sv8
As filed with the Securities and Exchange Commission on May 14, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LaCrosse Footwear, Inc.
(Exact name of registrant as specified in its charter)
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Wisconsin
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39-1446816 |
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(State of incorporation)
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(I.R.S. Employer
Identification No.) |
17634 NE Airport Way
Portland, OR 97230
(Address principal executive offices) (Zip code)
LaCrosse Footwear, Inc. 2007 Long-Term Incentive Plan, as Amended and Restated
(Full title of the Plan)
David P. Carlson
Executive Vice President and Chief Financial Officer
LaCrosse Footwear, Inc.
17634 NE Airport Way
Portland, Oregon 97230
503-262-0110
(Name and address of agent for service)
(Telephone number, including
area code, of agent for service)
With a copy to:
Bruce A. Robertson
Peter B. Cancelmo
Garvey Schubert Barer
1191 Second Avenue, 18th Floor
Seattle, Washington 98101-2939
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer o |
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting
company) |
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Smaller reporting company þ |
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Proposed maximum |
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Proposed maximum |
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Title of securities |
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Amount to be |
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offering price per |
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aggregate offering |
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Amount of |
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to be registered (1) |
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registered (2) |
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share |
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price |
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registration fee |
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Common Stock, $.01
par value per share |
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300,000 |
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$18.41(3) |
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$5,523,000(3) |
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$393.79(3) |
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1 |
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This registration statement covers 300,000 shares of the common
stock, $.01 par value per share (the Common Stock), of LaCrosse Footwear,
Inc., a Wisconsin corporation (the Company or LaCrosse), together with
associated rights, that may be offered or sold pursuant to the LaCrosse
Footwear, Inc. 2007 Long-Term Incentive Plan, as Amended and Restated. |
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Pursuant to Rule 416(a) under the Securities Act of 1933 (the
Securities Act), this registration statement also covers any additional
securities that may be offered or issued in connection with any stock split,
stock dividend or similar transaction, plus an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein. |
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3 |
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Estimated solely for purposes of calculation of the registration fee
pursuant to Rules 457(h) and 457(c) of the Securities Act based upon the
average of the high and low prices of the Registrants Common Stock on May 13,
2010, as reported on the NASDAQ Global Market. |
TABLE OF CONTENTS
REGISTRATION OF ADDITIONAL SECURITIES
The Company is filing this registration statement on Form S-8 pursuant to General Instruction E to
Form S-8 to register 300,000 additional shares of the Common Stock for issuance under the Companys
2007 Long-Term Incentive Plan, as Amended and Restated (the 2007 Plan). Previously, 300,000
shares of Common Stock issuable under the 2007 Plan were registered pursuant to a Registration
Statement on Form S-8 filed with the Securities and Exchange Commission (the Commission) on May
3, 2007 (No. 333-142597), the contents of which are incorporated herein by reference.
Pursuant to the terms of the 2007 Plan, any shares of Common Stock authorized for issuance under
(i) the Companys 1997 Employee Stock Incentive Plan and (ii) the Companys 2001 Stock Incentive
Plan, each as amended (the Previous Plans), which were not subject to a grant on May 1, 2007, or
as to which the option award is forfeited on or after May 1, 2007, are also issuable under the 2007
Plan. The shares of Common Stock issuable under the Previous Plans were previously registered as
follows:
1. 300,000 shares of Common Stock issuable under the LaCrosse Footwear, Inc. 1997 Employee
Stock Incentive Plan were registered pursuant to a Registration Statement on Form S-8 filed
with the Commission on June 12, 2003 (No. 333-106607).
2. 300,000 shares of Common Stock issuable under the LaCrosse Footwear, Inc. 2001 Stock
Incentive Plan were registered pursuant to a Registration Statement on Form S-8 filed with
the Commission on June 12, 2003 (No. 333-106607).
3. 300,000 shares of Common Stock issuable under the LaCrosse Footwear, Inc. 2001 Stock
Incentive Plan were registered pursuant to a Registration Statement on Form S-8 filed with
the Commission on June 10, 2005 (No. 333-125712).
EXHIBITS
The following exhibits have been filed (except where otherwise indicated) as part of this
registration statement:
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Exhibit No. |
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Exhibit |
4.1
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LaCrosse Footwear, Inc. 2007 Long-Term Incentive Plan, as Amended and Restated |
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5.1
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Opinion of Garvey Schubert Barer |
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23.1
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Consent of McGladrey & Pullen, LLP |
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23.2
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Consent of Garvey Schubert Barer (contained in Exhibit 5.1) |
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24.1
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Power of Attorney relating to subsequent amendments (included in the
signature page to this registration statement) |
SIGNATURES
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 Portland, State of Oregon, on May 14, 2010.
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Registrant: LACROSSE FOOTWEAR, INC.
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By: |
/s/ Joseph P. Schneider
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Joseph P. Schneider |
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President and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Joseph P. Schneider and David P. Carlson, jointly and severally, his true
and lawful attorneys-in-fact and agents with full powers of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and Exchange Commission,
granting 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 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, or any one of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities indicated.
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Name |
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/s/ Joseph P. Schneider
Joseph P. Schneider
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President, Chief Executive
Officer (Principal Executive
Officer) and Director
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May 14, 2010 |
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/s/ David P. Carlson
David P. Carlson
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Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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May 14, 2010 |
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/s/ Richard A. Rosenthal
Richard A. Rosenthal
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Chairman of the Board and
Director
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May 14, 2010 |
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Name |
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/s/ Stephen F. Loughlin
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May 14, 2010 |
Stephen F. Loughlin
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Director |
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/s/ John D. Whitcombe
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May 14, 2010 |
John D. Whitcombe
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Director |
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/s/ Charles W. Smith
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May 14, 2010 |
Charles W. Smith
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Director |
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/s/ William H. Williams
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May 14, 2010 |
William H. Williams
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Director |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
4.1
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LaCrosse Footwear, Inc. 2007 Long-Term Incentive Plan, as Amended and Restated |
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5.1
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Opinion of Garvey Schubert Barer |
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23.1
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Consent of McGladrey & Pullen, LLP |
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23.2
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Consent of Garvey Schubert Barer (included in Exhibit 5.1) |
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24.1
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Power of Attorney relating to subsequent amendments (included in the
signature page to this registration statement) |