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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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JOHNSON OUTDOORS INC.
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(Exact name of registrant as specified in its charter)
WISCONSIN 39-2019963
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1326 Willow Road 53177
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Sturtevant, Wisconsin (Zip Code)
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(Address of principal executive offices)
JOHNSON OUTDOORS INC. 1987 EMPLOYEES' STOCK PURCHASE PLAN
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(Full title of the plan)
Helen P. Johnson-Leipold With copies to:
Chairman and Chief Executive Officer
Johnson Outdoors Inc. Benjamin F. Garmer, III
1326 Willow Road Russell E. Ryba
Sturtevant, Wisconsin 53177 Foley & Lardner
(262) 884-1500 777 East Wisconsin Avenue
(Name, address and telephone number, Milwaukee, WI 53202
including area code, of agent for service) (414) 271-2400
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share Price Registration Fee
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Class A Common Stock,
$.05 par value 60,000 shares $9.93 (1) $595,800 (1) $54.81
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1. Estimated pursuant to Rules 457(c) and (h) of the Securities Act solely for the purpose of
calculating the registration fee based on the average of the high and low prices of the Class
A Common Stock as reported by the Nasdaq National Market on March 12, 2002.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
On February 2, 1988, Johnson Outdoors Inc., a Wisconsin corporation (the
"Registrant"), filed a Registration Statement on Form S-8 (File No. 033-19805)
to register 60,000 shares of the Registrant's Class A Common Stock, par value
$.05 per share (the "Class A Common Stock"), issuable under the Johnson Outdoors
Inc. 1987 Employees' Stock Purchase Plan (the "Stock Purchase Plan"). On August
3, 1994, the Registrant filed a Registration Statement on Form S-8 (File No.
033-54899) to register 90,000 additional shares of the Class A Common Stock in
connection with the Stock Purchase Plan.
On September 24, 2001, the Board of Directors of the Registrant approved
an amendment to the Stock Purchase Plan to increase the number of shares of
Class A Common Stock from 150,000 to 210,000. On February 19, 2002, the
shareholders of the Registrant approved this amendment. The purpose of this
Registration Statement is to register 60,000 additional shares of the Class A
Common Stock in connection with the Stock Purchase Plan.
Pursuant to General Instruction E of Form S-8, the contents of the
Registrant's Registration Statements on Form S-8 (File No. 033-19805) and No.
033-54899), including the documents incorporated by reference therein, are
incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise indicated)
as part of this Registration Statement:
Exhibit No. Exhibit
4 Johnson Outdoors Inc. 1987 Employees' Stock Purchase Plan,
as amended to date
5 Opinion of Foley & Lardner
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
23.3 Consent of Foley & Lardner (contained in Exhibit 5 hereto)
24 Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Racine and State of Wisconsin on this 28th day
of February, 2002.
JOHNSON OUTDOORS INC.
By: /s/ Helen P. Johnson-Leipold
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Helen P. Johnson-Leipold
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature appears
below constitutes and appoints Helen P. Johnson-Leipold and Paul A. Lehmann each
of them individually, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and revocation, for him or her and in his or her
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 other 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 done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
Chairman and Chief
/s/ Helen P. Johnson-Leipold Executive Officer and February 28, 2002
- ----------------------------- Director (Principal
Helen P. Johnson-Leipold Executive Officer)
Vice Chairman of the February 28, 2002
/s/ Thomas F. Pyle, Jr. Board and Director
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Thomas F. Pyle, Jr.
/s/ Samuel C. Johnson Director February 28, 2002
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Samuel C. Johnson
/s/ Gregory E. Lawton Director February 28, 2002
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Gregory E. Lawton
/s/ Terry E. London Director February 28, 2002
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Terry E. London
/s/ John M. Fahey, Jr. Director February 26, 2002
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John M. Fahey, Jr.
/s/ Paul A. Lehmann Vice President and Chief February 28, 2002
- ----------------------------- Financial Officer (Principal
Paul A. Lehmann Financial and Accounting
Officer)
EXHIBIT INDEX
JOHNSON OUTDOORS INC. 1997 EMPLOYEES' STOCK PURCHASE PLAN
Exhibit No. Exhibit
4 Johnson Outdoors Inc. 1987 Employees' Stock Purchase Plan,
as amended to date
5 Opinion of Foley & Lardner
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
23.3 Consent of Foley & Lardner (contained in Exhibit 5 hereto)
24 Power of Attorney relating to subsequent amendments (included
on the signature page to this Registration Statement)
JOHNSON OUTDOORS INC.
1987 EMPLOYEES' STOCK PURCHASE PLAN
1. Purpose.
The Johnson Worldwide Associates, Inc. 1987 Employees' Stock Purchase Plan (the
"Plan") has been established by Johnson Worldwide Associates, Inc., a Wisconsin
corporation (the "Company"), to allow employees of the Company and its
subsidiaries to purchase shares of Class A Common Stock of the Company ("Company
Shares") and thereby share in the ownership of the Company. The Plan is intended
to comply with the requirements of Section 423 of the Internal Revenue Code of
1986, as amended (the "Code").
2. Company Shares Available for Purchase.
Subject to adjustment, in accordance with Paragraph 13, the maximum number of
Company Shares which may be purchased pursuant to the Plan shall be 210,000.
Company Shares issued under the Plan may be authorized and unissued shares or
treasury shares of the Company.
3. Administration.
The Plan shall be administered by a committee of the Board of Directors of the
Company consisting of not less than two (2) directors appointed for such purpose
(the "Compensation Committee"). The members of the Compensation Committee shall
not, during the one-year period preceding their appointment to the Compensation
Committee or during such service, have been granted or awarded any equity
securities, purchase rights or options pursuant to the Plan or any other plan of
the Company or its subsidiaries, except as otherwise permitted for
"disinterested persons" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934 or any successor provision. A majority of the members of
the Compensation Committee shall constitute a quorum. All determinations of the
Compensation Committee shall be made by at least a majority of its members. Any
decision or determination reduced to writing and signed by all of the members of
the Compensation Committee shall be fully as effective as it if had been made by
a unanimous vote at a meeting duly called and held.
In accordance with the provisions of the Plan, the Compensation Committee shall
establish such terms and conditions for the grants of purchase rights as the
Compensation Committee may deem necessary or advisable, adopt such rules or
regulations which may become necessary or advisable for the operation of the
Plan, and make such determinations, and take such other actions, as are
expressly authorized or contemplated in the Plan or as may be required for the
proper administration of the Plan in accordance with its terms. The Compensation
Committee, in its discretion, may appoint an individual (the "Plan
Administrator") to assist the Compensation Committee in corresponding with
employees, with record keeping and in performing other administerial type
functions in connection with the Plan; provided, however, that the Plan
Administrator shall exercise no discretion with respect to the interpretation of
the Plan or the of rights to purchase Company Shares pursuant to the
Plan. The interpretation of any provision of the Plan by the Compensation
Committee and any determination on the matters referred to in this paragraph
shall be final.
4. Eligibility.
From time to time the Compensation Committee shall designate from the group
consisting of the Company, its parent and subsidiary corporations (which may
include corporations having become a parent or subsidiary of the Company after
the effective date of the Plan), the corporations whose employees may
participate in the Plan (a "Designated Corporation"). On any date as of which a
determination of eligibility is made, the term "Eligible Employee" shall mean a
"full-time" employee of a Designated Corporation who is of legal age for the
purpose of executing a binding contract not subject to disaffirmance in the
state of his residence, other than a "highly compensated employee" who is a
president, vice president or director level employee of a Designated
Corporation. For purposes of the Plan, (a) "full-time" employee of a Designated
Corporation means an employee thereof who customarily works at least 20 hours
per week and more than five months per calendar year, (b) "subsidiary" and
"parent" have the meanings given such terms in Section 425 of the Code, and (c)
"highly compensated employee" has the meaning given to such term in Section
414(q) of the Code.
5. Grant of Purchase Rights.
In the discretion of the Compensation Committee, each calendar year, or more
frequently if deemed appropriate, beginning on such date as the Committee may
specify (the "Grant Date"), each employee who is then an Eligible Employee of a
Designated Corporation shall automatically be granted the right to purchase a
maximum of 250 Company Shares. In its discretion, the Compensation Committee may
change the maximum number of Company Shares available for purchase by each
Eligible Employee; provided that the maximum number of shares available for
purchase shall be the same for all Eligible Employees and all Eligible Employees
shall have the same rights and privileges with respect to the purchase of
Company Shares under the Plan. However, nothing contained herein shall require
the Compensation Committee to cause any purchase rights to be granted hereunder
during any calendar year and the Compensation Committee may, in connection with
any grant of rights, specify the maximum number of Company Shares in the
aggregate available for purchase by all Eligible Employees during any Purchase
Period (the "Maximum Number of Purchase Period Company Shares").
Each purchase right shall be exercisable during the 30-day period following the
Grant Date (such period is hereinafter referred to as the "Purchase Period"),
subject to the limitations provided in paragraphs 2 and 8. In the event the
Compensation Committee decides to cause any purchase rights to be granted under
the Plan, the Company shall send to each Eligible Employee a written notice
specifying the Grant Date and the terms and conditions of the right, including
the purchase price per share of Company Shares subject to such right. No Company
Shares may be issued pursuant to the exercise of purchase rights after the
maximum number of Company Shares provided for in paragraph 2 has been purchased.
Each purchase right granted pursuant to this paragraph 5 shall expire at 12:00
P.M., 30 days after the Grant Date.
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6. Exercise of Purchase Rights.
Subject to the limitations elsewhere in the Plan, including the limitations on
exercise set forth in paragraph 8, employees may exercise their rights to
purchase Company Shares granted under the Plan, in whole, or in part, at any
time during the Purchase Period; provided, however, that no employee shall be
entitled to exercise his purchase rights for less than the Applicable Minimum
Number, as defined below, of Company Shares. Employees wishing to exercise their
rights to purchase Company Shares granted under the Plan shall make applications
on forms prescribed by the Compensation Committee, which forms shall be deemed
to include the full terms and conditions of the Plan. Each application to
purchase Company Shares shall be accompanied by payment in full to the Company,
in cash or its equivalent, of the purchase price for such Company Shares. An
application on the prescribed form, properly completed and accompanied by the
required payment, shall be deemed to be accepted as of the last day of the
Purchase Period, subject to adjustment in the number of Company Shares which may
be purchased by the Eligible Employee as provided for pursuant to this paragraph
6. Notwithstanding the foregoing, no application shall be accepted unless
received by the Plan Administrator or postmarked, if delivered by mail, on or
before the last day of the Purchase Period. For purposes of this paragraph 6,
the "Applicable Minimum Number" of Company Shares which may be purchased during
a Purchase Period shall be such number of shares as the Compensation Committee,
in its discretion, may determine.
If applications to purchase a number of Company Shares in excess of the Maximum
Number of Purchase Period Company Shares are received by the Plan Administrator,
each employee properly exercising purchase rights during such Purchase Period
shall be entitled to purchase the number of Company Shares determined by the sum
of:
(a) the Applicable Minimum Number of Company Shares; and
(b) a pro rata portion of the Company Shares available after
satisfying each employee's minimum purchase rights based on the number of
shares with respect to which such employee has exercised his purchase
rights and the aggregate number of shares with respect to which all
employees have exercised purchase rights during the Purchase Period.
Notwithstanding any other provisions in this paragraph 6, the Compensation
Committee may adjust the number of Company Shares which may be purchased by an
employee according to such non-discriminatory rules and regulations as the
Compensation Committee may establish.
7. Purchase Price.
The purchase price per share of each purchase right granted under the Plan shall
be the lesser of (a) 85% of the fair market value, as determined by the
Compensation Committee, of a Company Share on the Grant Date and (b) 85% of the
fair market value, as determined by the Compensation Committee, of a Company
Share at the end of the Purchase Period. Unless otherwise determined by the
Compensation Committee, the fair market value of a Company Share shall be the
closing price of a Company Share in the over-the-counter market on the
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trading date preceding the specified date, as reported by the Nasdaq National
Market (or if such day is a day for which no closing price for a Company Share
is so set forth, the next preceding day for which a closing price is so set
forth). Notwithstanding the foregoing, the purchase price per share of a Company
Share shall in no event be less than the par value of a Company Share.
8. Individual Limitation.
No employee shall be granted the right to purchase any Company Shares hereunder
if such employee would own, directly or indirectly, stock possessing 5% or more
of the total combined voting power or value of all classes of stock of the
Company or any subsidiary or any parent of the Company. For purposes of this 5%
limitation, an employee will be considered as owning all stock which the
employee may purchase under any outstanding right or option, regardless of the
characterization and treatment of such right or option under the Code, and a
right or option will be considered outstanding even though under its terms it
may be exercised only in installments or only after the expiration of a fixed
period of time. An employee will be considered as owning stock attributable to
him pursuant to Section 425(d) of the Code. Moreover, no employee may be granted
a right to purchase Company Shares under the Plan which permits such employee's
rights to purchase stock under the Plan and all employee stock purchase plans
(as defined in Section 423 of the Code) of the Company and its parent and
subsidiary corporations to accrue at a rate which exceeds $25,000 of the fair
market value of such stock (determined at the time such right is granted) for
each calendar year in which such right is outstanding at any time. The right to
purchase Company Shares shall be deemed to accrue when the right or option (or
any part thereof) first becomes exercisable during the calendar year.
9. Limitations on Exercise of Purchase Rights.
Purchase rights granted under the Plan shall not become exercisable until such
time as the Company Shares which may be issued pursuant to the Plan (i) have
been registered under the Securities Act of 1933, as amended (the "Act"), and
any applicable state and foreign securities laws; or (ii) in the opinion of the
Company's counsel, may be issued pursuant to an exemption from registration
under the Act and in compliance with any applicable state and foreign securities
laws.
10. Stock Certificates.
Certificates covering the Company Shares purchased under the Plan shall be
issued as soon as reasonably practicable after the last day of the Purchase
Period. The Company will pay all stamp taxes and the like, and all fees, in
connection with such issue.
11. Nontransferability of Purchase Rights.
An employee's right to exercise purchase rights under the Plan shall not be
transferable by such employee and may be exercised only by the employee. An
employee's right to exercise
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purchase rights may not be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated.
12. Termination of Employment.
In the event of termination of employment of an employee, whether on account of
death, discharge, resignation or any other reason, all rights of the employee to
exercise purchase rights under the Plan shall terminate.
13. Adjustments.
In order to prevent dilution or enlargement of purchase rights, in the event of
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation or other change in Company Shares, the
Compensation Committee shall make appropriate changes in the number of Company
Shares which may be purchased pursuant to the Plan, and the number of Company
Shares covered by, and the purchase price under, each outstanding purchase
right, and such other changes in the Plan and outstanding purchase rights as the
Compensation Committee may deem appropriate under the circumstances. No rights
to purchase a fractional Company Share shall result from any such change.
14. Restrictions on Stock Transferability.
The Compensation Committee shall impose such non-discriminatory restrictions on
the transfer of any shares of stock acquired pursuant to the exercise of a
purchase right under the Plan as it may deem advisable, including, without
limitation, restrictions under applicable Federal securities law, under the
requirements of any stock exchange upon which such shares of stock are then
listed, if any, and under any state and foreign securities laws applicable to
such shares.
15. Amendment/Termination.
The Board of Directors may amend or terminate the Plan at any time, but any such
amendment or termination (other than an adjustment contemplated by paragraph 13)
shall not affect purchase rights outstanding at the time thereof; provided,
however, that the Board of Directors may not, without the approval of the
shareholders of the Company, amend the Plan to (i) increase the maximum number
of Company Shares which may be purchased pursuant to the Plan (except as
provided in paragraph 13); (ii) modify the requirements as to eligibility for
participation in the Plan; (iii) change the class of corporations whose
employees will be granted purchase rights under the Plan; or (iv) materially
increase the benefits to participants under the Plan.
16. Applicable Law.
The Plan shall, to the extent not inconsistent with applicable federal law, be
construed under the laws of the State of Wisconsin.
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17. Effective Date.
The Plan shall become effective as of the date of its adoption by the Board of
Directors of the Company, subject to approval of the Plan by the shareholders
within twelve months of such effective date. Purchase rights may be granted
prior to such approval, provided that such purchase rights shall be subject to
such approval and shall not be exercised until after such approval.
Last amended on September 24, 2001
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BRUSSELS Exhibit 5
CHICAGO [FOLEY & LARDNER LOGO]
DENVER
DETROIT
JACKSONVILLE
LOS ANGELES
MADISON
MILWAUKEE
ORLANDO
SACRAMENTO
SAN DIEGO/DEL MAR
SAN FRANCISCO
TALLAHASSEE
TAMPA
WASHINGTON, D.C.
WEST PALM BEACH
March 15, 2002
Johnson Outdoors Inc.
1326 Willow Road
Sturtevant, Wisconsin 53177
Ladies and Gentlemen:
We have acted as counsel for Johnson Outdoors Inc., a Wisconsin
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the registration of an
additional 60,000 shares of the Company's Class A Common Stock, par value $.05
per share (the "Registered Shares"), issuable under the Johnson Outdoors Inc.
1987 Employees' Stock Purchase Plan (the "Plan").
In our role as counsel, we have examined: (a) the Plan, as amended to
date; (b) signed copies of the Registration Statement; (c) the Articles of
Incorporation and Bylaws of the Company, as amended to date; (d) resolutions of
the Company's Board of Directors relating to the Plan and the issuance of the
Registered Shares thereunder; and (e) such other proceedings, documents and
records as we have deemed necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.
2. The Registered Shares, when issued by the Company pursuant to the
terms and conditions of the Plan, will be validly issued, fully paid and
nonassessable (except as may be provided in Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law and judicial interpretations thereof).
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the references to our firm therein. In giving our consent, we
do not admit that we are "experts" within the meaning of Section 11 of the
Securities Act or within the category of persons whose consent is required by
Section 7 of the Securities Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
FOLEY & LARDNER
777 EAST WISCONSIN AVENUE, SUITE 3800
MILWAUKEE, WISCONSIN 53202-5367
TEL: 414.271.2400
FAX: 414.297.4900
WWW.FOLEYLARDNER.COM
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated November
8, 2001, except for Notes 5 and 17, as to which the date is December 21,
2001, included in the Johnson Outdoors, Inc.'s Form 10-K for the fiscal
year ended September 28, 2001 and to all references to our firm included
in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
March 11, 2002
Exhibit 23.2
Consent of KPMG LLP
Shareholders and Board of Directors
Johnson Outdoors Inc.:
We consent to incorporation by reference in this Registration Statement on Form
S-8 of Johnson Outdoors Inc. of our report dated November 6, 2000, relating to
the consolidated balance sheet of Johnson Outdoors Inc. and subsidiaries as of
September 29,2000 and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the two-year
period ended September 29, 2000, which report appears in the 2001 Annual Report
on Form 10-K of Johnson Outdoors Inc.
/s/ KPMG LLP
Milwaukee, Wisconsin
March 13, 2002