S-8 1 s-8.txt VENATOR GROUP 1998 STOCK OPTION AND AWARD PLAN 1 Registration No. As filed with the Securities and Exchange Commission on July 10, 2000 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Venator Group, Inc. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) New York 13-3513936 ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 112 West 34th Street, New York, NY 10120 ---------------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) Venator Group 1998 Stock Option and Award Plan -------------------------------------------------------------------------------- (Full title of the plan) Gary M. Bahler, General Counsel, Venator Group, Inc., 112 West 34th Street, New York, NY 10120 -------------------------------------------------------------------------------- (Name and address of agent for service) (212) 720-3700 -------------------------------------------------------------------------------- (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE --------------------------------------------------------------------------------
Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered (1) per unit (2) price fee ---------- ---------- --------- --------- ------------ Common Stock, 6,000,000 $10.75 $64,500,000 $17,028 $.01 par value Shares (including the associated Preferred Stock Purchase Rights)
-------------------------------------------------------------------------------- (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the plan. (2) In accordance with Rule 457 under the Securities Act of 1933, solely for the purpose of calculating the registration fee, the maximum offering price per unit is based on the average of the high and low prices of Registrant's common stock as reported on the Composite Tape for New York Stock Exchange Listed Stocks on July 6, 2000. 2 REGISTRATION OF ADDITIONAL SECURITIES The contents of the Form S-8 Registration Statement No. 333-62425 relating to the Venator Group 1998 Stock Option and Award Plan are incorporated by reference into this Registration Statement. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. The exhibits filed as part of this Registration Statement are listed in the Index of Exhibits that begins on Page 3. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York, on July 6, 2000. VENATOR GROUP, INC. By: /s/ Dale W. Hilpert -------------------------- Dale W. Hilpert Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 6, 2000. Signature Title --------- ----- /s/ Dale W. Hilpert Director, Chairman of the Board and --------------------------- Chief Executive Officer Dale W. Hilpert /s/ Matthew D. Serra Director, President and Chief --------------------------- Operating Officer Matthew D. Serra /s/ Bruce L. Hartman Senior Vice President and Chief --------------------------- Financial Officer Bruce L. Hartman /s/ Robert W. McHugh Vice President and Chief Accounting --------------------------- Officer Robert W. McHugh J. Carter Bacot* Director Purdy Crawford* Director Philip H. Geier, Jr.* Director Jarobin Gilbert, Jr.* Director Allan Z. Loren* Director James E. Preston* Director David Y. Schwartz* Director Christopher A. Sinclair* Director * Dale W. Hilpert, by signing his name hereto, is also signing as attorney-in-fact for the named directors. 2 3 VENATOR GROUP, INC. INDEX OF EXHIBITS EXHIBIT NUMBER DESCRIPTION ------ ----------- 5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP is contained in its opinion filed as Exhibit 5 to this Registration Statement. 23.2 Consent of KPMG LLP. 24 Powers of Attorney granted to Dale W. Hilpert, Gary M. Bahler and Bruce L. Hartman. 3