-----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, P2wcJ+BKXzG1tSkWvVAGVAndjatf1gQioMqGo9wRuyt0UlX+qJD57SItEucc4lrj z1mhHyhjZxq+A+HI+4gQNw== 0000950124-01-504175.txt : 20020412 0000950124-01-504175.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950124-01-504175 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011127 EFFECTIVENESS DATE: 20011127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSHKOSH B GOSH INC CENTRAL INDEX KEY: 0000075042 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 390519915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74038 FILM NUMBER: 1800205 BUSINESS ADDRESS: STREET 1: 112 OTTER AVE STREET 2: P O BOX 300 CITY: OSHKOSH STATE: WI ZIP: 54901 BUSINESS PHONE: 9202318800 MAIL ADDRESS: STREET 1: 112 OTTER AVE CITY: OSHKOSH STATE: WI ZIP: 54901 S-8 1 c66313s-8.txt FORM S-8 Registration No. 333-[________] As filed with the Securities and Exchange Commission on November 27, 2001 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 ------------------ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ OshKosh B'Gosh, Inc. (Exact name of registrant as specified in its charter) DELAWARE 39-0519915 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 112 Otter Avenue Oshkosh, Wisconsin 54901 (Address of Principal Executive Offices) (ZIP Code) ------------------ OshKosh B'Gosh, Inc. 1995 Outside Directors' Stock Option Plan, AS AMENDED (Full title of the plan) ------------------- DAVID L. OMACHINSKI Vice President, Finance, Treasurer and Chief Financial Officer Oshkosh B'Gosh, Inc. 112 Otter Avenue Oshkosh, Wisconsin 54901 (Name and address of agent for service) (920) 231-8800 (Telephone number, including area code, of agent for service) Copy to: STEVEN R. DUBACK, ESQ. Quarles & Brady 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202 ------------------- CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM TITLE OF SECURITIES MAXIMUM AGGREGATE AMOUNT OF TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED(1) PER SHARE PRICE(2) FEE ---------- ------------- --------- -------- --- Class A Common Stock, 185,000 shares (2)(3) $6,903,500 $1726.00 $.01 par value
(1) The OshKosh B'Gosh, Inc. 1995 Outside Directors' Stock Option Plan, as amended (the "Plan"), provides for adjustment of the number of shares issuable thereunder in the event of certain changes affecting the registrant's common stock. This registration statement therefore covers, in addition to the above stated 185,000 shares, an indeterminate number of shares that may become subject to the Plan by means of any such adjustment. The shares covered by the Plan may be issued upon the exercise of stock options granted in accordance with the terms of the Plan. Subject to adjustment as referred to above, a total of 325,000 shares are reserved for issuance pursuant to the Plan. As described below, 140,000 of such shares were registered by an earlier registration statement. (2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the registration fee, based upon (i) the aggregate exercise price for the 30,000 shares underlying options granted on May 4, 2001 at an exercise price of $28.875 per share and (ii) as to the remaining 155,000 shares registered hereby, $38.65 per share, which is the average of the high and low sales prices of the registrant's common stock as reported on the Nasdaq National Market on November 23, 2001. (3) In accordance with the terms of the Plan, the actual offering price for shares of the registrant's common stock covered by an option shall not be less than 100% of the fair market value of such stock on the date the option is granted. * * * * * This registration statement registers additional securities relating to the OshKosh B'Gosh, Inc. 1995 Outside Directors' Stock Option Plan, as amended, for which an earlier registration statement on Form S-8 (Registration No. 333-01053), filed on February 20, 1996, registering 140,000 shares, is and shall remain effective until the remaining shares registered thereby are sold. (That registration statement initially registered 70,000 shares, which amount was increased automatically to 140,000 shares pursuant to a two-for-one stock split effected by the registrant in September 1998.) The registrant has elected to rely upon General Instruction E to Form S-8, which permits the filing of an abbreviated registration statement for the registration of additional securities for an employee benefit plan for which an earlier S-8 registration is effective. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or given to Plan participants as specified by Rule 428(b)(1) under the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE In accordance with General Instruction E to Form S-8 and because this Registration Statement only registers additional securities of the same class as other securities for which a Registration Statement filed on Form S-8 relating to the same employee benefit plan is effective, the contents of the following document filed by OshKosh B'Gosh, Inc. (the "Registrant") with the Securities and Exchange Commission (Commission File No. 0-13365) are incorporated herein by reference: - The Registrant's Registration Statement on Form S-8 filed on February 20, 1996 (Registration No. 333-01053) relating to the Registrant's 1995 Outside Directors' Stock Option Plan. ITEM 8. EXHIBITS. See Exhibit Index following Signatures page in this Registration Statement, which Exhibit Index is incorporated herein by reference. 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oshkosh, State of Wisconsin, on November 27, 2001. OshKosh B'Gosh, Inc. (Registrant) By:/s/ David L. Omachinski ----------------------------------- David L. Omachinski Vice President, Finance, Treasurer and Chief Financial Officer ------------ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Douglas W. Hyde, Michael D. Wachtel and David L. Omachinski, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including 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, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, 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 attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. 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.* ------------ /s/ Douglas W. Hyde /s/ Steven R. Duback - ------------------------------------------------------- ------------------------------------------------------- Douglas W. Hyde, Chairman of the Board, Steven R. Duback, Secretary and Director President and Chief Executive Officer (Principal Executive Officer) /s/ Michael D. Wachtel /s/ William F. Wyman - ------------------------------------------------------- ------------------------------------------------------- Michael D. Wachtel, Executive Vice President, William F. Wyman, Vice President-Domestic Chief Operating Officer and Director Licensing and Director /s/ David L. Omachinski - ------------------------------------------------------- David L. Omachinski, Vice President, Finance, Treasurer and Chief Financial Officer, and Director (Principal Financial Officer and Principal Accounting Officer)
*Each of these signatures is affixed as of November 27, 2001. OSHKOSH B'GOSH, INC. (THE "REGISTRANT") (COMMISSION FILE NO. 0-13365) EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT
EXHIBIT INCORPORATED HEREIN FILED NUMBER DESCRIPTION BY REFERENCE TO HEREWITH - ------ ----------- --------------- -------- 5 Opinion of Counsel X 23.1 Consent of Ernst & Young LLP X 23.2 Consent of Counsel Contained in Exhibit 5 24 Powers of Attorney Signature Page to this Registration Statement 99 OshKosh B'Gosh, Inc. Exhibit B to the 1995 Outside Directors' Registrant's Stock Option Plan (as 2001 Annual amended and restated) Meeting Proxy Statement dated March 28, 2001
EX-5 3 c66313ex5.txt OPINION/CONSENT OF COUNSEL EXHIBIT 5 (Form S-8) November 27, 2001 OshKosh B'Gosh, Inc. 112 Otter Avenue Oshkosh, Wisconsin 54901 Re: OshKosh B'Gosh, Inc. 1995 Outside Directors' Stock Option Plan Gentlemen: We are providing this opinion in connection with the Registration Statement of OshKosh B'Gosh, Inc. (the "Company") on Form S-8 (the "Registration Statement") to be filed under the Securities Act of 1933, as amended (the "Act"), with respect to the proposed issuance of up to an additional 185,000 shares of Class A Common Stock, par value $.01 per share, of the Company (the "Shares") pursuant to the OshKosh B'Gosh, Inc. 1995 Outside Directors' Stock Option Plan (the "Plan"). We have examined (i) the Registration Statement; (ii) the Company's Restated Certificate of Incorporation and Bylaws, each as amended to date; (iii) the Plan; (iv) corporate proceedings relating to the adoption of the Plan and the issuance of the Shares; and (v) such other documents and records as we have deemed necessary in order to render this opinion. In rendering this opinion, we have relied as to certain factual matters on certificates of officers of the Company and of state officials. Based upon the foregoing, it is our opinion that: 1. The Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware. 2. The Shares to be sold from time to time pursuant to the Plan which are original issuance shares, when issued for the consideration (not less than par value) and paid for as contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Act, or that we come within the category of persons whose consent is required by Section 7 of the Act. Steven R. Duback, a partner in our firm, is the Corporate Secretary and a director of the Company. Very truly yours, QUARLES & BRADY EX-23.1 4 c66313ex23-1.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 (Form S-8) CONSENT OF ERNST & YOUNG LLP We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the OshKosh B'Gosh, Inc. 1995 Outside Directors' Stock Option Plan, as amended, of our report dated January 26, 2001 with respect to the consolidated financial statements and schedule of OshKosh B'Gosh, Inc. and subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 30, 2000 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Milwaukee, Wisconsin November 27, 2001 -----END PRIVACY-ENHANCED MESSAGE-----