As filed with the Securities and Exchange Commission on July 19, 2002
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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HIBBETT SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 63-1074067
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
451 Industrial Lane 35211
Birmingham, Alabama (Zip Code)
(Address of principal
executive offices)
HIBBETT SPORTING GOODS, INC.
STOCK PLAN FOR OUTSIDE DIRECTORS
(Full title of the Plan)
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Gary Smith
Chief Financial Officer
Hibbett Sporting Goods, Inc.
451 Industrial Lane
Birmingham, Alabama 35211
(205) 942-4292
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Steven Della Rocca, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 10022
(212) 906-1200
(212) 751-4864 (fax)
Calculation of Registration Fee
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Amount Proposed Proposed
of Shares Maximum Maximum Amount of
Title of Securities to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share (2) Offering Price (2) Fee
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Common Stock 100,000 $19.205 $1,920,500 $176.69
$.01 par value
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(1) Represents 100,000 additional shares of common stock, par value $.01 per
share ("Common Stock") of Hibbett Sporting Goods, Inc. (the "Company")
reserved for issuance under the Company's Stock Plan for Outside Directors,
as amended (the "Plan"). Pursuant to Rule 416 of the Securities Act of
1933, as amended (the "Securities Act"), additional shares of Common Stock
of the Company, which become issuable to prevent dilution from any future
stock split, stock dividend or similar transaction, are also being
registered.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h) under the Securities Act, the Proposed Maximum Offering Price Per
Share is based upon the average of the high and low price per share of
Common Stock on the NASDAQ National Market System on July 18, 2002.
EXPLANATORY NOTE
The Company has adopted the Plan and in connection therewith has previously
registered 50,000 shares of Common Stock, to be offered or sold to participants
under the Plan, pursuant to a Registration Statement on Form S-8 (File No.
333-21299). Pursuant to Rule 416 of the Securities Act of 1933, as amended, the
number of shares registered under such registration statement increased from
50,000 shares to 75,000 shares as a result of a three-for-two stock split
effected by the Company on February 19, 2002. This Registration Statement is
being filed pursuant to General Instruction E to Form S-8 (Registration of
Additional Securities) in order to register an additional 100,000 shares of
Common Stock which may be offered or sold to participants under the Plan.
INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of the Registration Statement on Form S-8 (File No. 333-21299)
with respect to 75,000 shares of Common Stock to be offered or sold under the
Plan are hereby incorporated by reference.
Furthermore, because the Company's filings with the Securities and Exchange
Commission (the "Commission") under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference into the Registration Statement on Form S-8 (File No.
333-21299), the following documents, without limitation, are hereby incorporated
by reference:
o The Company's annual report on Form 10-K for the year ended February 2,
2002, as amended by the Company's Form 10-K/A and Form 10-K/A(2);
o The Company's quarterly report on Form 10-Q for the period ended May 4,
2002;
o The Company's current report on Form 8-K/A, dated May 9, 2002, filed with
the Commission on June 26, 2002; and
o any future filings made with the Commission under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act until the Company sells all of the shares
of Common Stock it is hereby offering.
2
NOTICE REGARDING ARTHUR ANDERSEN LLP
Section 11(a) of the Securities Act provides that if any part of a
registration statement at the time it becomes effective contains an untrue
statement of a material fact or an omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
any person acquiring a security pursuant to such registration statement (unless
it is proved that at the time of such acquisition such person knew of such
untruth or omission) may sue, among others, every accountant who has consented
to be named as having prepared or certified any part of the registration
statement or as having prepared or certified any report or valuation which is
used in connection with the registration statement with respect to the statement
in such registration statement, report or valuation which purports to have been
prepared or certified by the accountant. Arthur Andersen LLP was our principal
independent accountant until their dismissal on May 9, 2002. Prior to the date
of this prospectus, the Arthur Andersen partners who reviewed our most recent
audited financial statements resigned from Arthur Andersen. As a result, after
reasonable efforts, we have been unable to obtain Arthur Andersen's written
consent to the inclusion in this registration statement of its audit reports
originally issued on March 13, 2002 with respect to our financial statements.
Under these circumstances, Rule 437a under the Securities Act permits us to file
this registration statement without the written consent of Arthur Andersen.
Accordingly, Arthur Andersen will not be liable to you under Section 11(a) of
the Securities Act because it has not consented to being named as an expert in
the registration statement.
EXHIBITS
A list of exhibits included as part of this Registration Statement is set
forth on the Exhibit Index appearing elsewhere herein and incorporated herein by
reference.
3
SIGNATURES
Pursuant to the requirements of the Securities Act 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 Birmingham, State of Alabama, on July 19, 2002.
HIBBETT SPORTING GOODS, INC.
By: /s/ Gary Smith
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Gary Smith
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Gary Smith and Michael J. Newsome his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and reimbursement, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments or supplements to this
Registration Statement and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing necessary or appropriate to be done
with respect to this Registration Statement or any amendments or supplements
hereto in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons as of July
19, 2002 in the capacities indicated.
Signature Title Date
/s/ Michael J. Newsome President, Chief Executive July 19, 2002
--------------------------- Officer and Director
Michael J. Newsome
/s/ Gary A. Smith Vice President and Chief July 19, 2002
--------------------------- Financial Officer (Principal
Gary A. Smith Financial and Accounting Officer)
/s/ John F. Megrue Director July 19, 2002
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John F. Megrue
/s/ Clyde B. Anderson Director July 19, 2002
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Clyde B. Anderson
/s/ F. Barron Fletcher, III Director July 19, 2002
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F. Barron Fletcher, III
/s/ Thomas A. Saunders, III Director July 19, 2002
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Thomas A. Saunders, III
/s/ H. Ray Compton Director July 19, 2002
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H. Ray Compton
/s/ Carl Kirkland Director July 19, 2002
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Carl Kirkland
Exhibit Index
4(a) Certificate of Incorporation of the Company (incorporated herein by
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 1, 1997, filed on April 29, 1997).
4(b) By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended February 1,
1997, filed on April 29, 1997).
4(c) Specimen Certificate of Common Stock (incorporated herein by reference to
Exhibit 4.1 to Amendment No. 2 to Registration Statement on Form S-1 (Reg.
No. 333-07023) of Hibbett Sporting Goods, Inc., filed on September 16,
1996).
4(d) Hibbett Sporting Goods, Inc. Stock Plan for Outside Directors
(incorporated herein by reference to Exhibit 10.11 to Amendment No. 2 to
Registration Statement on Form S-1 (Reg. No. 333-07023) of Hibbett
Sporting Goods, Inc., filed on September 16, 1996).
5(a) Opinion of Latham & Watkins regarding the legality of the Common Stock
being registered.
23(a) Consent of Latham & Watkins (included in Exhibit 5(a)).
23(b) Consent of KPMG LLP.
24(a) Power of Attorney (included on signature page).