791 are incorporated by reference into, and shall be deemed a part of, this Registration Statement, except the following which are filed herewith or specifically incorporated by reference herein from Registration Statement No. 333-23791. Where so indicated by footnote, exhibits which were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated in parentheses. Exhibit Number Description - ------ ----------- 5* Opinion of Morgan, Lewis & Bockius LLP. 23.1* Consent of Price Waterhouse LLP. 23.2* Consent of KPMG Peat Marwick LLP. 23.3* Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5 hereto). 24* Power of Attorney. ___________________ * Filed herewith. 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-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN NORTH READING, MASSACHUSETTS ON MAY 15, 1997. Converse Inc. /s/ Glenn N. Rupp By: _________________________________ CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED. SIGNATURE TITLE DATE /s/ Glenn N. Rupp Chairman of the - ------------------------------------- Board and Chief May 15, 1997 GLENN N. RUPP Executive Officer (Principal Executive Officer) /s/ Donald J. Camacho Senior Vice - ------------------------------------- President and Chief May 15, 1997 DONALD J. CAMACHO Financial Officer (Principal Financial and Accounting Officer) * Director - ------------------------------------- May 15, 1997 DONALD J. BARR * Director - ------------------------------------- May 15, 1997 LEON D. BLACK Director - ------------------------------------- May 15, 1997 JULIUS W. ERVING * Director - ------------------------------------- May 15, 1997 ROBERT H. FALK SIGNATURE TITLE DATE * Director - ------------------------------------- May 15, 1997 GILBERT FORD Director - ------------------------------------- May 15, 1997 MICHAEL S. GROSS * Director - ------------------------------------- May 15, 1997 JOHN J. HANNAN * Director - ------------------------------------- May 15, 1997 JOSHUA J. HARRIS * Director - ------------------------------------- May 15, 1997 JOHN H. KISSICK * Director - ------------------------------------- May 15, 1997 RICHARD B. LOYND * Director - ------------------------------------- May 15, 1997 MICHAEL D. WEINER /s/ Donald J. Camacho *By _________________________________ DONALD J. CAMACHO,ATTORNEY-IN-FACT EXHIBIT INDEX Exhibit Sequential Number Description - ---------- ----------- 5* Opinion of Morgan, Lewis & Bockius LLP. 23.1* Consent of Price Waterhouse LLP. 23.2* Consent of KPMG Peat Marwick LLP. 23.3* Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5 hereto). 24 Power of Attorney. ___________________ * Filed herewith. EX-5 2 OPINION OF MORGAN, LEWIS & BOCKIUS EXHIBIT 5 Morgan, Lewis & Bockius LLP 2000 One Logan Square Philadelphia, PA 19103-6993 215-962-5000 Fax: 215-903-5299 May 15, 1997 Converse, Inc. One Fordham Road North Reading, MA 01864 Re: Converse, Inc. Registration Statements on Form S-3 ----------------------------------- Ladies and Gentlemen: We have acted as counsel to Converse Inc., a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-3 (Registration No. 333-23791) (the "Initial Registration Statement") and a second Registration Statement on Form S-3 to be filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the "Rule 462(b) Registration Statement" and together with the Initial Registration Statement, the "Registration Statements"), relating to the offering of up to $80,000,000 principal amount of the Company's 7% convertible subordinated notes due 2004 (the "Notes"), which amount includes $10,000,000 principal amount of Notes that may be issued pursuant to an over-allotment option granted to the underwriters, and such indeterminate number of shares of common stock, no par value, stated value $1.00 per share (the "Common Stock"), of the Company as may be issued upon conversion of the Notes. We have examined and are familiar with the Restated Certificate of Incorporation and the By-Laws of the Company and have examined the originals, or copies certified or otherwise identified to our satisfaction, of corporate records, including resolutions adopted by the Board of Directors of the Company. We have also examined copies of (a) the Registration Statements, (b) proposed form of Indenture (the "Indenture") to be entered into by the Company and First Union National Bank, as trustee, filed as Exhibit 4.1 to the Initial Registration Statement and such statutes and other records, instruments and documents that we have deemed necessary for the purposes of this opinion. On the basis of and in reliance upon the foregoing, we are of the opinion that: Converse, Inc. May 15, 1997 Page 2 1. When (a) the Registration Statements shall have become effective pursuant to the provisions of the Securities Act of 1933, as amended, (the "Securities Act"), (b) the Indenture shall have been qualified pursuant to the provisions of the Trust Indenture Act of 1939, as amended, and shall have been duly executed and delivered by the parties thereto, (c) the Company shall have received payment in full for the Notes and (d) the Notes shall have been issued in the form and containing the terms described in the Registration Statements, the Indenture and the resolutions of the Company's Board of Directors (and any authorized committee thereof) authorizing the foregoing, the Notes will be valid and binding obligations of the Company. 2. The shares of Common Stock into which the Notes will be convertible, when issued and delivered upon conversion of the Notes in accordance with the terms of the Indenture, will be legally issued, fully paid and nonassessable. The opinions set forth herein are limited to the Delaware General Corporation Law, the laws of the State of New York and the federal laws of the United States. We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statements and to the reference to our firm under the caption "Legal Matters" included in the Initial Registration Statement and incorporated by reference into the Rule 462(b) Registration Statement, but we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated by the Securities and Exchange Commission thereunder. Very truly yours, /s/ MORGAN, LEWIS & BOCKIUS LLP EX-23.1 3 CONSENT OF PRICE WATERHOUSE EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 filed pursuant to Rule 462(b) of our report dated February 19, 1997, except as to Note 16, which is as of March 14, 1997, relating to the financial statements of Converse Inc. for the two year period ended December 28, 1996, appearing in and incorporated by reference into Converse Inc.'s Registration Statement on Form S-3 (No.333-23791). We also consent to the application of such report to the Financial Statement Schedule for the two years ended December 28, 1996, which is included in Converse Inc.'s Annual Report on Form 10-K and Form 10-K/A when such schedule is read in conjunction with the financial statements referred to in our report. The audits referred to in such report also included this Financial Statement Schedule. We also consent to the reference to us under the heading "Experts" in the Registration Statement on Form S-3 (No. 333-23791). PRICE WATERHOUSE LLP Boston, Massachusetts May 15, 1997 EX-23.2 4 CONSENT OF KPMG PEAT MARWICK EXHIBIT 23.2 Independent Auditors' Consent The Board of Directors Converse Inc.: We consent to the use of our report incorporated by reference herein and to the reference to our firm under the heading "Experts" in the Registration Statement on Form S-3 (No. 333-23791). KPMG Peat Marwick LLP Boston, Massachusetts May 15, 1997 EX-24 5 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL BY ME THESE PRESENTS that each of the undersigned does hereby nominate, constitute and appoint Glenn N. Rupp, Jack A. Green or Donald J. Camacho, or any of them, as his agent and attorney-in-fact, in his name to execute on behalf of the undersigned a Registration Statement on Form S-3 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act") to be filed with the Securities and Exchange Commission under the Securities Act in connection with the registration under such Act of convertible subordinated notes of the Company of the type registered under Registration Statement No. 333-23791 (the "Notes") and the shares of common stock, no par value, of the Company, issuable upon conversion of any or all of the Notes, the authority herein given to include execution of amendments of any part of such Registration Statement and generally to do and perform all things necessary to be done in the premises as fully and effectively in all respects as the undersigned could do if personally present. IN WITNESS WHEREOF this Power of Attorney has been executed in counterparts by individuals listed below as of the 15th day of May, 1997. /s/ Donald J. Barr - ------------------------------------------- ------------------------------------------- DONALD J. BARR JOHN J. HANNAN /s/ Leon D. Black /s/ Joshua J. Harris - ------------------------------------------- ------------------------------------------- LEON D. BLACK JOSHUA J. HARRIS /s/ John H. Kissick - ------------------------------------------- ------------------------------------------- JULIUS W. ERVING JOHN H. KISSICK /s/ Richard B. Loynd - ------------------------------------------- ------------------------------------------- ROBERT H. FALK RICHARD B. LOYND /s/ Gilbert Ford - ------------------------------------------- ------------------------------------------- GILBERT FORD GLENN N. RUPP /s/ Michael D. Weiner - ------------------------------------------- ------------------------------------------- MICHAEL S. GROSS MICHAEL D. WEINER
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