FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
|
Indiana
(State
or other jurisdiction of
incorporation
or organization)
|
35-1537210
(I.R.S.
Employer
Identification
Number)
|
3308
N. Mitthoeffer Road
Indianapolis,
Indiana
(Address
of Principal Executive Offices)
|
46235
(Zip
Code)
|
Title
of securities to be registered
|
Amount
to be
registered
(1)
|
Proposed
maximum
offering
price
per
share (2)
|
Proposed
maximum
aggregate
offering
price (2)
|
Amount
of
registration
fee (3)
|
Class
A Common Shares
|
4,000,000
|
$18.09
|
$72,360,000
|
$8,516.77
|
(1)
|
In
addition to the number of shares set forth above, pursuant to
Rule 416, an
additional indeterminate number of shares may become subject
to the 2002
Stock Incentive Plan of The Finish Line, Inc. (As Amended and
Restated
July 21, 2005) by reason of certain events specified in the 2002
Stock
Incentive Plan of The Finish Line, Inc. (As Amended and Restated
July 21,
2005).
|
(2)
|
Estimated
solely for the purpose of calculating the registration
fee.
|
(3)
|
Calculated
pursuant to Rule 457(h) on the basis of the average of the high
and low
prices of the Class A Common Shares of The Finish Line, Inc.,
as reported
on the Nasdaq National Market on July 22,
2005.
|
· |
written
affirmation of the Indemnitee’s good faith belief that the Indemnitee has
met the standard of conduct; and
|
· |
an
unconditional written statement undertaking to repay the amount
to the
Company if it shall ultimately be determined that he or she is
not
entitled to be indemnified by the
Company.
|
EXHIBIT
NUMBER
|
EXHIBIT
|
|
4.1
|
2002
Stock Incentive Plan of The Finish Line, Inc. (As Amended and Restated
July 21, 2005) (incorporated by reference to Appendix A to the
Company’s
Definitive Proxy Statement on Schedule 14A filed on June 17,
2005).
|
|
4.2
|
Restated
Articles of Incorporation of the Company (incorporated by reference
to
Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August
10, 2004).
|
|
4.3
|
Bylaws
of the Company (incorporated by reference to Annex 2 to Appendix
1 to the
Company’s Definitive Proxy Statement on Schedule 14A filed on June 21,
2004).
|
|
5.1
|
Opinion
of Barnes &
Thornburg LLP
|
|
23.1
|
Consent
of Barnes &
Thornburg LLP (included in Exhibit 5.1)
|
|
23.2
|
Consent
of Independent Registered Public Accounting Firm
|
|
24.1
|
Powers
of Attorney (contained on signature page
hereto)
|
|
THE
FINISH LINE, INC.
|
|
|
By:
|
/s/
Alan
H. Cohen
|
|
|
Alan
H. Cohen
|
|
|
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 and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Alan H. Cohen |
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
|
July 26, 2005 |
Alan H. Cohen |
|
|
|
|
|
|
|
|
|
/s/ David I. Klapper |
|
Senior Executive Vice President and Director |
|
July 26, 2005 |
David I. Klapper |
|
|
|
|
|
|
|
|
|
/s/ Larry J. Sablosky |
|
Senior Executive Vice President and Director |
|
July 26, 2005 |
Larry J. Sablosky |
|
|
|
|
|
|
|
|
|
/s/ Kevin S. Wampler |
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
July 26, 2005 |
Kevin S. Wampler |
|
|
|
|
|
|
|
|
|
/s/ William P. Carmichael |
|
Director |
|
July 26, 2005 |
William P. Carmichael |
|
|
|
|
|
|
|
|
|
/s/ Jeffery H. Smulyan |
|
Director |
|
July 26, 2005 |
Jeffery H. Smulyan |
|
|
|
|
|
|
|
|
|
/s/ Stephen Goldsmith |
|
Director |
|
July 26, 2005 |
Stephen Goldsmith |
|
|
|
|
|
|
|
|
|
/s/ Bill Kirkendall |
|
Director |
|
July 26, 2005 |
Bill Kirkendall |
|
|
|
|
EXHIBIT
NUMBER
|
EXHIBIT
|
|
4.1
|
2002
Stock Incentive Plan of The Finish Line, Inc. (As Amended and Restated
July 21, 2005) (incorporated by reference to Appendix A to the
Company’s
Definitive Proxy Statement on Schedule 14A filed on June 17,
2005).
|
|
4.2
|
Restated
Articles of Incorporation of the Company (incorporated by reference
to
Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August
10, 2004).
|
|
4.3
|
Bylaws
of the Company (incorporated by reference to Annex 2 to Appendix
1 to the
Company’s Definitive Proxy Statement on Schedule 14A filed on June 21,
2004).
|
|
5.1
|
Opinion
of Barnes &
Thornburg LLP
|
|
23.1
|
Consent
of Barnes &
Thornburg LLP (included in Exhibit 5.1)
|
|
23.2
|
Consent
of Independent Registered Public Accounting Firm
|
|
24.1
|
Powers
of Attorney (contained on signature page
hereto)
|