-----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, OtCIKAKkkohG9ezwvVxLJ9TJ9nO1oRs3CvRnrF6uXTTv3fW/tIrDfxWwzD+naFY4 869CQq/2ZY/QDdM/6n4fzw== 0000887124-97-000013.txt : 19970822 0000887124-97-000013.hdr.sgml : 19970822 ACCESSION NUMBER: 0000887124-97-000013 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970821 EFFECTIVENESS DATE: 19970821 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NINE WEST GROUP INC /DE CENTRAL INDEX KEY: 0000887124 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 061093855 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-34033 FILM NUMBER: 97667193 BUSINESS ADDRESS: STREET 1: 9 W BROAD ST CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 3145798812 MAIL ADDRESS: STREET 1: 11933 WESTLINE INDUSTRIAL DRIVE STREET 2: 11933 WESTLINE INDUSTRIAL DRIVE CITY: ST LOUIS STATE: MO ZIP: 63146 S-8 1 As filed with the Securities and Exchange Commission on August 20, 1997 Registration No. 333- ============================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________ NINE WEST GROUP INC. (Exact name of registrant as specified in its charter) Delaware 06-1093855 (State or other jurisdiction of (I.R.S Employer Identification No.) incorporation or organization) 9 West Broad Street, Stamford, Connecticut 06902 (Address of principal executive offices) (Zip Code) _____________________________ NINE WEST GROUP INC. FIRST AMENDED AND RESTATED 1994 LONG-TERM PERFORMANCE PLAN (Full title of the Plan) _____________________________ JOEL K. BEDOL, ESQ. Senior Vice President and General Counsel Nine West Group Inc. 9 West Broad Street Stamford, Connecticut 06902 (Name and address of agent for service) Telephone number, including area code, of agent for service: (203) 328-4386 _____________________________ CALCULATION OF REGISTRATION FEE ============================================================================== Title of Amount Proposed Maximum Proposed Maximum Amount of Securities to to be Offering Price Aggregate Registration be Registered Registered Per Share (1) Offering Price(1) Fee - ------------- ------------ ---------------- ----------------- -------------- Common Stock, 3,500,000 $.01 par value shares (2) $39.96875 $139,890,625 $42,391.10
=============================================================================== (1) Estimated solely for purposes of computing the registration fee pursuant to the provisions of Rule 457(h), based upon the average of the high and low prices per share as reported on the New York Stock Exchange on August 14, 1997. Page 1 of 8 Pages Exhibit Index appears on Page 5 EXPLANATORY NOTE The purpose of this Registration Statement on Form S-8 is to register an additional 3,500,000 shares of Common Stock, $.01 par value (the "Common Stock") of Nine West Group Inc. (the "Company") to be issued under the Nine West Group Inc. First Amended and Restated 1994 Long-Term Performance Plan (the "Plan"). The contents of the Company's Registration Statement on Form S-8, as filed with the Securities and Exchange Commission (the "Commission") on March 11, 1996 (Commission File No. 333-2262), which became effective on such date, relating to the registration of shares of Common Stock authorized for issuance under the Plan, are incorporated by reference herein in accordance with General Instruction E to Form S-8. Item 8. Exhibits. See Exhibit Index. [Signature Page follows] -2- SIGNATURES The Registrant. 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 the City of Stamford, State of Connecticut, on August 19, 1997. NINE WEST GROUP INC. By: /s/Robert C. Galvin -------------------- Robert C. Galvin Executive Vice President, Chief Financial Officer and Treasurer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert C. Galvin, Jeffrey K. Howald and Joel K. Bedol and each of them, his true and lawful attorneys-in-fact and agents, 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 to the within registration statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and grants 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 and about the premises, as fully to all intents and purposes as he might and could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their 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 by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ Jerome Fisher Chairman of the Board and August 19, 1997 - -------------------------- Director (Principal Executive Jerome Fisher Officer) /s/ Vincent Camuto Chief Executive Officer and August 19, 1997 - -------------------------- Director (Principal Executive Vincent Camuto Officer) /s/ Robert C. Galvin Executive Vice President, August 19, 1997 - -------------------------- Chief Financial Officer and Robert C. Galvin Treasurer (Principal Financial Officer and Principal Accounting Officer) -3- Signature Title Date - --------- ----- ---- /s/ C. Gerald Goldsmith Director August 19, 1997 - -------------------------- C. Gerald Goldsmith /s/ Salvatore M. Salibello Director August 19, 1997 - -------------------------- Salvatore M. Salibello /s/ Henry W. Pascarella Director August 19, 1997 - -------------------------- Henry W. Pascarella -4- EXHIBIT INDEX ------------- Exhibit No. Description Page - ----------- ----------- ---- 4.1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (File No. 33-47556)) 4.2 Second Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K dated May 23, 1995) 4.3 Nine West Group Inc. First Amended and Restated 1994 Long-Term Performance Plan (incorporated by reference to Appendix A to the Registrant's Proxy Statement dated April 17, 1996 (File No. 1-11161)) 4.4 Specimen stock certificate for shares of Common Stock, $.01 par value, of the Registrant (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K dated April 30, 1997) 5 Opinion of counsel 6 23.1 Consent of Deloitte & Touche LLP 7 23.2 Consent of Arthur Andersen LLP 8 23.3 Consent of counsel (included in Exhibit 5 hereof) 24 Power of Attorney (included on signature page hereof) -5- EX-5 2 August 20, 1997 Nine West Group Inc. 9 West Broad Street Stamford, Connecticut 06902 Re: Registration Statement on Form S-8 Ladies and Gentlemen: I am Associate General Counsel of Nine West Group Inc., a Delaware corporation (the "Company"), and am rendering this opinion in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to the proposed issuance by the Company of up to 3,500,000 shares of the Company's common stock, par value $.01 per share (the "Shares") issuable pursuant to the Nine West Group Inc. First Amended and Restated 1994 Long-Term Incentive Plan (the "Plan"). I have examined an executed copy of the Registration Statement and all exhibits thereto. I have also examined the Plan and such corporate records of the Company, including the Company's Restated Certificate of Incorporation and Second Amended and Restated By-Laws, certain resolutions adopted by the Board of Directors of the Company relating to the issuance of the Shares, certificates received from state officials and statements I have received from officers and representatives of the Company. In making such examination and delivering this opinion, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to the originals of all documents submitted to me as certified, photostatic or conformed copies, the authenticity of the originals of all such latter documents, and the correctness of statements submitted to me by officers and representatives of the Company, and by public officials. Based upon, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that: 1. The Company is duly incorporated and is validly existing under the laws of the State of Delaware; and 2. The Shares to be issued by the Company pursuant to the Registration Statement have been duly authorized and, when issued by the Company and paid for in accordance with the Plan, will be duly and validly issued, fully paid and nonassessable. I am a member of the Bar of the State of Connecticut. I express no opinion herein concerning any law other than the General Corporation Law of the State of Delaware. Nine West Group Inc. August 20, 1997 Page 2 I hereby consent to the sole use of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. This opinion is not to be used, circulated, quoted, referred to or relied upon by any other person or for any other purpose without my prior written consent. Very truly yours, /s/Beth Barban Hedberg Beth Barban Hedberg Associate General Counsel EX-23 3 EXHIBIT 23.1 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Registration Statement of Nine West Group Inc. on Form S-8 of our report dated March 17, 1997, incorporated by reference in Registration Statement No. 333-2262 of Nine West Group Inc. on Form S-8 and appearing in the Annual Report on Form 10-K/A No. 1 of Nine West Group Inc. for the fifty-two week period ended February 1, 1997. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Stamford, Connecticut August 20, 1997 EX-23 4 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 11, 1995 appearing in the Current Report of Form 8-K dated May 23, 1995 filed by Nine West Group Inc. /s/ARTHUR ANDERSEN LLP Cincinnati, Ohio August 19, 1997 -----END PRIVACY-ENHANCED MESSAGE-----