-----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, Ioa/q4fVK+JDSxTHXbULf9hw6DM0siX81QwfL/7BLSCgdM178wEgfhUoIZWTqpOO UUGd9nKWDNekYDYJggyz8w== 0001036050-98-000550.txt : 19980406 0001036050-98-000550.hdr.sgml : 19980406 ACCESSION NUMBER: 0001036050-98-000550 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980403 EFFECTIVENESS DATE: 19980403 SROS: NASD 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: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-49363 FILM NUMBER: 98587246 BUSINESS ADDRESS: STREET 1: 555 S HENDERSON ROAD SUITE B STREET 2: RTE 3 INDUSTRIAL PARK CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6103372200 MAIL ADDRESS: STREET 1: 555 S HENDERSON RD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 3, 1998 Registration No.333- ================================================================================ 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)
555 SOUTH HENDERSON ROAD DELAWARE KING OF PRUSSIA, PENNSYLVANIA 19406 04-2958132 - ------------------------------- ---------------------------------------- ------------------- (State or other jurisdiction of (Address of Principal Executive Offices) (I.R.S. Employer incorporation or organization) (Zip Code) Identification No.)
1993 STOCK OPTION PLAN 1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN 1995 STOCK OPTION PLAN 1996 EQUITY INCENTIVE PLAN -------------------------- (Full title of the Plans) Michael G. Rubin Chairman and Chief Executive Officer Global Sports, Inc. 555 South Henderson Road King of Prussia, Pennsylvania 19406 (610) 337-2200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Arthur H. Miller, Esquire Blank Rome Comisky & McCauley LLP One Logan Square Philadelphia, Pennsylvania 19103 (215) 569-5500 CALCULATION OF REGISTRATION FEE ================================================================================
TITLE OF SECURITIES Proposed Proposed TO BE REGISTERED MAXIMUM MAXIMUM AMOUNT OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED (1) PER SHARE OFFERING PRICE FEE - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 1,132,500 shares $5.5625 (2) $ 6,299,531.25 (2) $1,858.37 =====================================================================================================================
(1) Plus such indeterminate number of additional shares as may be issued pursuant to certain anti-dilution provisions contained in the Plans. (2) Based upon the average of the closing bid and asked price of the Common Stock as reported on the NASD Over-the-Counter Bulletin Board on April 1, 1998, estimated solely for the purposes of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended. Pursuant to Rule 429 under the Securities Act of 1933, as amended, the prospectus included in this Registration Statement also relates to the Registrant's 1987 Stock Option Plan, 1988 Stock Option Plan and 1990 Stock Option Plan previously registered under the Registrant's Registration Statement No. 33-42188 and the Registrant's 1992 Stock Option Plan previously registered under the Registrant's Registration Statement No. 33-89170. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Company's 1993 Stock Option Plan, 1995 Non-Employee Directors' Stock Option Plan, 1995 Stock Option Plan and 1996 Equity Incentive Plan (collectively, the "Plans") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act. I-2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. ----------------------------------------------- The following documents previously filed by Global Sports, Inc. (the "Company") with the Commission are hereby incorporated by reference in this Registration Statement: (i) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (ii) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (i) above; and (iii) The description of the Company's Common Stock, which is incorporated by reference to the Company's Registration Statement on Form 8-A filed with the Commission on March 19, 1988 under the Exchange Act, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Company with the pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of the filing of such documents. The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to Global Sports, Inc., 555 South Henderson Road, King of Prussia, Pennsylvania 19406, Attention: Corporate Secretary, telephone number (610) 337-2200. ITEM 4. DESCRIPTION OF SECURITIES. ------------------------- Not Applicable. II-3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. -------------------------------------- Not Applicable. 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 attorneys' 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 Company'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 Company. As permitted by the Delaware General Corporation Law, the Company's Amended and Restated Certificate of Incorporation eliminates the personal liability of its directors to the Company and its stockholders, in certain circumstances, for monetary damages arising from a breach of the director's fiduciary duty. The Company has obtained directors' and officers' liability insurance which covers certain liabilities, including liabilities to the Company and its stockholders, in the amount of $3.0 million. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. ----------------------------------- Not Applicable. 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 ----------- ----------- 4.1 1993 Stock Option Plan 4.2 1995 Non-Employee Directors' Stock Option Plan (incorporated by reference to the Company's Proxy Statement filed on October 13, 1995). 4.3 1995 Stock Option Plan (incorporated by reference to the Company's Form 8-K dated July 31, 1995). 4.4 1996 Equity Incentive Plan (incorporated by refrence to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 5.1 Opinion of Blank Rome Comisky & McCauley LLP regarding legality. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 5.1). 24.1 Power of Attorney (included on the Signature Page). II-4 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 Securities Act of 1933, as amended: (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the Registration Statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, as amended, 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. (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 offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the 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 Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of II-5 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 Act and will be governed by the final adjudication of such issue. II-6 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 King of Prussia, Pennsylvania, on the date indicated. GLOBAL SPORTS, INC. Date: March 31, 1998 By: /s/ Michael G. Rubin ----------------------------------------- Michael G. Rubin, Chairman, Chief Executive Officer and Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael G. Rubin and Steven A. Wolf, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documentation in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 their substitute or 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 below by the following persons in the capacities and on the date indicated.
SIGNATURE Capacity Date - ------------------------------------ ---------------------------- ---------------------------- /s/ Michael G. Rubin Chairman, Director and Chief March 31, 1998 - ------------------------------------ Michael G. Rubin Executive Officer /s/ Steven A. Wolf Chief Financial Officer March 31, 1998 - ------------------------------------ Steven A. Wolf /s/ Kenneth J. Adelberg Director March 31, 1998 - ------------------------------------ Kenneth J. Adelberg
II-7 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.1 1993 Stock Option Plan 5.1 Opinion of Blank Rome Comisky & McCauley LLP regarding legality. 23.1 Consent of Deloitte & Touche LLP. EX-4.1 2 1993 STOCK OPTION PLAN EXHIBIT 4.1 RYKA, INC. 1993 STOCK OPTION PLAN TABLE OF CONTENTS ARTICLE I. Purpose of the Plan .1 ARTICLE II. Definitions 1 ARTICLE III. Administration of the Plan 3 ARTICLE IV. Eligibility 5 ARTICLE V. Stock Option Awards 6 ARTICLE VI. Exercise of Option 9 ARTICLE VII. Reporting Person Limitations 12 ARTICLE VIII. Terms and Conditions of Options 12 ARTICLE IX. Benefit Plans 13 ARTICLE X. Amendment, Suspension or Termination Of the Plan 14 ARTICLE XI. Changes in the Capital Structure 14 ARTICLE XII. Effective Date and Term of the Plan 16 ARTICLE XIII. Conversion of ISOs into Non-Qualified Options; Termination of ISOs 16 ARTICLE XIV. Application of Funds 17 ARTICLE XV. Governmental Regulation 17 ARTICLE XVI. Withholding of Additional Income Taxes 18 ARTICLE XVII. Notice to Company of Disqualifying Disposition 18 ARTICLE XVIII. Governing Law; Construction 19 RYKA INC. 1993 STOCK OPTION PLAN ARTICLE I Purpose of the Plan The purpose of this Plan is to encourage and enable employees, consultants, directors and others who are in a position to make significant contributions to the success of RYKA, INC. and of its affiliated corporations upon whose judgment, initiative, and efforts the Corporation depends for the successful conduct of its business, to acquire a closer identification of their interests with those of the Corporation by providing them with opportunities to purchase stock in the Corporation pursuant to options granted hereunder, thereby Stimulating their efforts on behalf of the Corporation and strengthening their desire to remain involved with the Corporation. ARTICLE 11 Definitions 2.1 "Affiliated Corporation" means any stock corporation of which a majority of the voting common or capital stock is owned directly or indirectly by the Corporation. 2.2 "Award" means an Option granted under Article V. 2.3 "Board" means the Board of directors of the Corporation. 2.4 "Code" means the Internal Revenue Code of 1986, as amended from time to time. 2.5 "Committee" means a committee of not less than two members of the Board appointed by the Board to administer the Plan, each of whom is a "disinterested person" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, or any successor provision. 2.6 "Corporation" means RYKA, INC., a Delaware corporation, or its successor. 2.7 "Employee" means any person who is a regular full-time or part-time employee of the Corporation or an Affiliated Corporation on or after May 28, 1993. 2.8 "Option" means an Incentive Stock Option or Non-Qualified Option granted by the Committee under Article V of this Plan in the form of a right to purchase Stock evidenced by an instrument containing such provisions as the Committee may establish. 2.9 "Participant" means a person ,elected by the Committee to receive an award under the Plan. 2.10 "Plan" means this 1993 Stock Option Plan. 2.11 "Incentive Stock Option ("ISO") means an option which qualifies as an incentive stock option as defined in Section 422 of the Code, as amended. 2.12 "Non-Qualified option" means any option not intended to qualify as an Incentive Stock Option. 2.13 "Stock" means the Common Stock, $.01 par value, of the Corporation or any successor, including any adjustments in the event of changes in capital structure of the type described in Article IX. 2.14 "Reporting Person" means a person subject to Section 16 of the Securities Exchange Act of 1934 or any successor provision. 2.15 "Restricted Period" means the period of time selected by the Committee during which an Award may be forfeited by the person. 2 ARTICLE III Administration of the Plan 3.1 Administration by the Committee. This Plan shall be administered by ------------------------------- the Committee as defined herein. From time to time the Board may increase the size of the Committee and appoint additional members thereto, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any options granted under it. 3.2 Powers. The Committee shall have full and final authority to ------ operate, manage, and administer the Plan on behalf of the Corporation. This authority includes, but is not limited to: (a) The power to grant Awards conditionally or unconditionally, (b) The power to prescribe the form or forms of the instruments evidencing Awards granted under this Plan, (c) The power to interpret the Plan, (d) The power to provide regulations for the operation of the incentive features of the Plan, and otherwise to prescribe and rescind regulations for interpretation, management and administration of the Plan, (e) The power to delegate responsibility for Plan operation, management and administration on such terms, consistent with the Plan, as the Committee may establish, (f) The power to delegate to other persons the responsibility of performing ministerial acts in furtherance of the Plan's purpose, and 3 (g) The power to engage the services of persons, companies, or organizations in furtherance of the Plan's purpose, including but not limited to, banks, insurance companies, brokerage firms, and consultants. 3.3 Additional Powers. In addition, as to each Option to buy Stock of ----------------- the Corporation, the Committee shall have full and final authority in its discretion: (a) to determine the number of shares of Stock subject to each Option; (b) to determine the time or times at which Options will be granted; (c) to determine the option price of the shares of Stock subject to each option, which price shall be not less than the minimum price specified in Article V of this Plan; (d) to determine the time or times when each Option shall become exercisable and the duration of the exercise period (including the acceleration of any exercise period), which shall not exceed the maximum period specified in Article V; and (e) to determine whether each option granted shall be an Incentive Stock Option or a Non-qualified Option. In no event may the Corporation grant an Employee any Incentive Stock Option that is first exercisable during any one calendar year to the extent the aggregate fair market value of the Stock (determined at the time the options are granted) exceeds $100,000 (under all stock options plans of the Corporation and any Affiliated Corporation); provided, however, that this paragraph shall have no force and effect if its inclusion in the Plan is not necessary for Incentive Stock Options issued under the Plan to qualify as such pursuant to Section 422(d)(1) of the Code. ARTICLE IV Eligibility 4.1 Eligible Employees. All Employees (including Directors and Officers ------------------ who are 4 Employees and who have not irrevocably elected to be ineligible to participate in the Plan) are eligible to be granted Incentive Stock Option and Non-Qualified Option Awards under this Plan. 4.2 Consultants, Directors and other Non-Employees. Any Consultant, ---------------------------------------------- Director (whether or not an Employee) and any other Non-Employee is eligible to be granted Non-Qualified Option Awards under the Plan provided the person has not irrevocably elected to be ineligible to participate in the Plan, and provided further that upon appointment to the Committee at the first Board of Directors meeting following the Annual Meeting of the Shareholders, each non- employee director appointed to the Committee shall be deemed to be ineligible to participate under the Plan during his or her period of service on the Committee. 4.3 Relevant Factors. In selecting individual Employees, Consultants, ---------------- Directors, and other Non-Employees to whom Awards shall be granted, the Committee shall weigh such factors as are relevant to accomplish the purpose of the Plan as stated in Article I. An individual who has been granted an Award may be granted one or more additional Awards, if the Committee so determines. The granting of an Award to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Awards. ARTICLE V Stock Option Awards 5.1 Number of Shares. Subject to the provisions of Article X of this ---------------- Plan, the aggregate number of shares of Stock for which Options may be granted under this Plan shall not exceed 900,000 shares. The shares to be delivered upon exercise of Options under this Plan shall be made available, at the discretion of the Committee, either from authorized but unissued shares 5 or from previously issued and reacquired shares of Stock held by the Corporation as treasury shares, including shares purchased in the open market. Stock issuable upon exercise of an option granted under the Plan may be subject to such restrictions on transfer, repurchase rights or other restrictions as shall be determined by the Committee. 5.2 Effect of Expiration, Termination or Surrender. If an Option under ---------------------------------------------- this Plan shall expire or terminate unexercised as to any shares covered thereby, or shall cease for any reason to be exercisable in whole or in part, or if the Company shall reacquire any unvested shares issued pursuance to options under the Plan, such shares shall thereafter be available for the granting of other Options under this Plan. 5.3 Term of Options. The full term of each Option granted hereunder shall --------------- be for such period as the Committee shall determine. In the case of Incentive Stock options granted hereunder, the term shall not exceed (10) years from the date of granting thereof. Each Option shall be subject to earlier termination as provided in Sections 6.3 and 6.4. Notwithstanding the foregoing, the term of options intended to qualify as "Incentive Stock Options" shall not exceed five (5) years from the date of granting thereof if such option is granted to any employee who at the time such option is granted owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation. 5.4 Option Price. The option price shall be determined by the Committee ------------ at the time any Option is granted. In the case of Incentive Stock Options, the exercise price shall not be less than 100% of the fair market value of the shares covered thereby at the time the Incentive Stock Option is granted (but in no event less than par value), provided that in the case where an Incentive 6 Stock Option is granted hereunder to any Employee who at the time of grant owns Stock possessing more than 10% of the combined voting power of all classes of stock of the Corporation and its Affiliated Corporations, the Incentive Stock Option price shall equal not less than 110% of the fair market value of the shares covered thereby at the time the Incentive Stock Option is granted. In the case of Non-Qualified Stock Options, the exercise price shall not be less than par value. 5.5 Fair Market Value. If, at any time an option is granted under the ----------------- Plan, the Corporation's Stock is publicly traded, "fair market value" shall be determined as of the last business day for which the prices or quotes discussed in this sentence are available prior to the date such Option is granted and shall mean (i) the average (on that date) of the high and low prices of the Stock on the principal national securities exchange on which the Stock is traded, if the Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Stock on the NASDAQ National Market List, if the Stock is not then traded on a national securities exchange; or (iii) the closing bid price (or average of bid prices) last quoted (on that date) by an established Quotation service for over-the-counter securities, if the Stock is not reported on the NASDAQ National Market List. However, it the Stock is not publicly traded at the time an Option is granted under the Plan, "fair market value" shall be deemed to be the fair value of the Stock as determined by the Committee under Section 3.3. 5.6 Non-Transferability of Options. No Option granted under this Plan ------------------------------ shall be transferable by the grantee otherwise than by will or the laws of descent and distribution, and such Option may be exercised during the grantee's lifetime only by the grantee. 5.7 Foreign Nationals. Awards may be granted to Participants who are ----------------- foreign 7 nationals or employed outside the United States on such terms and Conditions different from those specified in the Plan as the Committee considers necessary or advisable to achieve the purposes of the Plan or comply with applicable laws. ARTICLE VI Exercise of Option 6.1 Exercise. Each Option granted under the Plan shall be exercisable on -------- such date or dates and during such period and for such number of shares as shall be determined pursuant to the provisions of the instrument evidencing such Option. The Committee shall have the right to accelerate the date of exercise of any option, provided that, the Committee shall not accelerate the exercise date of any Incentive Stock Option granted if such acceleration would violate the annual vesting limitation contained in Section 422(d)(1) of the Code. 6.2 Notice of Exercise. A person electing to exercise an Option shall ------------------ give written notice to the Corporation of such election and of the number of shares lie or she has elected to purchase and shall at the time of exercise tender the full purchase price of the shares he or she has elected to purchase. 6.3 Delivery of Stock. No shares shall be delivered pursuant to any ----------------- exercise of an Option until payment in full of the option price therefor is received by the Corporation. Such payment may be made in whole or in part in cash or, to the extent permitted by the Committee at or after the grant of an Option, by delivery of a note or shares of the stock owned by the optionee, including Restricted Stock, valued at their fair market value on the date of delivery, or such other lawful consideration as the Committee may determine. Until such person has been issued a certificate or 8 certificates for the shares so purchased, he or she shall possess no rights of a record holder with respect to any of such shares. 6.4 Option Unaffected by Change in Duties. No Incentive Stock Option, ------------------------------------- and, unless otherwise determined by the Committee, no Non-Qualified Option granted to a person who is, on the date of the grant, an Employee of the Corporation or an Affiliated Corporation, shall be affected by any change of duties or position of the optionee (including transfer to or from an Affiliated Corporation), so long as he or she continues to be an Employee. Employment shall be considered as continuing and uninterrupted during any bona fide leave of absence (such as those attributable to illness, military obligations or governmental service) provided that the period of such leave does not exceed 90 days or, if longer, any period during which such optionee's right to reemployment is guaranteed by statute. A bona fide leave of absence with the written approval of the Committee shall not be considered an interruption of employment under the Plan, provided that such written approval contractually obligates the Corporation or any Affiliated Corporation to continue the employment of the optionee after the approved period of absence. If the optionee shall cease to be an Employee for any reason other than death, such Option shall thereafter be exercisable only to the extent of the purchase rights, if any, which have accrued as of the date of such cessation; provided that (i) the Committee may provide in the instrument evidencing any Option that the Committee may in its absolute discretion, upon any such cessation of employment, determine (but be under no obligation to determine) that such accrued purchase rights shall be deemed to include additional shares covered by such Option; and (ii) unless the Committee shall otherwise provide in the instrument evidencing any Option, upon any such cessation of employment, such remaining rights to purchase shall in any event terminate upon the earlier of (A) the expiration of the original term of the Option; or (B) 9 where such cessation of employment is on account of disability, the expiration of one year from the date of such cessation of employment and, otherwise, the Expiration of three months from such date. For purposes of the Plan, the term "disability" shall mean "permanent and total disability" as defined in Section 22(e)(3) of the Code. 6.5 Death of Optionee. Should an optionee die while in possession of the ----------------- legal right to Exercise an Option or Options under this Plan, such persons as shall have acquired, by will or by the laws of descent and distribution, the right to exercise any Options theretofore granted, may unless otherwise provided by the Committee in any instrument evidencing any Option, exercise such Options at any time prior to one year from the date of death; provided, that such Option or Options shall expire in all events no later than the last day of the original term of such Option; provided, further, that any such exercise shall be limited to the purchase rights that have accrued as of the date when the optionee ceased to be an Employee, whether by death or otherwise, unless the Committee provides in the instrument. evidencing such Option that, in the discretion of the Committee, additional shares covered by such Option may become subject, to purchase immediately upon the death of the optionee. ARTICLE VII Reporting Person Limitations Notwithstanding any other provision of the Plan, to the extent required to qualify for the exemption provided by Rule 16b-3 under the Securities Exchange Act of 1934, and any successor provision, (i) any Stock or other equity security offered under the Plan to a Reporting Person may not be sold for at least six (6) months after acquisition, except in case of death or disability and (ii) any Option, or other similar right related to an equity security, issued under the Plan to a Reporting Person 10 shall not be transferable other titan by will or the laws of descent and distribution, shall not, be exercisable for at least six (6) months except in the case of death or disability, and shall be exercisable during the Participant's lifetime only by the Participant or the Participant's guardian or legal representative. ARTICLE VIII Terms and Conditions of Options Options shall be evidenced by instruments (which need not be identical) in such forms as the Committee may from time to time approve. Such instruments shall conform to the terms and conditions set forth in Articles 5 and 6 hereof and may contain such other provisions as the Committee deems advisable that are not inconsistent with the Plan, including restrictions applicable to shares of Stock issuable upon exercise of Options. In granting any Non-Qualified Option, the Committee may specify that such Non-Qualified Option shall be subject to the restrictions set forth herein with respect to Incentive Stock Options, or to such other termination and cancellation provisions as the Committee may determine. The Committee may from time to time confer authority and responsibility on one or more of its own members and/or one or more officers of the Corporation to execute and deliver such instruments. The proper officers of the Corporation are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such instruments. ARTICLE IX Benefit Plans Awards under the Plan are discretionary and are not a part of regular salary. Awards may not be used in determining the amount of compensation for any purpose under the benefit plans of the 11 Corporation, or an Affiliated Corporation, except as the Committee may from time to time expressly provide. Neither the Plan, an Option or any instrument evidencing an option confers upon any Employee the right to continued employment with the Corporation or an Affiliated Corporation. ARTICLE X Amendment, Suspension or Termination of the Plan The Board may suspend the Plan or any part thereof at any time or may terminate the Plan in its entirety. Awards shall not be granted after Plan termination. The Board may also amend the Plan from time to time, except that amendments which affect the following subjects must be approved by stockholders of the Corporation. (a) Except as provided in Article XI relative to capital changes, the number of shares as to which Options may be granted pursuant to Article V; (b) The maximum term of Options granted; (c) The minimum price at which Options may be granted; (d) The term of the Plan; and (e) The requirements as to eligibility for participation in the Plan. Awards granted prior to suspension or termination of the Plan may not be canceled solely because of such suspension or termination, except with the consent of the grantee of the Award. ARTICLE XI Changes in Capital Structure The instruments evidencing options granted hereunder shall be subject to adjustment in the 12 event of changes in the outstanding Stock of the Corporation by reasonable of stock dividends, stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of an Award to the same extent as would affect an actual share of stock issued and outstanding on the effective date of such change. Such adjustment to outstanding Options shall be made without change in the total price applicable to the unexercised portion of such options, and a corresponding adjustment in the applicable option price per share shall be made. In the event of any such change, the aggregate number and classes of shares for which Options may thereafter be granted under Section 5.1 of this Plan may be appropriately adjusted as determined by the Committee so as to reflect such change. Notwithstanding the foregoing, any adjustments made pursuant to this Article XI with respect to Incentive Stock Options shall be made only after the Committee, after consulting with counsel for the Corporation, determines whether such adjustments would constitute a "modification" of such Incentive Stock Options (as that term is defined in Section 425 of the Code) or would cause any adverse tax consequences for The holders of such Incentive Stock Options. If the Committee determines that such adjustments made with respect to Incentive Stock Options would constitute a modification of such Incentive Stock Options, it may refrain from making such adjustments. In the event of the proposed dissolution or liquidation of the Corporation, each Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. Except as expressly provided herein, no issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. No 13 adjustments shall be made for dividends paid in cash or in property other than securities of the Corporation. No fractional shares shall be issued under the Plan and the optionee shall receive from the Corporation cash in lieu of such fractional shares. ARTICLE XII Effective Date and Term of the Plan The Plan shall become effective on May 28, 1993. The Plan shall continue until such time as it may be terminated by action of the Board; provided, however, that no Options may be granted under this Plan on or after the tenth anniversary of the effective date hereof. ARTICLE XIII Conversion of ISO's into Non-Qualified Options; Termination of ISO's The Committee, at the written request of any optionee, may in its discretion take such actions as may be necessary to convert such optionee's Incentive Stock Options, that have not been exercised on the date of conversion, into Non-Qualified Options at any time prior to the expiration of such Incentive Stock Options, regardless of whether the optionee is an employee of the Corporation or an Affiliated Corporation at the time of such conversion. Such actions may includes but not be limited to, extending the exercise period or reducing the exercise price of such Options. At the time of such conversion, the Committee (with the consent of the optionee) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Committee in its discretion may determine, 14 Provided that such conditions shall not be inconsistent with the Plan. Nothing in the Plan shall be deemed to give any optionee the right to have such optionee's Incentive Stock Options converted into Non-Qualified options, and no such conversion shall occur until and unless the Committee takes appropriate action. The Committee, with the consent of the optionee, may also terminate any portion of any Incentive Stock Option that has not been exercised at the time of such termination. ARTICLE XIV Application of Funds The proceeds received by the Corporation from the sale of shares pursuant to Options granted under the Plan shall be used for general corporate purposes. ARTICLE XV Governmental Regulation The Corporation's obligation to sell and deliver shares of Stock under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares. ARTICLE XVI Withholding of Additional Income Taxes Upon the exercise of a Non-Qualified Option or the making of a Disqualifying Disposition (as defined in Article XVI) the Corporation, in accordance with Section 3402(a) of the Code, may require the optionee to pay additional withholding taxes in respect of the amount that is considered 15 compensation includible in such person's gross income. The Committee in its discretion may condition the exercise of an Option on the payment of such additional withholding taxes. ARTICLE XVII Notice to Company of Disqualifying Disposition Each employee who receives an Incentive Stock Option must agree to notify the Corporation in writing immediately after the employee makes a Disqualifying Disposition of any Stock acquired pursuant to the exercise of an Incentive Stock Option. A Disqualifying Disposition is any disposition (including any sale) of such Stock before the later of (a) two years after the date the employee was granted the Incentive Stock Option or (b) one year after the date the employee acquired Stock by exercising the Incentive Stock Option. If the employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter. ARTICLE XVIII Governing Law; Construction The validity and construction of the Plan and the instruments evidencing Options shall be governed by the laws of the State of Delaware. In construing this Plan, the singular shall include the plural and the masculine gender shall include the feminine and neuter, unless the context otherwise requires. 16 EX-5.1 3 OPINION OF BLANK ROME REGARDING LEGALITY EXHIBIT 5.1 BLANK ROME COMISKY & MCCAULEY LLP COUNSELORS AT LAW ONE LOGAN SQUARE PHILADELPHIA, PA 19103-6998 (215) 569-5500 FAX: (215) 569-5555 April 3, 1998 Global Sports, Inc. 555 South Henderson Road 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 1,132,500 shares of common stock, par value $.01 per share ("Common Stock"), by the Company pursuant to the Company's 1993 Stock Option Plan, 1995 Non-Employee Directors' Stock Option Plan, 1995 Stock Option Plan and 1996 Equity Incentive Plan, as amended (collectively, the "Plans"). 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 Plans and any amendments thereto; (iii) the Registration Statement; and (iv) the Plans. 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 4 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement of Global Sports, Inc. on Form S-8 of our report dated March 27, 1998, appearing in the Annual Report on Form 10-K of Global Sports, Inc. for the year ended Decembe 31, 1997. /s/ Deloitte & Touche LLP ----------------------------- Deloitte & Touche LLP Philadelphia, Pennsylvania April 3, 1998 -----END PRIVACY-ENHANCED MESSAGE-----