-----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, V3UZpMuKkmzRuAGNAPxmhGYvGsxkenYbIt3N8HWncsG0QxRUBw50qRN8+8zt3m5e 0+jOKKr1Lq8++l7BoAD8Ew== 0001021408-01-503800.txt : 20010725 0001021408-01-503800.hdr.sgml : 20010725 ACCESSION NUMBER: 0001021408-01-503800 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010724 EFFECTIVENESS DATE: 20010724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL SPORTS INC CENTRAL INDEX KEY: 0000828750 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 042958132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-65694 FILM NUMBER: 1686724 BUSINESS ADDRESS: STREET 1: 1075 FIRST AVE STREET 2: RTE 3 INDUSTRIAL PARK CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6102653229 MAIL ADDRESS: STREET 1: 1075 FIRST AVE CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on July 24, 2001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GLOBAL SPORTS, INC. (Exact name of Registrant as specified in its charter) 1075 First Avenue Delaware King of Prussia, PA 19406 04-2958132 - ---------------------- --------------------------------------------- ------------------------------- (State or other (Address of Principal Executive (I.R.S. Employer jurisdiction of Offices) Identification No.) incorporation or (Zip Code) organization)
1996 EQUITY INCENTIVE PLAN ------------------------------- (Full title of the Plan) Arthur H. Miller Executive Vice President and General Counsel Global Sports, Inc. 1075 First Avenue King of Prussia, PA 19406 (610) 265-3229 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Francis E. Dehel, Esq. Melissa Palat Murawsky, Esq. Blank Rome Comisky & McCauley LLP One Logan Square Philadelphia, PA 19103 (215) 569-5500
CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Title of securities Maximum maximum Amount of to be registered Amount to be offering price aggregate registration registered per share offering price fee - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 4,500,000 shares/(1)/ $5.73/(2)/ $25,785,000/(2)/ $6,447/(3)/ ============================================================================================================================
(1) Plus such indeterminate number of additional shares as may be issued pursuant to certain anti-dilution provisions contained in the 1996 Equity Incentive Plan. (2) Pursuant to Rule 457(h), based upon the price at which stock options covered by the Registration Statement may be exercised and, in the case where such price is not known, upon the average of the high and low sale prices of our common stock, reported on the Nasdaq National Market on July 20, 2001. (3) Pursuant to Rule 457(p), the amount of the filing fee due under this Registration Statement has been offset by $6,447 representing a portion of the filing fee paid under our Registration Statement on Form S-3 (Registration No. 333-33876), originally filed with the SEC on April 3, 2000 and withdrawn on May 8, 2000. Rule 429 legend: The prospectus which will be used in connection with the sale of securities covered by this Registration Statement issued pursuant to the 1996 Equity Incentive Plan will also be used in connection with the sale of securities covered by (i) Registration Statement on Form S-8 (Registration No. 333-49363) filed with the SEC on April 3, 1998 and (ii) Registration Statement on Form S-8 (Registration No. 333-53982) filed with the SEC on January 19, 2001. Introductory Statement The purpose of this Registration Statement is to register an additional 4,500,000 shares of common stock for issuance pursuant to the 1996 Equity Incentive Plan as a result of an amendment to such plan. Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-49363 filed with the SEC on April 3, 1998 and Registration Statement No. 333-53982 filed with the SEC on January 19, 2001 are incorporated herein by reference. Item 6. Indemnification of Directors and Officers ----------------------------------------- The Delaware General Corporation Law provides, in substance, that Delaware corporations shall have the power, under specified circumstances, to indemnify their directors, officers, employees and agents in connection with actions, suits or proceedings brought against them by third parties and in connection with actions or suits by or in the right of the corporation, by reason of the fact that they were or are such directors, officers, employees and agents, against expenses (including attorney's fees) and, in the case of actions, suits or proceedings brought by third parties, against judgments, fines and amounts paid in settlement actually and reasonably incurred in any such action, suit or proceeding. The Registrant's Bylaws also provide for indemnification to the fullest extent permitted by the Delaware General Corporation Law. Reference is made to the Bylaws of the Registrant. As permitted by the Delaware General Corporation Law, the Registrant's Amended and Restated Certificate of Incorporation eliminates the personal liability of its directors to the Registrant and its stockholders, in certain circumstances, for monetary damages arising from breach of the director's fiduciary duty. The Registrant has obtained directors' and officers' liability insurance which covers certain liabilities, including liabilities to the Registrant and its stockholder, in the amount of $10.0 million. Moreover, the Registrant has entered into indemnification agreements with its directors and certain officers that are intended to provide greater protection than currently provided under the Delaware General Corporation Law and the Registrant's Bylaws. Item 8. Exhibits. -------- The following exhibits are filed as part of this Registration Statement or, where so indicated, have been previously filed and are incorporated herein by reference. Exhibit No. Description ----------- ----------- 5.1 Opinion of Blank Rome Comisky & McCauley LLP regarding legality. 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 5.1). 24.1 Power of Attorney (included on the Signature Page). II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 King of Prussia, Pennsylvania, on the date indicated. GLOBAL SPORTS, INC. Date: July 24, 2001 /s/ Michael G. Rubin Michael G. Rubin, Chairman of the Board and Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael G. Rubin and Jordan M. Copland, and each or any one of them, his true and lawful attorney-in-fact and agent, 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, 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 connection therewith, 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 or his substitutes or substitute, 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 below by the following persons in the capacities and on the date indicated.
Signature Capacity Date - ------------------------------------------ ----------------------------------------------- ------------------------ /s/ Michael G. Rubin Chairman of the Board and Chief July 24,2001 Michael G. Rubin Executive Officer /s/ Jordan M. Copland Executive Vice President and July 24, 2001 Jordan M. Copland Chief Financial Officer /s/ Kenneth J. Adelberg Director July 24, 2001 Kenneth J. Adelberg /s/ Ronald S. Fisher Director July 24, 2001 Ronald S. Fisher
II-4 II-4 /s/ Harvey Lamm Director July 24, 2001 Harvey Lamm /s/ Mark S. Menell Director July 24, 2001 Mark S. Menell /s/ Michael S. Perlis Director July 24, 2001 Michael S. Perlis /s/ Jeffrey F. Rayport Director July 24, 2001 Jeffrey F. Rayport
II-5 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 5.1 Opinion of Blank Rome Comisky & McCauley LLP regarding legality. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of PricewaterhouseCoopers LLP. 23.3 Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 5.1). 24.1 Power of Attorney (included on the Signature Page). EX-5.1 2 dex51.txt OPINION OF BLANK ROME COMISKY & MCCAULEY LLP EXHIBIT 5.1 BLANK ROME COMISKY & McCAULEY LLP One Logan Square Philadelphia, PA 19103-6998 (215) 569-5500 Fax: (215) 569-5555 July 24, 2001 Global Sports, Inc. 1075 First Avenue King of Prussia, PA 19406 Gentlemen: We have acted as counsel to Global Sports, Inc. (the "Company") in connection with the preparation of the Registration Statement on Form S-8 ("Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the offer and sale of up to 4,500,000 shares of common stock, par value $.01 per share ("Common Stock"), by the Company pursuant to the Company's 1996 Equity Incentive Plan, as amended (the "Plan"). This opinion is furnished pursuant to the requirement of Item 601(b)(5) of Regulation S-K. Although as counsel to the Company we have advised the Company in connection with a variety of matters referred to us by it, our services are limited to specific matters so referred. Consequently, we may not have knowledge of many transactions in which the Company has engaged or its day-to- day operations. In rendering this opinion, we have examined the following documents: (i) the Company's Certificate of Incorporation and Bylaws, as amended as of the date hereof; (ii) resolutions of the Company's Board of Directors relating to the adoption of the Plan and any amendments thereto; (iii) the Registration Statement; and (iv) the Plan. We have assumed and relied, as to question of fact and mixed questions of law and fact, on the truth, completeness, authenticity and due authorization of all documents and records examined and the genuineness of all signatures. We have not made any independent investigation in rendering this opinion other than the document examination described. Our opinion is therefore qualified in all respects by the scope of that document examination. We make no representation as to the sufficiency of our investigation for your purposes. This opinion is limited to the laws of the State of Delaware. Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock of the Company which are being offered by the Company pursuant to the Registration Statement, when sold in the manner and for the consideration contemplated by the Registration Statement, will be legally issued, fully paid and non-assessable. This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur. This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. We consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ Blank Rome Comisky & McCauley LLP BLANK ROME COMISKY & McCAULEY LLP EX-23.1 3 dex231.txt INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Global Sports, Inc. on Form S-8 for the purpose of registering the additional shares under the Company's 1996 Equity Incentive Plan of our report dated March 23, 2001, appearing in the Annual Report on Form 10-K of Global Sports, Inc. for the year ended December 30, 2000. /s/ Deloitte & Touche LLP Philadelphia, Pennsylvania July 20, 2001 EX-23.2 4 dex232.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Global Sports, Inc. of our report dated January 31, 2000 relating to the financial statements of Fogdog, Inc., which appears in the Form 8-K of Global Sports, Inc. dated January 12, 2001. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP San Jose, California July 24, 2001 -----END PRIVACY-ENHANCED MESSAGE-----