-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EJ9TolGKEhM0x2i11ylLtKeCGh6nrANGYG8Q3BPbjOOwtTaQ8LYFrVlnr8IgBu+3 dBd/gBtnHlqWcFXlw+PIaA== 0000931763-01-500852.txt : 20010618 0000931763-01-500852.hdr.sgml : 20010618 ACCESSION NUMBER: 0000931763-01-500852 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010615 EFFECTIVENESS DATE: 20010615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIBBETT SPORTING GOODS INC CENTRAL INDEX KEY: 0001017480 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 631074067 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63094 FILM NUMBER: 1661443 BUSINESS ADDRESS: STREET 1: 451 INDUSTRIAL LANE CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059424292 MAIL ADDRESS: STREET 1: 451 INDUSTRIAL LANE CITY: BIRNINGHAM STATE: AL ZIP: 35211 S-8 1 ds8.txt INITIAL FORM S-8 As filed with the Securities and Exchange Commission on June 15, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- HIBBETT SPORTING GOODS, INC. (Exact name of registrant as specified in its charter) ----------- Delaware 63-1074067 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 451 Industrial Lane 35211 Birmingham, Alabama (Zip Code) (Address of principal executive offices) ----------- Hibbett Sporting Goods, Inc. Amended and Restated 1996 Stock Option Plan (Full title of the Plan) ----------- Copy to: Gary A. Smith Steven Della Rocca Chief Financial Officer Latham & Watkins Hibbett Sporting Goods, Inc. 885 Third Avenue 451 Industrial Lane Suite 1000 Birmingham, Alabama 35211 New York, New York 10022 (205) 942-4292 (212) 906-1200 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------- CALCULATION OF REGISTRATION FEE
=============================================================================================================================== Proposed Proposed Title of Securities Amount of Shares Maximum Offering Maximum Aggregate Amount of to be Registered to be Registered(1) Price Per Share(2) Offering Price(2) Registration Fee - ------------------------------------------------------------------------------------------------------------------------------- Common stock 650,000 $ 33.95 $ 22,067,500 $ 5,516.88 $.01 par value ===============================================================================================================================
(1) Represents 300,000 additional shares of the Company's common stock reserved for issuance under the Company's Amended and Restated 1996 Stock Option Plan, as approved by the Company's stockholders on June 9, 1998, plus 350,000 additional shares of the Company's common stock reserved for issuance by an amendment to the Company's Amended and Restated 1996 Stock Option Plan, as approved by the Company's stockholders on June 6, 2001. Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number of shares of securities registered on the Registration Statement will be increased as a result of future stock splits, stock dividends or similar transactions. (2) Pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, as amended, the offering price is estimated solely for the purpose of calculating the amount of the registration fee and is based on the average of the high and low prices of the Company's common stock as reported on the Nasdaq Stock Market on June 12, 2001. ================================================================================ EXPLANATORY NOTE On February 6, 1997, Hibbett Sporting Goods, Inc., a Delaware corporation (the "Company"), registered 238,566 shares of its common stock, par value $.01 per share ("Common Stock"), to be offered or sold upon the exercise of options granted to participants under the Company's 1996 Stock Option Plan pursuant to the Registration Statement on Form S-8 (File No. 333-21303). On September 13, 1998, the 1996 Stock Option Plan was amended and restated in its entirety, and pursuant to such amendment and restatement options for an additional 300,000 shares of Common Stock were authorized to be issued under the plan. On June 6, 2001 the Amended and Restated 1996 Stock Option Plan was further amended to authorize the issuance of options for an additional 350,000 shares of Common Stock. 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 650,000 shares of Common Stock which may be offered or sold upon the exercise of options granted to participants under the Amended and Restated 1996 Stock Option Plan. INCORPORATION BY REFERENCE The contents of the Registration Statement on Form S-8 (File No. 333- 21303) with respect to 238,566 shares of Common Stock are hereby incorporated by reference. EXHIBITS 5(a) Opinion of counsel regarding the legality of the Common Stock being registered. 23(a) Consent of Arthur Andersen LLP. 23(b) Consent of counsel (included in Exhibit 5(a)). 2 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 Birmingham, State of Alabama, on this 15th day of June, 2001. HIBBETT SPORTING GOODS, INC. By: /s/ Michael J. Newsome --------------------------------- Michael J. Newsome President, Chief Executive Officer, and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on the signature page to this Registration Statement hereby constitutes and appoints Gary A. Smith his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same (including post-effective amendments) with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary 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 attorney-in-fact and agent, or his substitute or substitutes, 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 in the capacities and on the date indicated.
Signature Title Date Signed --------- ----- ----------- /s/ Michael J. Newsome President, Chief Executive Officer and Director June 15, 2001 - -------------------------------- (Principal Executive Officer) Michael J. Newsome /s/ Gary A. Smith Vice President and Chief Financial Officer June 15, 2001 - -------------------------------- (Principal Financial Officer and Principal Gary A. Smith Accounting Officer) /s/ Clyde B. Anderson Director June 15, 2001 - -------------------------------- Clyde B. Anderson
3 /s/ H. Ray Compton Director June 15, 2001 - -------------------------------- H. Ray Compton /s/ F. Barron Fletcher, III Director June 15, 2001 - -------------------------------- F. Barron Fletcher, III /s/ Carl Kirkland Director June 15, 2001 - -------------------------------- Carl Kirkland /s/ John F. Megrue Director June 15, 2001 - -------------------------------- John F. Megrue /s/ Thomas A. Saunders, III Director June 15, 2001 - -------------------------------- Thomas A. Saunders, III
4 EXHIBIT INDEX 5(a) Opinion of counsel regarding the legality of the Common Stock being registered. 23(a) Consent of Arthur Andersen LLP. 23(b) Consent of counsel (included in Exhibit 5(a)). EX-5.(A) 2 dex5a.txt OPINION OF COUNSEL REGARDING THE LEGALITY Exhibit 5(a) [L&W Letterhead] June 15, 2001 Hibbett Sporting Goods, Inc. 451 Industrial Lane Birmingham, Alabama 35211 Re: Registration Statement on Form S-8 of Hibbett Sporting Goods, Inc., relating to 650,000 Shares of Common Stock ---------------------------------------------------------------- Ladies and Gentlemen: In connection with the preparation and filing by Hibbett Sporting Goods, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") relating to the issuance by the Company of 650,000 shares (the "Shares") of the Company's Common Stock, par value $.01 per share, pursuant to the Company's Amended and Restated 1996 Stock Option Plan (the "Plan"), you have requested our opinion with respect to the matters set forth below. In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares, and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agency within any state. Subject to the foregoing, it is our opinion that the Shares have been duly authorized and, when issued and sold upon exercise of the options for such Shares and payment of the exercise price therefor as contemplated by the Plan, such Shares will be fully paid and nonassessable. We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Latham & Watkins -------------------- EX-23.(A) 3 dex23a.txt CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our reports dated March 15, 2001 included in Hibbett Sporting Goods, Inc.'s Form 10-K for the year ended February 3, 2001 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP Birmingham, Alabama June 8, 2001 -----END PRIVACY-ENHANCED MESSAGE-----