S-8 POS

As filed with the Securities and Exchange Commission on August 10, 2004

Registration No. 333-62063

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THE FINISH LINE, INC.

 
(Exact name of registrant as specified in its charter)

Indiana (State or other jurisdiction of incorporation or organization)	35-1537210 (I.R.S. Employer Identification Number)
3308 N. Mitthoeffer Road Indianapolis, IN (Address of Principal Executive Offices)	46235 (Zip Code)

THE FINISH LINE, INC. 1992 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED

(Full title of the plans)

Mr. Alan H. Cohen
President and Chief Executive Officer
The Finish Line, Inc.
3308 N. Mitthoeffer Road
Indianapolis, Indiana 46235
(Name and address of agent for service)

(317) 899-1022
(Telephone number, including area code, of agent for service)

TABLE OF CONTENTS

Opinion of Gibson, Dunn & Crutcher LLP

EXPLANATORY NOTE

     On June 29, 2004, The Finish Line, Inc., a Delaware corporation (the “Delaware Company”) merged (the “Merger”) with and into The Finish Line Indiana Corp., an Indiana Corporation (the “Company”) and a wholly-owned subsidiary of the Delaware Company, with the Company surviving the Merger. The Reincorporation Merger was effected pursuant to that certain Plan and Agreement of Merger dated July 27, 2004 (the “Merger Agreement”), which was approved by the stockholders of the Delaware Company at its 2004 Annual Meeting of Stockholders held on July 22, 2004. Pursuant to the Merger Agreement, at the effective time of the Reincorporation Merger, the Company restated its Articles of Incorporation and changed its name to “The Finish Line, Inc.”, the issued and outstanding shares of Class A and Class B Common Stock, of the Delaware Company automatically converted into Class A and Class B Common Shares of the Company on a one-for-one basis, and the Company succeeded to all the assets, liabilities and business of the Delaware Company.

     This Post-Effective Amendment to that certain Registration Statements on Form S-8 filed with the Securities and Exchange Commission on August 21, 1998 (the “Registration Statement”) by the Delaware Company is being filed by the Company, which is the successor to the Delaware Company following the Reincorporation Merger. Because there are no additional shares being registered, and the registration fee was paid upon the filing of the Registration Statement, no further registration fee is required.

     Pursuant to Rule 414(d) promulgated under the Securities Act of 1933, as amended (the “Act”), the Company hereby adopts the Registration Statements as its own registration statements for all purposes of the Act and the Securities Exchange Act of 1934, as amended (“Exchange Act”). Moreover, the Company hereby amends and restates the items of the Registration Statement as set forth herein for the purpose of reflecting material changes resulting from the Merger.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit Number	Description of Exhibit
2.1	Plan and Agreement of Merger between The Finish Line, Inc., a Delaware corporation, and The Finish Line Indiana Corp., an Indiana corporation.1
3.1	Restated Articles of Incorporation of The Finish Line, Inc.2
3.2	Bylaws of The Finish Line, Inc.3
5.1	Opinion of Gibson, Dunn & Crutcher LLP
23.1	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)

1	Incorporated by reference to Appendix 1 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 21, 2004.
2	Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K for filed with the Securities and Exchange Commission on August 10, 2004.
3	Incorporated by reference to Annex 2 to Appendix 1 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 21, 2004.

2

SIGNATURES AND POWERS OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on August 10, 2004.

THE FINISH LINE, INC.
By:	/s/ Kevin S. Wampler
	Its: Chief Financial Officer

S-1

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title
* Alan H. Cohen	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
* David I. Klapper	Senior Executive Vice President and Director
* Larry J. Sablosky	Senior Executive Vice President and Director
/s/ Kevin S. Wampler Kevin S. Wampler	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
William Carmichael	Director
* Jeffery H. Smulyan	Director
Stephen Goldsmith	Director
Bill Kirkendall	Director

* By:	/s/ Steven J. Schneider
	Attorney-in-Fact

EXHIBIT INDEX

Exhibit
Number	Exhibit
5.1	Opinion of Gibson, Dunn & Crutcher, LLP
24.1	Powers of Attorney (contained on signature page hereto)

EX-5.1

Exhibit 5.1

OPINION OF GIBSON, DUNN & CRUTCHER LLP

August 6, 2004

Client No.

C 28291-00030

The Finish Line, Inc.
3308 Mitthoeffer Road
Indianapolis, Indiana 46235

Re: Post-Effective Amendments to The Finish Line, Inc. Registration Statements on Form S-8

Ladies and Gentlemen:

     We have acted as counsel to The Finish Line, Inc., an Indiana corporation (the “Company”), in connection with the preparation of Post-Effective Amendments (the “Amendments”) to those certain Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on August 27, 1992 (as amended by that certain Post-Effective Amendment No. 1 on May 23, 1996), September 30, 1994, August 11, 1995, August 21, 1998 and October 7, 2002 (Registration Nos. 33-51392, 33-84590, 33-95720, 333-62063 and 333-100427, respectively) to be filed with the SEC as a result of the reincorporation of the Company from Delaware to Indiana and with respect to (i) the 150,000 Class A Common Shares issuable pursuant to The Finish Line, Inc. Non-Employee Director Stock Option Plan, (ii) the 3,500,000 Class A Common Shares issuable pursuant to The Finish Line, Inc. 1992 Employee Stock Option Plan and (iii) the 1,250,000 Class A Common Shares issuable pursuant to the 2002 Stock Incentive Plan of the Finish Line, Inc. (such plans collectively, the “Plans”, and such Class A Common Shares collectively, the “Shares”).

     We have examined the originals or certified copies of such corporate records, certificates of officers of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed or photo static copies and the authenticity of the originals of such copies.

     Based on our examination noted above, subject to the assumptions stated herein and relying on the statements of fact contained in the documents we have examined, we are of the opinion: (i) the issuance by the Company of the Shares has been duly authorized, and (ii) when issued in accordance with the terms of the applicable Plan and the agreements entered into pursuant to the applicable Plan, the Shares will be duly and validly issued, fully paid and non-assessable Class A Common Shares.

     We are admitted to practice in the State of California, and are not admitted to practice in the State of Indiana. However, for the limited purposes of our opinion set forth above, we are generally familiar with the Indiana Business Corporation Law (the “IBCL”) as presently in effect and have made such inquiries as we consider necessary to render this opinion with respect to an Indiana corporation. This opinion letter is limited to the laws of the State of California and, to the limited extent set forth above, the IBCL, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdictions be changed after the date hereof by legislative action, judicial decision or otherwise.

     We hereby consent to the filing of this opinion as an exhibit to each of the Amendments. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations of the SEC.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

GIBSON, DUNN & CRUTCHER LLP

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