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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
Sturtevant, Wisconsin -----
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(Address of principal executive offices)
JOHNSON OUTDOORS INC. 1994 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP 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 Amount of
Securities to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Share Price Fee
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Class A
Common Stock,
$.05 par value 50,000 shares $9.93(1) $496,500(1) $45.68
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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 January 28, 1994, Johnson Outdoors Inc., a Wisconsin corporation
(the "Registrant"), filed a Registration Statement on Form S-8 (File No.
033-52073) to register 50,000 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. 1994 Non-Employee Director Stock Ownership Plan (the
"Stock Ownership Plan"). On September 30, 1999, the Registrant filed a
Registration Statement on Form S-8 (File No. 333-88089) to register 50,000
additional shares of the Class A Common Stock in connection with the Stock
Ownership Plan.
On December 13, 2001, the Board of Directors of the Registrant
approved an amendment to the Stock Ownership Plan to increase the number of
shares of Class A Common Stock from 100,000 to 150,000. On February 19, 2002,
the shareholders of the Registrant approved this amendment. The purpose of this
Registration Statement is to register 50,000 additional shares of the Class A
Common Stock in connection with the Stock Ownership Plan.
Pursuant to General Instruction E of Form S-8, the contents of the
Registrant's Registration Statements on Form S-8 (File Nos. 033-52073 and
333-88089), 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.
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The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
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4 Johnson Outdoors Inc. 1994 Non-Employee Director
Stock Ownership 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)
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* To be filed by amendment or as an exhibit to one of the Registrant's
subsequent filings under the Securities Exchange Act of 1934, as amended.
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 Executive
Officer and Director February 28, 2002
/s/ Helen P. Johnson-Leipold Principal Executive Officer)
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Helen P. Johnson-Leipold
Vice Chairman of the Board February 28, 2002
/s/ Thomas F. Pyle, Jr. and Director
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Thomas F. Pyle, Jr.
Director February 28, 2002
/s/ Samuel C. Johnson
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Samuel C. Johnson
Director February 28, 2002
/s/ Gregory E. Lawton
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Gregory E. Lawton
Director February 28, 2002
/s/ Terry E. London
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Terry E. London
Director February 26, 2002
/s/ John M. Fahey, Jr.
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John M. Fahey, Jr.
Vice President and Chief February 28, 2002
/s/ Paul A. Lehmann Financial Officer
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Paul A. Lehmann Accounting Officer)
EXHIBIT INDEX
JOHNSON OUTDOORS INC. 1994 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN
Exhibit No. Exhibit
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4 Johnson Outdoors Inc. 1994 Non-Employee Stock
Ownership 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)
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*To be filed by amendment or as an exhibit to one of the Registrant's subsequent
filings under the Securities Exchange Act of 1934, as amended.
BRUSSELS FOLEY : LARDNER Exhibit 5
CHICAGO ATTORNEYS AT LAW
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 50,000 shares of the Company's Class A Common Stock, par value $.05
per share (the "Registered Shares"), issuable under the Johnson Outdoors Inc.
1994 Non-Employee Director Stock Ownership 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