S-8 1 c80332sv8.htm FORM S-8 sv8
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As filed with the Securities and Exchange Commission on October 24, 2003

Registration No.            



SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


FORM S-8

REGISTRATION STATEMENT
Under
the Securities Act of 1933


WILSONS THE LEATHER EXPERTS INC.

(Exact name of Registrant as specified in its charter)
     
Minnesota   41-1839933
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
7401 Boone Avenue North    
Brooklyn Park, Minnesota   55428
(Address of principal executive offices)   (Zip Code)

WILSONS THE LEATHER EXPERTS INC.
2000 LONG TERM INCENTIVE PLAN

(Full title of the plan)

David L. Rogers
President
Wilsons The Leather Experts Inc.
7401 Boone Avenue North
Brooklyn Park, Minnesota 55428
(Name and address of agent for service)

(763) 391-4000
(Telephone number, including area code, of agent for service)


CALCULATION OF REGISTRATION FEE

                                   
              Proposed                
Title of class of   Amount   maximum   Proposed maximum   Amount of
securities to   to be   offering price   aggregate offering   registration
be registered   registered   per share (1)   price (1)   fee

 
 
 
 
Common Stock,
    750,000                          
 
$.01 par value
  shares   $ 9.41     $ 7,057,500     $ 574.39  

(1)   Estimated solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(h)(1) under the Securities Act of 1933, as amended, based on the average of the high and low sale prices per share of the Registrant’s Common Stock as quoted on the Nasdaq National Market on October 17, 2003.



 


EXPLANATORY NOTE
SIGNATURES
INDEX TO EXHIBITS
EX-5.1 Opinion/Consent of Faegre & Benson LLP
EX-23.2 Consent of KPMG LLP
EX-24.1 Powers of Attorney
EX-99.1 2000 Long Term Incentive Plan, as Amended.


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EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 750,000 shares of the Registrant’s Common Stock to be issued pursuant to the Registrant’s 2000 Long Term Incentive Plan, as amended (the “Plan”). In accordance with Section E of the General Instructions to Form S-8, the Registration Statement on Form S-8 previously filed with the Commission relating to the Plan (File No. 333-39304) is incorporated by reference herein.

Exhibits

                 
Exhibit   Description        

 
       
  4.1     Amended and Restated Articles of Incorporation of Wilsons The Leather Experts Inc. adopted June 16, 1998, as amended by the Articles of Amendment dated February 17, 2000, and the Articles of Amendment dated May 23, 2002.(1)        
     
  4.2     Restated Bylaws of Wilsons The Leather Experts Inc. as amended June 16, 1998, January 25, 2000, and May 23, 2002.(2)        
     
  4.3     Registration Rights Agreement dated as of January 10, 2002 by and among Wilsons The Leather Experts Inc. and the Investors signatory thereto.(3)        
     
  4.4     Letter Amendment to the Common Stock Purchase Agreement and the Registration Rights Agreement dated January 14, 2002 by and between Wilsons The Leather Experts Inc. and Bricoleur Capital Management LLC.(4)        
 
  4.5     Registration Rights Agreement dated as of April 24, 2002 by and among Wilsons The Leather Experts Inc. and the Investors signatory thereto.(5)        
     
  5.1     Opinion of Faegre & Benson LLP.        
     
  23.1     Consent of Faegre & Benson LLP (contained in Exhibit 5 to this Registration Statement).        
     
  23.2     Consent of KPMG LLP.        
     
  24.1     Powers of Attorney.        
     
  99.1     Wilsons The Leather Experts Inc. 2000 Long Term Incentive Plan, as amended.        


(1)   Incorporated herein by reference to Exhibit 3.1 to the Company’s Report on Form 10-Q for the quarter ended May 4, 2002 filed with the SEC (File No. 0-21543).
 
(2)   Incorporated herein by reference to Exhibit 3.2 to the Company’s Report on Form 10-Q for the quarter ended May 4, 2002 filed with the SEC (File No. 0-21543).
 
(3)   Incorporated herein by reference to Exhibit 4.2 to the Company’s Report on Form 8-K filed with the SEC on January 23, 2002 (File No. 0-21543).
 
(4)   Incorporated herein by reference to Exhibit 4.3 to the Company’s Report on Form 8-K filed with the SEC on January 23, 2002 (File No. 0-21543).
 
(5)   Incorporated herein by reference to Exhibit 4.2 to the Company’s Report on Form 8-K filed with the SEC on May 3, 2002 (File No. 0-21543).

 


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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brooklyn Park, State of Minnesota, on October 24, 2003.

         
    Wilsons The Leather Experts Inc.
         
    By   /s/ Joel N. Waller
       
        Joel N. Waller
        Chairman 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 indicated on October 24, 2003.

       
Signature     Title

   
/s/ Joel N. Waller

Joel N. Waller
    Chairman and Chief Executive Officer
(Principal Executive Officer)
       
/s/ Peter G. Michielutti

Peter G. Michielutti
    Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
       
Lyle Berman }    
Michael Cowhig }    
William F. Farley }    
Bradley K. Johnson }   Board of Directors
Michael J. McCoy }    
David L. Rogers }    
Cheryl Vitali }    
Joel N. Waller }    


*   Peter G. Michielutti, by signing his name hereto, does hereby sign this document on behalf of each of our above-named directors of the Company pursuant to powers of attorney duly executed by such persons.
       
    By   /s/ Peter G. Michielutti
     
              Peter G. Michielutti, Attorney-in-fact

 


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INDEX TO EXHIBITS

         
Exhibit   Description   Method of Filing

 
 
4.1   Amended and Restated Articles of Incorporation of Wilsons The Leather Experts Inc. adopted June 16, 1998, as amended by the Articles of Amendment dated February 17, 2000, and the Articles of Amendment dated May 23, 2002. (1)   Incorporated by Reference
         
4.2   Restated Bylaws of Wilsons The Leather Experts Inc. as amended June 16, 1998, January 25, 2000, and May 23, 2002. (2)   Incorporated by Reference
         
4.3   Registration Rights Agreement dated as of January 10, 2002 by and among Wilsons The Leather Experts Inc. and the Investors signatory thereto.(3)   Incorporated by Reference
         
4.4   Letter Amendment to the Common Stock Purchase Agreement and the Registration Rights Agreement dated January 14, 2002 by and between Wilsons The Leather Experts Inc. and Bricoleur Capital Management LLC. (4)   Incorporated by Reference
         
4.5   Registration Rights Agreement dated as of April 24, 2002 by and among Wilsons The Leather Experts Inc. and the Investors signatory thereto. (5)   Incorporated by Reference
         
5.1   Opinion of Faegre & Benson LLP as to the legality of the shares being registered.   Electronic Transmission
         
23.1   Consent of Faegre & Benson LLP is contained in its opinion filed as Exhibit 5.1 to this registration statement.    
         
23.2   Consent of KPMG LLP.   Electronic Transmission
         
24.1   Powers of Attorney.   Electronic Transmission
         
99.1   Wilsons The Leather Experts Inc. 2000 Long Term Incentive Plan, as amended.   Electronic Transmission


(1)   Incorporated herein by reference to Exhibit 3.1 to the Company’s Report on Form 10-Q for the quarter ended May 4, 2002 filed with the SEC (File No. 0-21543).
 
(2)   Incorporated herein by reference to Exhibit 3.2 to the Company’s Report on Form 10-Q for the quarter ended May 4, 2002 filed with the SEC (File No. 0-21543).

 


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(3)   Incorporated herein by reference to Exhibit 4.2 to the Company’s Report on Form 8-K filed with the SEC on January 23, 2002 (File No. 0-21543).
 
(4)   Incorporated herein by reference to Exhibit 4.3 to the Company’s Report on Form 8-K filed with the SEC on January 23, 2002 (File No. 0-21543).
 
(5)   Incorporated herein by reference to Exhibit 4.2 to the Company’s Report on Form 8-K filed with the SEC on May 3, 2002 (File No. 0-21543).