0000950124-01-503330.txt : 20011009 0000950124-01-503330.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950124-01-503330 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010927 EFFECTIVENESS DATE: 20010927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAWLINGS SPORTING GOODS CO INC CENTRAL INDEX KEY: 0000921915 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 431674348 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-70368 FILM NUMBER: 1746793 BUSINESS ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 BUSINESS PHONE: 3143493500 MAIL ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 S-8 1 c65178s-8.txt FORM S-8 REGISTRATION STATEMENT 1 As filed with the Securities and Exchange Commission on September 27, 2001 Registration No. 333- ------- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------------------------- RAWLINGS SPORTING GOODS COMPANY, INC. ------------------------------------- (Exact name of registrant as specified in its charter) Delaware 43-1674348 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification Number) 1859 Intertech Drive, Fenton, Missouri 63026 -------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) RAWLINGS SPORTING GOODS COMPANY, INC. 1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN --------------------------------------- (Full title of the plan) Stephen M. O'Hara Chairman and Chief Executive Officer 1859 Intertech Drive, Fenton, Missouri 63026 -------------------------------------------- (Name and address of agent for service) (636) 349-3500 -------------- (Telephone number, including area code, of agent for service) Please send copies of all correspondence to: Stinson, Mag & Fizzell, P.C. 1201 Walnut, Suite 2800 Kansas City, Missouri 64141 Attention: Craig L. Evans, Esq. (816) 842-8600 ================================================================================ 2 CALCULATION OF REGISTRATION FEE
Amount of Title of securities Amount to Proposed maximum Proposed maximum Registration to be registered be registered (1) offering price per share (2) aggregate offering price (2) fee (3) ---------------- ----------------- ---------------------------- ---------------------------- ------------ Common Stock 200,000 shares $3.06 $612,000 $153.00 $0.01 par value
(1) Represents the maximum number of additional shares of Common Stock available for issuance under the Rawlings Sporting Goods Company, Inc. 1994 Non-Employee Directors' Stock Plan. The Registrant previously filed with the Securities and Exchange Commission on September 14, 1994, a Registration Statement on Form S-8 (Reg. No. 33-83958) relating to securities offered under the 1994 Non-Employee Directors' Stock Plan. Includes, for each share of Common Stock, one attached share purchase right, pursuant to the Registrant's Rights Agreement, dated as of July 1, 1994, as amended. (2) Pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933, the proposed maximum offering price and registration fee are based on the bid and asked prices per share of the Registrant's Common Stock as reported on the Nasdaq National Market System on September 21, 2001. (3) The registration fee has been calculated pursuant to Section 6(b) of the Securities Act of 1933 as follows: 0.025% of $612,000, the Proposed Maximum Aggregate Offering Price of the shares of stock registered hereby. 2 3 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information specified by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933 and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this registration statement as required by Rule 428(b). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated herein by reference: (a) The Registrant's latest annual report on Form 10-K filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) All other reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; and (c) The description of the Registrant's common stock which is contained in the registration statement filed by the Registrant under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein and filed prior to the filing hereof shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein modifies or supersedes such statement, and any statement contained herein or in any other document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any other subsequently filed document that also is incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. 3 4 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") empowers a Delaware corporation to indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of the corporation under the same conditions, except that no indemnification shall be made if such person is adjudged to be liable to the corporation. Where a director or officer of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in this Item 6 or in defense of any claim, issue or matter herein, the corporation must indemnify such person against the expenses (including attorney's fees) which he or she actually and reasonably incurred in connection therewith. Our By-Laws require us to indemnify each of our directors and officers to the fullest extent permitted by law, subject to certain exceptions, in connection with any actual or threatened action or proceeding arising out of his or her service to us or to other organizations at our request. As permitted by Section 102(b)(7) of the DGCL, our Certificate of Incorporation also contains a provision eliminating the personal liability of a director to Rawlings Sporting Goods Company, Inc., or our shareholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS The following exhibits are filed as part of this registration statement or incorporated by reference herein. Exhibit Number Description ------ ----------- 4.1 Rawlings Sporting Goods Company, Inc. 1994 Non-Employee Directors' Stock Plan, as amended. 4.2 Rights Agreement, dated as of July 1, 1994, between the Registrant and Boatmen's Trust Company as Rights Agent, included as Exhibit 4.1 to the Registrant's Form 10-Q for the quarter ended June 30, 1994, is hereby incorporated by reference. 4.3 Amendment of Rights Agreement, dated November 21,1997, between the Registrant, Boatmen's Trust Company and ChaseMellon Shareholder Services, L.L.C, included as 4 5 Exhibit 4.2 to the Registrant's Form 8-K dated November 21, 1997 is hereby incorporated herein by reference. 4.4 Second Amendment to Rights Agreement, dated as of April 19, 1999, by and between the Registrant and ChaseMellon Shareholder Services, L.L.C. as Rights Agent, included as Exhibit 4.1 to the Registrant's Form 8-K dated April 30, 1999, is hereby incorporated by reference. 4.5 Third Amendment to Rights Agreement, dated April 23, 1999, between the Registrant and ChaseMellon Shareholder Services, L.L.C. as Rights Agent, included as Exhibit 4.2 to the Registrant's Form 8-K dated April 30, 1999, is hereby incorporated by reference. 5.1 Opinion of Stinson, Mag & Fizzell, a professional corporation. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Stinson, Mag & Fizzell, a professional corporation (included in Exhibit 5.1). 24 Power of Attorney (included on the signature page of this registration statement). 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; (ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to 5 6 the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (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, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (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) that is incorporated by reference in this 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 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. 6 7 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 Fenton, State of Missouri, on August 30, 2001. RAWLINGS SPORTING GOODS COMPANY, INC. By: /s/ Stephen M. O'Hara ------------------------------------ Stephen M. O'Hara Chairman and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Rawlings Sporting Goods Company, Inc., hereby severally and individually constitute and appoint Stephen M. O'Hara and William F. Lacey and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Registration Statement on Form S-8 and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the other and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents and each of them to any and all such amendments and instruments. 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 dates indicated.
Name Title Date ---- ----- ---- /s/ Stephen M. O'Hara Chairman, Chief Executive Officer August 30, 2001 ---------------------------------- and Director (Principal Executive Stephen M. O'Hara Officer) /s/ William F. Lacey Chief Financial Officer (Principal August 30, 2001 ---------------------------------- Financial and Accounting Officer) William F. Lacey /s/ Andrew N. Baur Director August 30, 2001 ---------------------------------- Andrew N. Baur /s/ Linda L. Griggs Director August 30, 2001 ---------------------------------- Linda L. Griggs
7 8 /s/ W. James Host Director August 30, 2001 ---------------------------------- W. James Host /s/ Michael McDonnell Director August 30, 2001 ---------------------------------- Michael McDonnell /s/ Robert S. Prather, Jr. Director August 30, 2001 ---------------------------------- Robert S. Prather, Jr. /s/ William C. Robinson Director August 30, 2001 ---------------------------------- William C. Robinson
8 9 FORM S-8 RAWLINGS SPORTING GOODS COMPANY, INC. EXHIBIT INDEX Exhibit Number Description Page ------ ----------- ---- 4.1 Rawlings Sporting Goods Company, Inc. 1994 Non-Employee Directors' Stock Plan, as amended. 4.2 Rights Agreement, dated as of July 1, 1994, between the Registrant and Boatmen's Trust Company as Rights Agent, included as Exhibit 4.1 to the Registrant's Form 10-Q for the quarter ended June 30, 1994, is hereby incorporated by reference. 4.3 Amendment of Rights Agreement, dated November 21,1997, between the Registrant, Boatmen's Trust Company and ChaseMellon Shareholder Services, L.L.C, included as Exhibit 4.2 to the Registrant's Form 8-K dated November 21, 1997 is hereby incorporated herein by reference. 4.4 Second Amendment to Rights Agreement, dated as of April 19, 1999, by and between the Registrant and ChaseMellon Shareholder Services, L.L.C. as Rights Agent, included as Exhibit 4.1 to the Registrant's Form 8-K dated April 30, 1999, is hereby incorporated by reference. 4.5 Third Amendment to Rights Agreement, dated April 23, 1999, between the Registrant and ChaseMellon Shareholder Services, L.L.C. as Rights Agent, included as Exhibit 4.2 to the Registrant's Form 8-K dated April 30, 1999, is hereby incorporated by reference. 5.1 Opinion of Stinson, Mag & Fizzell, a professional corporation. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Stinson, Mag & Fizzell, a professional corporation (included in Exhibit 5.1). 24 Power of Attorney (included on the signature page of this registration statement). 9 EX-4.1 3 c65178ex4-1.txt 1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN 1 EXHIBIT 4.1 RAWLINGS SPORTING GOODS COMPANY, INC. 1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN 1. Purpose. The purpose of this 1994 Non-Employee Directors' Stock Plan (the "Plan") of Rawlings Sporting Goods Company, Inc. (the "Company") is to promote ownership by non-employee directors of a greater proprietary interest in the Company, thereby aligning such directors' interests more closely with the interests of stockholders of the Company, and assist the Company in attracting and retaining highly qualified persons to serve as non-employee directors. 2. Definitions. In addition to terms defined elsewhere in the Plan, the following are defined terms under the Plan: (a) "Code" means the Internal Revenue Code of 1986, as amended. References to any provision of the Code include regulations thereunder and successor provisions and regulations. (b) "Deferred Stock" means the credits to a Participant's deferral account under Section 7 each of which represents the right to receive one share of Stock upon settlement of the deferral account. Deferral accounts, and Deferred Stock credited thereto, are maintained solely as bookkeeping entries by the Company evidencing unfunded, generally non-transferable obligations of the Company. (c) "Exchange Act" means the Securities Exchange Act of 1934, as amended. References to any provision of the Exchange Act include rules thereunder and successor provisions and rules. (d) "Fair Market Value" of Stock means the closing price of the Stock on the nearest day preceding the date on which such value is to be determined on which there was a trade, as reported for such day in the table entitled "NASDAQ National Market Issues" contained in The Wall Street Journal or an equivalent successor table. (e) "Option" means the right, granted to a Participant under Section 6, to purchase Stock at the specified exercise price for a specified period of time under the Plan. (f) "Participant" means a director who is eligible to receive, and is granted Options or Stock, or who defers fees in the form of Deferred Stock, under the Plan. (g) "Stock" means the Common Stock, $.01 par value, of the Company and such other securities as may be substituted for Stock or such other securities pursuant to Section 8. 2 3. Shares Available Under the Plan. The total number of shares of Stock reserved and available for delivery under the Plan is 250,000, subject to adjustment as provided in Section 8 below. Such shares may be authorized but unissued shares or treasury shares. If any Option expires or terminates for any reason without having been exercised in full, the shares subject to the unexercised portion of such Option will again be available for delivery under the Plan. 4. Administration of the Plan. The Plan will be administered by the Board of Directors of the Company, provided that any action by the Board of Directors relating to the Plan will be taken only if, in addition to any other required vote, approved by the affirmative vote of a majority of the directors who are not then eligible to participate under the Plan. 5. Eligibility. Each director of the Company who, on any date on which an Option is to be granted under Section 6 or on which fees are to be deferred under Section 7, is not, and has not been during the preceding three months, an employee of the Company or any parent or subsidiary of the Company will be eligible to receive Options or defer fees under the Plan at such date. No person other than those specified in this Section 5 will participate in the Plan. 6. Stock Options. An Option to purchase 2,500 shares of Stock will be granted to each director of the Company who is then eligible to receive an Option grant effective at the time the Company and underwriters first execute an agreement for the initial public offering of shares of Common Stock of the Company and determine the price of such shares to the public thereunder (such transaction being the "IPO" and such price per share being the "IPO price") and, beginning in 1995, at the close of business of each annual meeting of stockholders at which directors (or a class of directors if the Company then has a classified Board of Directors) are elected or reelected by the Company's stockholders, an Option to purchase 1,000 shares of Stock. Options granted upon the commencement of the IPO shall be cancelled if such IPO is not consummated. In addition, an Option to purchase 2,500 shares of Stock will be granted to each person who is, after commencement of the IPO, first elected or appointed to serve as a director of the Company, such grant to be effective at the date of such first election or appointment, if such director is then eligible to receive an Option grant. The foregoing notwithstanding, no director may be granted more than one award of Options in a given calendar year. Options granted under the Plan will be non-qualified stock options which will be subject to the following terms and conditions: (a) Exercise Price. The exercise price per share of Stock purchasable under an Option will be equal to 100% of the Fair Market Value of Stock on the date of grant of the Option; provided, however, that the exercise price per share of Stock purchasable under Options granted upon commencement of the IPO shall be the IPO price. (b) Option Term. Each Option will expire at the earlier of (i) ten years after the date of grant, (ii) 36 months after the Participant ceases to serve as a director of the Company due to death, disability, or retirement at or after age 65, or (iii) 12 months after the Participant ceases to serve as a director of the Company for any reason other than death, disability, or retirement at or after age 65. 2 3 (c) Exercisability. Each Option will become exercisable as to 25% of the Option Shares in cumulative installments on the first, second, third and fourth anniversaries of the date of grant, and will thereafter remain exercisable until the Option expires; provided, however, that an Option previously granted to a Participant (i) will be fully exercisable after the Participant ceases to serve as a director of the Company due to death, disability, or retirement at or after age 65, and (ii) will be exercisable after the Participant ceases to serve as a director of the Company for any reason other than death, disability, or retirement at or after age 65 only to the extent that the Option was exercisable at the date of such cessation of service. (d) Method of Exercise. Each Option may be exercised, in whole or in part, at such time as it is exercisable and prior to its expiration by giving written notice of exercise to the Company specifying the Option to be exercised and the number of shares to be purchased, and accompanied by payment in full of the exercise price in cash (including by check) or by surrender of shares of Stock of the Company acquired' by the Participant at least six months prior to the exercise date and having a Fair Market Value at the time of exercise equal to the exercise price, or a combination of a cash payment and surrender of such Stock. 7. Deferral of Fees in Deferred Stock. Each director of the Company may elect to defer fees received in his or her capacity as a director (including annual retainer fees and fees for service on committees or as chairman thereof) under the terms and conditions set forth in this Section 7, provided that such director is eligible under Section 5 hereof to defer fees at the date any such fee is otherwise payable. (a) Deferral Elections. Each director who elects to defer fees for any calendar year must file an irrevocable written deferral election with the Vice President -- Human Resources of the Company or other designated employee of the Company no later than the August 28 of the preceding year, provided, however, that, with respect to the 1994, directors may file such election at any time prior to the effective date of the Plan, and any newly elected or appointed director may file such election not later than 30 days after the date of such election or appointment. Any election of the director shall be deemed to be continuing and therefore applicable to subsequent Plan years unless the director revokes or changes such election by filing a new election form. The election to defer must specify the following: (i) A percentage, not to exceed 100%, of the Participant's fees for the year to be deferred under the Plan; (ii) Whether dividend equivalents on amounts credited to the Participant's deferral account will be paid directly to the Participant or credited to his or her deferral account and deemed to be reinvested in Deferred Stock; and (iii) The period during which payment will be deferred. In the event directors' fees are increased during any year, a Participant's deferral elections in effect for such year will apply to the amount of such increase. 3 4 (b) Crediting of Amounts to Deferral Account. The Company will establish a deferral account for each Participant who elects to defer fees under this Section 7 and will credit such deferral account with an amount, expressed as Deferred Stock, equal to the number of shares of Stock having an aggregate Fair Market Value at the date the deferred fees would have otherwise been payable equal to the amount of such fees deferred. The amount of Deferred Stock so credited shall include fractional shares carried to three decimal places. The foregoing notwithstanding, if any deferral occurs less than six months after the Participant filed the irrevocable election with respect to such deferral, the amount deferred shall be credited to the Participant's deferral account as cash, accruing deemed interest thereon at the Applicable Federal Rate promulgated under Section 1274(d) of the Code for short-term loans with semiannual compounding, until the date six months plus one day after the date of the irrevocable election, at which time the deferral account will be credited with an amount, expressed as Deferred Stock, equal to the number of shares of Stock having an aggregate Fair Market Value at that date equal to the cash amount plus interest then credited to the deferral account (and such cash credits will be eliminated). (c) Payment or Crediting of Dividend Equivalents. Whenever dividends are paid or distributions made with respect to Stock, a Participant shall be entitled to be paid an amount equal in value to the amount of the dividend paid or property distributed on a single share of Stock multiplied by the number of shares of Deferred Stock (including fractions) credited to his or her deferral account as of the record date for such dividend or distribution. Such dividend equivalents shall, in accordance with the Participant's election under Section 7(a), either be paid directly to the Participant or credited to the Participant 's deferral account as an amount, in shares of Deferred Stock, equal to the number of shares of Stock having an aggregate Fair Market Value at the payment date of the dividend or distribution equal to value of such dividend equivalents. (d) Vesting. The interest of each Participant in any benefit payable with respect to a deferral account hereunder shall be at all times fully vested and non-forfeitable. (e) Designation of Beneficiary. Each Participant may designate one or more beneficiaries to receive the amounts distributable from the Participant's deferral account under the Plan in the event of such Participant's death, on forms provided by the Vice President -- Human Resources or other designated employee of the Company. The Company may rely upon the beneficiary designation last filed in accordance with the terms of the Plan. (f) Settlement of Deferral Account. The Company will settle the Participant's deferral account by delivering to the Participant (or his or her beneficiary) the number of shares of Stock equal to the number of whole shares of Deferred Stock then credited to the deferral account (or a specified portion in the event of any partial settlement), with cash to be paid in lieu of any fractional share retaining at a time that less than one whole share of Deferred Stock is credited to such deferral account. 8. Adjustment Provisions. In the event any recapitalization, reorganization, merger, consolidation, spin-off, combination, repurchase, exchange of shares or other securities of the Company, stock split or reverse split, extraordinary dividend having a value in excess of 150% 4 5 of the quarterly dividends paid during the preceding l2-month period, liquidation, dissolution, or other similar corporate transaction or event affects Stock such that an adjustment is determined by the Board of Directors to be appropriate in order prevent dilution or enlargement of Participants' rights under the Plan, then the Board of Directors will, in a manner that is proportionate to the change to the Stock and is otherwise equitable, adjust (i) any or all of the number or kind of shares of Stock reserved for issuance under the Plan, (ii) the number or kind of shares of Stock to be subject to each automatic grant of Options under Section 6, (iii) the number and kind of shares of Stock issuable upon exercise of outstanding Options, and/or the exercise price per share thereof (provided that no fractional shares will be issued upon exercise of any Option), and (iv) the number of kind of shares of Stock to be delivered upon settlement of deferral accounts under Section 7. The foregoing notwithstanding, no adjustment may be made hereunder except as shall be necessary to maintain the proportionate interest of a Participant under the Plan and to preserve, without exceeding, the value of outstanding Options and Deferred Stock and potential grants of Options and Stock. If at any date an insufficient number of shares are available for the automatic grant of Options or the deferral of fees at that date, Options will first be automatically granted under Section 6 proportionately to Participants, to the extent shares are available, and then, if any shares remain, fees will be deferred in the form of Deferred Stock proportionately among Participants under Section 7, to the extent shares are available. 9. Changes to the Plan. The Board of Directors may amend, alter, suspend, discontinue, or terminate the Plan or authority to grant Options or defer fees in the form of Deferred Stock under the Plan without the consent of stockholders or Participants, except that any such action will be subject to the approval of the Company's stockholders at the next annual meeting of stockholders having a record date after the date such action was taken if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, or if the Board of Directors determines in its discretion to seek such stockholder approval; provided, however, that, without the consent of an affected Participant, no such action may impair the rights of such Participant with respect to any previously granted Option or any previous deferral under the Plan; and provided further, that any Plan provision that specifies the directors who may receive grants of Options, the amount and price of securities to be granted to such directors, and the timing of grants to such directors, or is otherwise a "plan provision" referred to in Rule 16b-3(c)(2)(ii)(B) under the Exchange Act, shall not be amended more than once every six months, other than to comport with changes in the Code or the rules thereunder. 10. General Provisions. (a) Consideration for Grants; Agreements. Options will be granted under the Plan in consideration of the services of Participants and, except for the payment of the exercise price in the case of an Option, no other consideration shall be required therefor. Grants of Options will be evidenced by agreements executed by the Company and the Participant containing the terms and conditions set forth in the Plan together with such other terms and conditions not inconsistent with the Plan as the Board of Directors may from time to time approve. 5 6 (b) Compliance with Laws and Obligations. The Company will not be obligated to issue or deliver Stock in connection with any Option or settlement of any deferral account in a transaction subject to the registration requirements of the Securities Act of 1933, as amended, or any state securities law, any requirement under any listing agreement between the Company and any national securities exchange or automated quotation system, or subject to any other law, regulation, or contractual obligation, until the Company is satisfied that such laws, regulations, and other obligations of the Company have been complied with in full. Certificates representing shares of Stock delivered under the Plan will be subject to such stop-transfer orders and other restrictions as may be applicable under such laws, regulations, and other obligations of the Company, including any requirement that a legend or legends be placed thereon. (c) Non-transferability. Options, Deferred Stock, and any other right under the Plan that may constitute a "derivative security" as generally defined in Rule 16a-1(c) under the Exchange Act will not be transferable by a Participant except by will or the laws of descent and distribution (or to a designated beneficiary in the event of a Participant's death), and will be exercisable during the lifetime of a Participant only by such Participant or his or her guardian or legal representative. (d) Compliance with Rule 16b-3. It is the intent of the Company that this Plan comply in all respects with applicable provisions of Rule 16b-3 under the Exchange Act in connection with any grant of Options to or deferral of fees in the form of Deferred Stock by a Participant. Accordingly, if any provision of this Plan or any agreement hereunder does not comply with the requirements of Rule 16b-3 as then applicable to any such Participant, or would cause any Participant to no longer be deemed a "disinterested person" within the meaning of Rule 16b-3, such provision will be construed or deemed amended to the extent necessary to conform to such requirements with respect to such Participant. In addition, the Board of Directors shall have no authority to make any amendment, alteration, suspension, discontinuation, or termination of the Plan or any agreement hereunder, to make any adjustment under Section 8, or take other action if and to the extent such authority would cause a Participant's transactions under the Plan not to be exempt, or would cause a Participant no longer to be deemed a "disinterested person," under Rule 16b-3 under the Exchange Act. (e) Continued Service as an Employee. If a Participant ceases serving as a director and, immediately thereafter, he is employed by the Company or any subsidiary, then, solely for purposes of Sections 6(b) and (c) of the Plan, such Participant will not be deemed to have ceased service as a director at that time, and his or her continued employment by the Company or any subsidiary will be deemed to be continued service as a director; provided, however, that such former director will not be eligible for additional grants of Options or deferrals under the Plan. (f) No Right to Continue as a Director. Nothing contained in the Plan or any agreement hereunder will confer upon any Participant any right to continue to serve as a director of the Company. (g) No Stockholder Rights Conferred. Nothing contained in the Plan or any agreement hereunder will confer upon any Participant any rights of a stockholder of the 6 7 Company unless and until shares of Stock are in fact issued to such Participant upon the valid exercise of an Option or delivered upon settlement of deferral accounts under Section 7. (h) Governing Law. The validity, construction, and effect of the Plan and any agreement hereunder will be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable federal law. 11. Effective Date and Duration of Plan. The Plan will be effective at such time, after the stockholder of the Company has approved it, that the Company has first registered a class of equity securities under Section 12 of the Exchange Act. Unless earlier terminated by action of the Board of Directors, the Plan will remain in effect until such time as no Stock remains available for issuance under the Plan and the Company has no further rights or obligations under the Plan with respect to outstanding Options or Deferred Stock under the Plan. Adopted by the Board of Directors: June 15, 1994 Amended by the Board of Directors: October 13, 1994 Amended by Shareholders: May 15, 2001 7 EX-5.1 4 c65178ex5-1.txt OPINION OF STINSON, MAG & FIZZELL, PC 1 EXHIBIT 5.1 [SMF Letterhead] September 26, 2001 Board of Directors Rawlings Sporting Goods Company, Inc. 1859 Intertech Drive Fenton, Missouri 63026 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have served as counsel to Rawlings Sporting Goods Company, Inc. (the "Company") in connection with the various legal matters relating to the filing of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, relating to 200,000 shares of common stock of the Company, par value $0.01 per share (the "Shares"), that may be offered and sold through the Rawlings Sporting Goods Company, Inc. 1994 Non-Employee Directors' Stock Plan (the "Plan"). We have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company's Certificate of Incorporation, as amended, and Bylaws, as amended, certain resolutions adopted by the Board of Directors of the Company relating to the Plan and certificates received from state officials and from officers of the Company. In delivering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies, and the correctness of all statements submitted to us by officers of the Company. Based upon the foregoing, we are of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 2. All originally issued Shares, issued under the Plan, if any, if issued in accordance with the Plan, will be validly issued and outstanding and will be fully paid and nonassessable. 2 Board of Directors September 26, 2001 Page 2 We consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offer and sale of the Shares pursuant to the Plan. Very truly yours, /s/ Stinson, Mag & Fizzell, P.C. -------------------------------- STINSON, MAG & FIZZELL, P.C. 2 EX-23.1 5 c65178ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 registration statement of our report dated November 15, 2000 included in the Rawlings Sporting Goods Company, Inc. Form 10-K for the year ended August 31, 2000 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen St. Louis, Missouri September 25, 2001