-----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, ElZV5LJDfiHPzCDoMkwzx5Vfrb+GM+pV+Ca0yc3MPgmt5BALcSmROSSbLCr5Qb3r makyzkqKshf78JEZ1lvx6Q== 0000770949-98-000033.txt : 19981116 0000770949-98-000033.hdr.sgml : 19981116 ACCESSION NUMBER: 0000770949-98-000033 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981113 EFFECTIVENESS DATE: 19981113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REEBOK INTERNATIONAL LTD CENTRAL INDEX KEY: 0000770949 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 042678061 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-67249 FILM NUMBER: 98748244 BUSINESS ADDRESS: STREET 1: 100 TECHNOLOGY CTR DR CITY: STOUGHTON STATE: MA ZIP: 02072 BUSINESS PHONE: 7814015000 S-8 1 REGISTRATION STATEMENT ON FORM S-8 Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ REEBOK INTERNATIONAL LTD. (Exact name of registrant as specified in its charter) Massachusetts 04-2678061 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 Technology Center Drive, Stoughton, Massachusetts 02072 (Address of principal executive offices) (Zip code) ------------------------ 1994 Equity Incentive Plan (Full title of the plan) Barry Nagler, Esq. Reebok International Ltd. 100 Technology Center Drive Stoughton, Massachusetts 02072 (Name and address of agent for service) 781-401-5000 (Telephone number, including area code, of agent for service) ------------------ Calculation of Registration Fee - -------------------------------------------------------------------------- Proposed Proposed maximum maximum Amount Title of offering aggregate of securities to be Amount to be price per offering registration registered registered unit price fee Common Stock 4,500,000 $17.7813* $80,015,850 $22,245 $.01 par value, shares together with related Common Stock Purchase Rights - -------------------------------------------------------------------------- * Estimated solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Common Stock on the New York Stock Exchange on November 6, 1998. Index to Exhibits at Page 6 1 The contents of the Registration Statements on Form S-8 (File Nos. 33-6989, 33-15729, 33-53954, No. 33-15089 and 33-53523 and on Form S-3 File Nos. 33-32664 and 333-17955) previously filed with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement. This Registration Statement is being filed for the sole purpose of increasing the number of shares registered under the Reebok International Ltd. 1994 Equity Incentive Plan, as amended, by 4,500,000 shares. Item 8. Exhibits. Exhibit No. Description of Exhibit 4.1 Restated Articles of Organization of the Registrant, as amended (incorporated herein by reference to the Registrant's Form 10-K dated March 30, 1987 and to the Registrant's Registration Statement No. 11-13370). 4.2 By-Laws, as amended (incorporated herein by reference to the Registrant's Form 10-K dated March 30, 1989, Form 10-K dated March 26, 1990, Form 10-K dated March 28, 1991 and Form 10-K dated March 25, 1998). 4.3. Common Stock Rights Agreement dated as of June 14, 1990 between the Registrant and The First National Bank of Boston, as Rights Agent, as amended (incorporated herein by reference to the Registrant's Form 8-A filed on July 31, 1990 and Form 8 Amendments to Registration Statement on Form 8-A filed on April 4, 1991 and December 13, 1991). 4.4 1994 Equity Incentive Plan, as amended (incorporated herein by reference to the Registrant's Form 10-K dated March 27, 1997 and Form 10-Q for the quarter ended June 30, 1997). 5.1 Opinion of Counsel. 23.1 Consent of Ernst & Young. 24.1 Power of Attorney (see signature pages). 2 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 Stoughton, The Commonwealth of Massachusetts on the 13th day of November, 1998. REEBOK INTERNATIONAL LTD. By: /s/ KENNETH WATCHMAKER Kenneth Watchmaker Executive Vice President and Chief Financial Officer 3 POWER OF ATTORNEY We the undersigned officers and directors of Reebok International Ltd., hereby severally constitute Kenneth Watchmaker, Barry Nagler and Randi S. Ingerman, and each of them singly, our true and lawful attorneys, with full power to them and each of them to sign for us, and in our names in the capacities indicated below, any and all registration statements and amendments to registration statements filed with the Securities and Exchange Commission for the purpose of registering Common Stock of Reebok International Ltd., hereby ratifying and confirming our signatures as they may be signed by our said attorneys to any and all said registration statements and amendments to registration statements. 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. WITNESS our hands on the 13th day of November, 1998. /s/ PAUL B. FIREMAN President and Chief Executive Paul B. Fireman Officer, Chairman of the Board of Directors (Principal Executive Officer) /s/ KENNETH WATCHMAKER Executive Vice President and Chief Kenneth Watchmaker Financial Officer (Principal Financial and Accounting Officer) /s/ CARL J. YANKOWSKI Executive Vice President and Carl J. Yankowski President and Chief Executive Officer, Reebok Brands Division and Director /s/ PAUL R. DUNCAN Executive Vice President and Paul R. Duncan Director /s/ M. KATHERINE DWYER Director M. Katherine Dwyer /s/ WILLIAM F. GLAVIN Director William F. Glavin /s/ MANNIE L. JACKSON Director Mannie L. Jackson /s/ RICHARD G. LESSER Director Richard G. Lesser 4 /s/ GEOFFREY NUNES Director Geoffrey Nunes /s/ THOMAS M. RYAN Director Thomas M. Ryan 5 EXHIBIT INDEX Exhibit No. Description of Exhibit Page 4.1 Restated Articles of Organization Incorporated by reference of the Registrant, as amended. 4.2 By-Laws, as amended. Incorporated by reference 4.3 Common Stock Rights Agreement dated as of June 14, 1990 between the Registrant and The First National Bank of Boston, as Rights Agent, as amended. Incorporated by reference 4.4 1994 Equity Incentive Plan, Incorporated by reference as amended 5.1 Opinion of Counsel. Filed herewith 23.1 Consent of Ernst & Young. Filed herewith 24.1 Power of Attorney See signature pages 6 EX-5.1 2 OPINION OF COUNSEL November 13, 1998 Reebok International Ltd. 100 Technology Center Drive Stoughton, MA 02072 Ladies/Gentlemen: This opinion is furnished to you in connection with a registration statement on Form S-8 (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, for the registration of 4,500,000 additional shares of Common Stock, $.01 par value per share (the "Shares") of Reebok International Ltd., a Massachusetts corporation (the "Company"). The Shares are to be sold from time to time pursuant to the Company's 1994 Equity Incentive Plan (the "Plan"). I am Assistant General Counsel for the Company and am familiar with the proceedings taken by the Company in connection with the authorization, reservation and registration of the Shares. I have examined and relied upon such documents, records, certificates and other instruments as I have deemed necessary for the purpose of this opinion. Based on the foregoing, I am of the opinion that the Shares (in addition to other shares of Common Stock covered by the Registration Statements incorporated by reference into this Registration Statement) have been duly authorized and that, when issued and sold by the Company pursuant to and in accordance with the Plan, they will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as part of the Registration Statement. I understand that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Very truly yours, /s/ RANDI S. INGERMAN Randi S. Ingerman Assistant General Counsel EX-23.1 3 OPINION OF ERNST & YOUNG EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the registration of 4,500,000 shares of common stock for the 1994 Equity Incentive Plan of Reebok International Ltd., of our reports dated February 2, 1998, with respect to the consolidated financial statements of Reebok International Ltd. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1997, and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP ERNST & YOUNG LLP Boston, Massachusetts November 11, 1998 -----END PRIVACY-ENHANCED MESSAGE-----