-----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, TlUQ2X6fPm6gPVuvYx9GKl4iVZoXlrmfo/DpSPKwnqzMOboJWcMpCOkqI6+p10T8 6dk9dt0D2hc7TCRyG9yXwg== 0001095811-01-503333.txt : 20010725 0001095811-01-503333.hdr.sgml : 20010725 ACCESSION NUMBER: 0001095811-01-503333 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010724 EFFECTIVENESS DATE: 20010724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUIKSILVER INC CENTRAL INDEX KEY: 0000805305 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 330199426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-65724 FILM NUMBER: 1686920 BUSINESS ADDRESS: STREET 1: 15202 GRAHAM STREET CITY: HUNTINGTON BEACH STATE: CA ZIP: 92649 BUSINESS PHONE: 714-889-2200 MAIL ADDRESS: STREET 1: 15202 GRAHAM STREET CITY: HUNTINGTON BEACH STATE: CA ZIP: 92649 S-8 1 a74319ors-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on July 24, 2001 Registration No. 333-____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ---------------- QUIKSILVER, INC. (Exact name of registrant as specified in its charter) DELAWARE 33-0199426 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 15202 GRAHAM STREET HUNTINGTON BEACH, CALIFORNIA 92649 (Address of principal executive offices) (Zip Code) ---------------- QUIKSILVER INTERNATIONAL STOCK OPTION PLAN FIDRA STOCK OPTION PLAN (Full title of the Plans) CHARLES S. EXON SECRETARY AND GENERAL COUNSEL QUIKSILVER, INC. 15202 GRAHAM STREET HUNTINGTON BEACH, CALIFORNIA 92649 (Name and address of agent for service) (714) 889-2200 (Telephone number, including area code, of agent for service) ---------------- CALCULATION OF REGISTRATION FEE
=============================================================================================================================== Proposed Proposed Amount to be Maximum Offering Maximum Aggregate Amount of Title of Securities to be Registered Registered(1) Price per Share Offering Price Registration Fee - ------------------------------------------------------------------------------------------------------------------------------- Quiksilver International Stock Option Plan Common Stock, $0.01 par value 73,600 shares $21.85(2) $1,608,160(2) $402.04 Fidra Stock Option Plan Common Stock, $0.01 par value 100,000 shares $21.85(2) $2,185,000(2) $546.25 -------------- ------- 173,600 shares ============== Aggregate Registration Fee $948.29 ======= ===============================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Quiksilver International and Fidra Stock Option Plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of Registrant's Common Stock. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of Registrant's Common Stock on July 18, 2001, as reported by the New York Stock Exchange. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference Quiksilver, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 2000 filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act"); (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2001 filed pursuant to Section 13 of the 1934 Act; (c) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2001 filed pursuant to Section 13 of the 1934 Act; and (d) The Registrant's Registration Statement on Form 8-A12B filed with the SEC on June 15, 1998, in which are described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. All reports and definitive proxy or information statements subsequently filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document 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 subsequently filed document which also 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. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law permits indemnification of officers and directors of the Registrant under certain conditions and subject to certain limitations. Section 145 of the Delaware General Corporation Law also provides that a corporation has the power to purchase and maintain insurance on behalf of its officers and directors against any liability asserted against such person and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of Section 145 of the Delaware General Corporation Law. II-1 3 Article III, Section 13 of the Amended and Restated Bylaws of the Registrant provides that the Registrant shall indemnify its directors, executive officers and agents to the fullest extent permitted by the Delaware General Corporation Law. The rights to indemnity thereunder continue as to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of the person. In addition, expenses incurred by a director or executive officer in defending any civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Registrant (or was serving at the Registrant's request as a director or officer of another corporation) may be paid by the Registrant in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Registrant as authorized by the relevant section of the Delaware General Corporation Law. As permitted by Section 102(b)(7) of the Delaware General Corporation Law, Article Fifth of the Registrant's Restated Certificate of Incorporation provides that a director of the Registrant shall not be personally liable for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or acts or omissions that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived any improper personal benefit. The Registrant has entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements generally require the Registrant to indemnify its executive officers and directors against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by the executive officer or director in connection with any proceeding arising by reason of the fact that such person is or was an executive officer or director of the Registrant. The indemnification agreements also require the Registrant to advance litigation expenses provided that the executive officer or director undertakes to repay the amounts if it is ultimately determined that the executive officer or director is not entitled to indemnification for the expenses. The indemnification agreements also establish a conclusive presumption that the director or executive officer has met the applicable standard of conduct required for indemnification unless a majority of the disinterested members of the board of directors, a majority of the stockholders or independent legal counsel in a written opinion determine that the applicable standard has not been met. Partial indemnification is explicitly provided for in the indemnification agreements in the event that a director or officer is not entitled to full indemnification under the terms of the indemnification agreements or under applicable law. The Registrant has purchased directors' and officers' liability insurance. The Registrant intends to enter into additional indemnification agreements with each of its directors and executive officers to effectuate these indemnity provisions. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "1933 Act") may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed Not Applicable. II-2 4 Item 8. Exhibits Exhibit Number Exhibit ------- ------- 4 Instruments Defining the Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 001-14229 on Form 8-A12B, together with any exhibits thereto, which are incorporated herein by reference pursuant to Item 3(c) to this Registration Statement. 5 Opinion and consent of Hewitt & McGuire, LLP. 23.1 Consent of Deloitte & Touche LLP, Independent Auditors. 23.2 Consent of Hewitt & McGuire, LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to the Signature Page of this Registration Statement. 99.1 Quiksilver International Stock Option Plan. 99.2 Fidra Stock Option Plan. 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: (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act 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; and (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 Quiksilver International Stock Option Plan and Fidra Stock Option Plan. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this 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. C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue. II-3 5 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-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Huntington Beach, State of California on this 24th day of July, 2001. QUIKSILVER, INC. By: /s/ Charles S. Exon --------------------------------- Charles S. Exon Executive Vice President, Business & Legal Affairs, Secretary and General Counsel POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of Quiksilver, Inc., a Delaware corporation, do hereby constitute and appoint Charles S. Exon and Steven L. Brink and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. II-4 6 IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Robert B. McKnight, Jr. Chairman of the Board and Chief Executive July 24, 2001 - ------------------------------- Officer (Principal Executive Officer) Robert B. McKnight, Jr. /s/ Steven L. Brink Chief Financial Officer and Treasurer July 24, 2001 - ------------------------------- (Principal Financial Officer) Steven L. Brink Director July ___, 2001 - ------------------------------- Harry Hodge /s/ William M. Barnum Director July 24, 2001 - ------------------------------- William M. Barnum /s/ Charles E. Crowe Director July 24, 2001 - ------------------------------- Charles E. Crowe /s/ Michael H. Gray Director July 24, 2001 - ------------------------------- Michael H. Gray /s/ Robert G. Kirby Director July 24, 2001 - ------------------------------- Robert G. Kirby /s/ Tom Roach Director July 24, 2001 - ------------------------------- Tom Roach
II-5 7 EXHIBIT INDEX Exhibit Number Exhibit ------- ------- 4 Instruments Defining the Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 001-14229 on Form 8-A12B, together with any exhibits thereto, which are incorporated herein by reference pursuant to Item 3(c) to this Registration Statement. 5 Opinion and consent of Hewitt & McGuire, LLP. 23.1 Consent of Deloitte & Touche LLP, Independent Auditors. 23.2 Consent of Hewitt & McGuire, LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to the Signature Page of this Registration Statement. 99.1 Quiksilver International Stock Option Plan. 99.2 Fidra Stock Option Plan. EX-5 2 a74319orex5.txt EXHIBIT 5 1 EXHIBIT 5 OPINION AND CONSENT OF CHARLES S. EXON July 24, 2001 Quiksilver, Inc. 15202 Graham Street Huntington Beach, CA 92649 Re: Quiksilver, Inc.- Registration Statement for Offering of an Aggregate of 173,600 Shares of Common Stock Dear Ladies and Gentlemen: I have acted as counsel to Quiksilver, Inc., a Delaware corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 173,600 shares of the Company's common stock (the "Shares") authorized for issuance under the Company's Quiksilver International Stock Option Plan and Fidra Stock Option Plan (collectively, the "Plans"). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. I have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the establishment of the Plans. Based on such review, I am of the opinion that, if, as and when the Shares have been issued and sold (and the consideration therefor received) pursuant to the provisions of option agreements duly authorized under the Plans and in accordance with the Registration Statement, such Shares will be duly authorized, legally issued, fully paid and nonassessable. I consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. This opinion letter is rendered as of the date first written above and I disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to my attention and which may alter, affect or modify the opinion expressed herein. My opinion is expressly limited to the matters set forth above and I render no opinion, whether by implication or otherwise, as to any other matters relating to the Company and the Shares. Very truly yours, Charles S. Exon, Esq. EX-23.1 3 a74319orex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 19, 2000 appearing in the Annual Report on Form 10-K of Quiksilver, Inc. for the year ended October 31, 2000. /s/ Deloitte & Touche LLP --------------------------------- Deloitte & Touche LLP Costa Mesa, California July 23, 2001 EX-99.1 4 a74319orex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 QUIKSILVER INTERNATIONAL STOCK OPTION PLAN General Nature and Purpose The Quiksilver International Plan provides for the granting of nonstatutory options to certain former employees of Quiksilver International Pty. Ltd. ("QSI") in connection with the acquisition (the "Acquisition") by Quiksilver, Inc. (the "Company") of QSI. The purpose of the Plan is to advance the interests of the Company by enhancing its ability to employ one or more of certain qualified former and current employees of QSI following the Acquisition by providing them with the opportunity to become owners of the Company by the grant of options to purchase Common Stock of the Company. No shareholder approval was sought or received with respect to this Plan. Securities Subject to the Plan The aggregate number of shares of the Company's Common Stock which may be issued upon exercise of options granted under the Plan will not exceed 73,600. There are no remaining shares available for grant under the Plan. The Plan provides for appropriate adjustment in the number and/or kind of shares subject to options previously granted in the event of a stock split, stock dividend, reorganization or other change in the capitalization of the Company. Eligibility to Receive Options Under the Plan Only designated existing or to be named employees of QSI at the time of the Acquisition received options under the Plan. Administration and Duration of the Plan The Plan is and will be administered by the Board of Directors (the "Board"); provided, however, that the Board may delegate administration to a Committee composed of not less than two directors appointed by the Board. The Board has full power to interpret the Plan and the options and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. Members of the Board of Directors are elected at each annual meeting of stockholders for one year and hold office until their successors are elected and qualified. The Company's Board of Directors has the power to amend the Plan at any time, although no amendment may alter or impair any rights or obligations under a previously issued option without the consent of the holder of the option (except for adjustments resulting from stock splits, recapitalization, etc.). Stockholder approval of the Plan is not required. The Plan expires on August 1, 2010. Terms of Options For purposes of the Plan, fair market value of a share of the Company's Common Stock on any date is considered to be (i) the closing price of a share of the Company's Common Stock on the principal exchange on which shares of the Company's Common Stock are then trading on the date of grant, (ii) if the Common Stock is not traded on an exchange, (a) the last sales price (if the stock is then listed as a National Market Issue under the NASD National Market System) or (b) the mean between the closing representative bid and asked prices, for the stock on the date of grant as reported by the National Association of Securities Dealers, Inc. through NASDAQ or a successor quotation system, (iii) if the Common Stock is not traded on an exchange and prices are not provided through NASDAQ or a successor quotation system, the mean between the closing bid and asked prices for the stock on the date of grant as determined in good faith by the Board, or (iv) if the Company's Common Stock is not publicly traded, the fair market value established by the Board acting in good faith for purposes of granting options under the Plan. 2 Options granted pursuant to the Plan become exercisable with respect to one-third of the number of shares covered by such options on the first anniversary of the date of grant with an additional one-third to become exercisable on the second anniversary of such grant, and the final third on the third anniversary of such grant; so that such options shall be fully exercisable beginning on the third anniversary of such grant. All options granted pursuant to the Plan shall expire ten years after the date of grant. Under the Plan, the right to exercise any option generally expires three months after an optionee's termination of employment; provided, however, that the option shall expire immediately if the optionee's termination is for misconduct or for making any unauthorized use or disclosure of confidential information or trade secrets of the Company. If the optionee dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) while employed by or consulting for the Company, any outstanding option will generally expire one year from the date of the optionee's death or termination due to the disability. Options may be exercised by a written notice of exercise signed by the optionee or other person then entitled to exercise such option or portion and delivered to the Company's President, Chief Financial Officer or Secretary or his office. Common Stock purchased upon the exercise of options may be paid for by the option holder either (i) in cash or cash equivalents, (ii) with the consent of the Committee, with shares of the Company's Common Stock held by the option holder for the requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes valued at fair market value on the date of delivery equal to the aggregate purchase price of the shares with respect to which the option or portion is thereby exercised, (iii) with the consent of the Committee, any combination of the consideration described in the foregoing clauses (i) and (ii), (iv) with the consent of the Committee, through a broker-dealer sale and remittance procedure or (v) any other legal consideration that may be acceptable to the Committee. Upon the occurrence of certain transactions such as a merger, consolidation, acquisition, liquidation or dissolution of the Company, any outstanding options terminate unless (i) a written provision is made in connection with such transaction for the assumption of the options, or the substitution of the options with new options covering the securities of the successor corporation, with appropriate adjustment in the number, type and exercise price of such securities, in which event the related options shall continue or be replaced, as the case may be, or (ii) the Committee provides in writing for adjustments it deems appropriate in the terms and conditions of the options, including the acceleration of vesting and/or providing for the cancellation of options and their automatic conversion into the right to receive the securities or other properties which a holder of the shares into which such options are convertible would have been entitled to receive upon such transaction. If the options terminate by reason of the occurrence of such transaction without provision for any of the action(s) described in (i) or (ii) above, then any optionee holding an outstanding option shall have the right, at such time and prior to the consummation of the transaction as the Committee shall designate, to exercise his or her options to the full extent not previously exercised, including any portion which has not yet become exercisable. Each option is further subject to the restriction that no shares will be issued or delivered upon exercise of an option unless and until there has been compliance with all applicable requirements of the Securities Act of 1933, as amended, and any other requirement of law or of any regulatory body having jurisdiction over such issuance and delivery. The inability of the Company to obtain any required permits, authorizations or approvals necessary for the lawful issuance and sale of any shares under the Plan on terms deemed reasonable by the Committee shall relive the Company, the Board, and any Committee thereof of any liability in respect to the non-issuance or sale of such shares as to which such requisite permits, authorizations or approvals shall not have been obtained. Other than the option agreements executed in connection with each option granted, optionees are not provided with any periodic or other report concerning the status of their individual options. However, the Company will supply information in response to inquiries. Adjustments in Outstanding Options If the outstanding shares of Common Stock of the Company are increased, decreased, changed into or exchanged for a different number or kind of shares of the Company through reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split, upon authorization by the Committee an 2 3 appropriate and proportionate adjustment shall be made in the number or kind of shares, and the per share option price thereof, which may be issued in the aggregate and to any individual optionees under the Plan upon exercise of options; provided, however, that no such adjustment need be made if such adjustment may result in the receipt of federal taxable income to the holders of options or the holders of other securities of the Company. Rights as a Stockholder No option holder will have any rights as a stockholder as to shares covered by an option until certificates representing such shares are issued and delivered to the option holder. Options Not Transferable No option shall be transferable otherwise than by will or the laws of descent and distribution, and an option shall be exercisable during the option holder's lifetime only by the option holder. Restrictions on Resale The Committee, in its absolute discretion, may impose such restrictions on the transferability of the shares purchasable upon the exercise of an option as it deems appropriate. The Committee may require any officer or other option holder to give the Company prompt notice of any disposition of shares of stock acquired by exercise of an incentive stock option within two years from the date of the grant of such option or one year after the transfer of such shares to such option holder. In addition, employees and officers who are "affiliates" of the Company within the meaning of the rules and regulations under the Securities Act may not offer or sell the shares of Common Stock they acquire upon exercise of options unless such offers and sales are made pursuant to an effective Registration Statement under the Securities Act (including the Registration Statement on Form S-8 to which this Prospectus relates, if a prospectus on Form S-3 or any successor form has been filed, is current and effective and includes the shares to be sold) or pursuant to an appropriate exemption from the registration requirements of the Securities Act or, if available to the selling stockholder, within the limitations and subject to conditions set forth in Rule 144 promulgated under the Securities Act. Upon such offers and sales, any of such persons may be deemed to be an "underwriter" as that term is defined in Section 2(11) of the Securities Act. Persons through whom any of such persons may sell may also be deemed to be underwriters. ERISA The Plan is not an "employee benefit plan" subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, and is not a qualified pension, profit sharing or stock bonus plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"). 3 EX-99.2 5 a74319orex99-2.txt EXHIBIT 99.2 1 EXHIBIT 99.2 FIDRA STOCK OPTION PLAN General Nature and Purpose The Fidra Stock Option Plan provides for the granting of nonstatutory options in connection with the acquisition (the "Acquisition") by Quiksilver, Inc. (the "Company") of the "Fidra" trademark and the establishment of Fidra, Inc., the Company's wholly-owned golf apparel subsidiary ("Fidra"). No shareholder approval was sought or received with respect to this Plan. Securities Subject to the Plan The aggregate number of shares of the Company's Common Stock which may be issued upon exercise of options granted under the Plan will not exceed 100,000. There are no remaining shares available for grant under the Plan. The Plan provides for appropriate adjustment in the number and/or kind of shares subject to options previously granted in the event of a stock split, stock dividend, reorganization or other change in the capitalization of the Company. Eligibility to Receive Options Under the Plan Only designated employees of Fidra received options under the Plan. Administration and Duration of the Plan The Plan is and will be administered by the Board of Directors (the "Board"); provided, however, that the Board may delegate administration to a Committee composed of not less than two directors appointed by the Board. The Board has full power to interpret the Plan and the options and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. Members of the Board of Directors are elected at each annual meeting of stockholders for one year and hold office until their successors are elected and qualified. The Company's Board of Directors has the power to amend the Plan at any time, although no amendment may alter or impair any rights or obligations under a previously issued option without the consent of the holder of the option (except for adjustments resulting from stock splits, recapitalization, etc.). Stockholder approval of the Plan is not required. The Plan expires on August 1, 2010. Terms of Options For purposes of the Plan, fair market value of a share of the Company's Common Stock on any date is considered to be (i) the closing price of a share of the Company's Common Stock on the principal exchange on which shares of the Company's Common Stock are then trading on the date of grant, (ii) if the Common Stock is not traded on an exchange, (a) the last sales price (if the stock is then listed as a National Market Issue under the NASD National Market System) or (b) the mean between the closing representative bid and asked prices, for the stock on the date of grant as reported by the National Association of Securities Dealers, Inc. through NASDAQ or a successor quotation system, (iii) if the Common Stock is not traded on an exchange and prices are not provided through NASDAQ or a successor quotation system, the mean between the closing bid and asked prices for the stock on the date of grant as determined in good faith by the Board, or (iv) if the Company's Common Stock is not publicly traded, the fair market value established by the Board acting in good faith for purposes of granting options under the Plan. 2 Options granted pursuant to the Plan become exercisable immediately with respect to one-third of the number of shares covered by such options on August 1, with an additional one-third to become exercisable on August 1, 2002, and the final third on August 1, 2003; so that such options shall be fully exercisable beginning on August 1, 2003. All options granted pursuant to the Plan shall expire ten years after the date of grant. Under the Plan, the right to exercise any option generally expires three months after an optionee's termination of employment; provided, however, that the option shall expire immediately if the optionee's termination is for misconduct or for making any unauthorized use or disclosure of confidential information or trade secrets of the Company. If the optionee dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) while employed by or consulting for the Company, any outstanding option will generally expire one year from the date of the optionee's death or termination due to the disability. Options may be exercised by a written notice of exercise signed by the optionee or other person then entitled to exercise such option or portion and delivered to the Company's President, Chief Financial Officer or Secretary or his office. Common Stock purchased upon the exercise of options may be paid for by the option holder either (i) in cash or cash equivalents, (ii) with the consent of the Committee, with shares of the Company's Common Stock held by the option holder for the requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes valued at fair market value on the date of delivery equal to the aggregate purchase price of the shares with respect to which the option or portion is thereby exercised, (iii) with the consent of the Committee, any combination of the consideration described in the foregoing clauses (i) and (ii), (iv) with the consent of the Committee, through a broker-dealer sale and remittance procedure or (v) any other legal consideration that may be acceptable to the Committee. Upon the occurrence of certain transactions such as a merger, consolidation, acquisition, liquidation or dissolution of the Company, any outstanding options terminate unless (i) a written provision is made in connection with such transaction for the assumption of the options, or the substitution of the options with new options covering the securities of the successor corporation, with appropriate adjustment in the number, type and exercise price of such securities, in which event the related options shall continue or be replaced, as the case may be, or (ii) the Committee provides in writing for adjustments it deems appropriate in the terms and conditions of the options, including the acceleration of vesting and/or providing for the cancellation of options and their automatic conversion into the right to receive the securities or other properties which a holder of the shares into which such options are convertible would have been entitled to receive upon such transaction. If the options terminate by reason of the occurrence of such transaction without provision for any of the action(s) described in (i) or (ii) above, then any optionee holding an outstanding option shall have the right, at such time and prior to the consummation of the transaction as the Committee shall designate, to exercise his or her options to the full extent not previously exercised, including any portion which has not yet become exercisable. Each option is further subject to the restriction that no shares will be issued or delivered upon exercise of an option unless and until there has been compliance with all applicable requirements of the Securities Act of 1933, as amended, and any other requirement of law or of any regulatory body having jurisdiction over such issuance and delivery. The inability of the Company to obtain any required permits, authorizations or approvals necessary for the lawful issuance and sale of any shares under the Plan on terms deemed reasonable by the Committee shall relive the Company, the Board, and any Committee thereof of any liability in respect to the non-issuance or sale of such shares as to which such requisite permits, authorizations or approvals shall not have been obtained. Other than the option agreements executed in connection with each option granted, optionees are not provided with any periodic or other report concerning the status of their individual options. However, the Company will supply information in response to inquiries. Adjustments in Outstanding Options If the outstanding shares of Common Stock of the Company are increased, decreased, changed into or exchanged for a different number or kind of shares of the Company through reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split, upon authorization by the Committee an appropriate and proportionate adjustment shall be made in the number or kind of shares, and the per share option 2 3 price thereof, which may be issued in the aggregate and to any individual optionees under the Plan upon exercise of options; provided, however, that no such adjustment need be made if such adjustment may result in the receipt of federal taxable income to the holders of options or the holders of other securities of the Company. Rights as a Stockholder No option holder will have any rights as a stockholder as to shares covered by an option until certificates representing such shares are issued and delivered to the option holder. Options Not Transferable No option shall be transferable otherwise than by will or the laws of descent and distribution, and an option shall be exercisable during the option holder's lifetime only by the option holder. Restrictions on Resale The Committee, in its absolute discretion, may impose such restrictions on the transferability of the shares purchasable upon the exercise of an option as it deems appropriate. The Committee may require any officer or other option holder to give the Company prompt notice of any disposition of shares of stock acquired by exercise of an incentive stock option within two years from the date of the grant of such option or one year after the transfer of such shares to such option holder. In addition, employees and officers who are "affiliates" of the Company within the meaning of the rules and regulations under the Securities Act may not offer or sell the shares of Common Stock they acquire upon exercise of options unless such offers and sales are made pursuant to an effective Registration Statement under the Securities Act (including the Registration Statement on Form S-8 to which this Prospectus relates, if a prospectus on Form S-3 or any successor form has been filed, is current and effective and includes the shares to be sold) or pursuant to an appropriate exemption from the registration requirements of the Securities Act or, if available to the selling stockholder, within the limitations and subject to conditions set forth in Rule 144 promulgated under the Securities Act. Upon such offers and sales, any of such persons may be deemed to be an "underwriter" as that term is defined in Section 2(11) of the Securities Act. Persons through whom any of such persons may sell may also be deemed to be underwriters. ERISA The Plan is not an "employee benefit plan" subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, and is not a qualified pension, profit sharing or stock bonus plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"). 3 -----END PRIVACY-ENHANCED MESSAGE-----