Registration No. 333-_____
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________________
JOHNSON OUTDOORS INC.
(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.)
555 Main Street
Racine, Wisconsin 53403
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(Address of principal executive offices) (Zip Code)
Johnson Outdoors Inc. 2000 Long-Term Stock Incentive Plan
(Full title of the plan)
___________________________
Helen P. Johnson-Leipold
Chairman and Chief Executive Officer
Johnson Outdoors Inc.
555 Main Street
Racine, Wisconsin 53403
(262) 631-6600
(Name, address and telephone number, including area code, of agent for service)
___________________________
CALCULATION OF REGISTRATION FEE
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
- ---------------------------- -------------------- ----------------------- ---------------------- ----------------------
Class A Common Stock, $.05 600,000 shares $13.97* $8,382,000* $678.10
par value
- ---------------------------- -------------------- ----------------------- ---------------------- ----------------------
* Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933
solely for the purposes 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 July 18, 2003.
___________________________
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement on Form S-8 (this
"Registration Statement").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed by Johnson Outdoors Inc., a Wisconsin
corporation (the "Company"), with the Commission are hereby incorporated herein
by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 27, 2002, filed December 26, 2002.
2. All other reports filed since September 27, 2002 by the Company pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including (a) the Company's Current Report on Form 8-K
dated July 24, 2003, filed July 24, 2003; (b) the Company's Current Report on
Form 8-K dated July 17, 2003, filed July 18, 2003; (c) the Company's Quarterly
Report on Form 10-Q for the quarter ended March 28, 2003, filed May 12, 2003;
(d) the Company's Current Report on Form 8-K dated April 24, 2003, filed April
24, 2003; and (e) the Company's Quarterly Report on Form 10-Q for the quarter
ended December 27, 2002, filed February 10, 2003.
3. The description of the Company's Class A Common Stock, par value $0.05
per share, contained in Item 1 of the Company's Registration Statement on Form
8-A, filed September 25 1987 with the Commission, and any amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of the filing of this
Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement that indicates that all
securities offered under this Registration Statement have been sold or that
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this Registration Statement from the date of filing of such documents.
The Company has incorporated by reference into this Registration Statement
its consolidated financial statements for the year ended September 28, 2001 (the
"2001 Financial Statements") in reliance on the report of Arthur Andersen LLP
("Andersen"), independent public accountants, respecting the 2001 Financial
Statements, which was given on the authority of Andersen as experts in auditing
and accounting. Andersen has not consented to the inclusion of their report in
this Registration Statement, and the Company has dispensed with the requirement
to file Andersen's consent in reliance on Rule 437a under the Securities Act of
1933, as amended (the "Securities Act"). Andersen's failure to deliver its
consent may limit recovery by purchasers of securities under this Registration
Statement on certain claims. In particular, and without limitation, Andersen's
failure to deliver its consent limits the ability of a purchaser of securities
under this Registration Statement to sue Andersen under Section 11(a)(4) of the
Securities Act for any untrue statements of a material fact contained in the
2001 Financial Statements or any omissions of a material fact required to be
stated in the 2001 Financial Statements.
-2-
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Pursuant to the Wisconsin Business Corporation Law and the Company's
Bylaws, directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent such officers or directors are successful in the defense of a
proceeding and (ii) in proceedings in which the director or officer is not
successful in the defense thereof, unless it is determined that the director or
officer breached or failed to perform his duties to the Company and such breach
or failure constituted: (a) a willful failure to deal fairly with the Company or
its shareholders in connection with a matter in which the director or officer
had a material conflict of interest; (b) a violation of the criminal law, unless
the director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful;
(c) a transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. The Wisconsin Business Corporation
Law specifically states that it is the policy of Wisconsin to require or permit
indemnification in connection with a proceeding involving securities regulation,
as described therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of the
Company are not subject to personal liability to the Company, its shareholders
or any person asserting rights on behalf thereof for certain breaches or
failures to perform any duty resulting solely from their status, except in
circumstances paralleling those in subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification may be
available may be advanced by the Company under certain circumstances.
The indemnification provided by the Wisconsin Business Corporation Law and
the Company's Bylaws is not exclusive of any other rights to which a director or
officer of the Company may be entitled. The general effect of the foregoing
provisions may be to reduce the circumstances in which an officer or director
may be required to bear the economic burden of the foregoing liabilities and
expenses.
The Company maintains a liability insurance policy for its directors and
officers as permitted by Wisconsin law which may extend to, among other things,
liability arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
---------
The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.
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Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
-4-
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 Racine, State of Wisconsin, on July 25, 2003.
JOHNSON OUTDOORS INC.
By: /s/ Helen P. Johnson-Leipold
---------------------------------------
Helen P. Johnson-Leipold
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 and on the date indicated.
Signature Title Date
--------- ----- ----
Chairman and Chief Executive Officer
and Director
/s/ Helen P. Johnson-Leipold (Principal Executive Officer) July 25, 2003
- -------------------------------------
Helen P. Johnson-Leipold
Vice Chairman of the Board and
* Director *
- -------------------------------------
Thomas F. Pyle, Jr.
Director
* *
- -------------------------------------
Samuel C. Johnson
Director
* *
- -------------------------------------
Gregory E. Lawton
Director
* *
- -------------------------------------
Terry E. London
Director
* *
- -------------------------------------
John M. Fahey, Jr.
/s/ Paul A. Lehmann Vice President and Chief Financial Officer
- ------------------------------------- (Principal Financial and Accounting Officer) July 25, 2003
Paul A. Lehmann
*By: /s/ Helen P. Johnson-Leipold
------------------------------------------
Helen P. Johnson-Leipold, Attorney-in-fact
Affixed as of July 25, 2003
S-1
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
(4) Johnson Outdoors Inc. 2000 Long-Term Stock Incentive Plan (filed
as Exhibit 10.16 to the Company's Form 10-Q for the quarter ended
March 31, 2000 and incorporated herein by reference.)
(5) Opinion of Foley & Lardner.
(23.1) Consent of KPMG LLP.
(23.2) Note Regarding Consent of Arthur Andersen LLP
(23.3) Consent of Ernst & Young LLP.
(23.4) Consent of Foley & Lardner (contained in Exhibit (5) hereto).
(24) Powers of Attorney.
E-1
Exhibit (5)
[FOLEY & LARDNER LOGO] FOLEY & LARDNER
777 East Wisconsin Avenue, Suite 3800
Milwaukee, Wisconsin 53202-5306
414.271.2400 TEL
414.297.4900 FAX
www.foleylardner.com
July 25, 2003
CLIENT/MATTER NUMBER
033376-0109
Johnson Outdoors Inc.
555 Main Street
Racine, Wisconsin 53403
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 600,000 shares of the
Company's Class A Common Stock, par value $0.05 per share (the "Class A Common
Stock"), that may be issued pursuant to the Johnson Outdoors Inc. 2000 Long-Term
Stock Incentive Plan (the "2000 Plan").
As counsel to the Company, we have examined: (i) the Registration
Statement; (ii) the 2000 Plan and related documents; (iii) resolutions of the
Board of Directors of the Company relating to the 2000 Plan and the issuance of
Class A Common Stock pursuant thereto; (iv) the Company's Restated Articles of
Incorporation and Bylaws, as amended to date; and (v) such other corporate
proceedings, documents and records as we have deemed necessary or appropriate 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 shares of Class A Common Stock that are subject to the Registration
Statement, when issued and paid for in the manner provided in the 2000 Plan,
will be validly issued, fully paid and nonassessable and no personal liability
will attach to the ownership thereof, except with respect to wage claims of
employees of the Company for services performed not to exceed six months'
service in any one case, as provided in Section 180.0622(2)(b) of the Wisconsin
Business Corporation Law.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to 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
BRUSSELS DETROIT MILWAUKEE SAN DIEGO TAMPA
CHICAGO JACKSONVILLE ORLANDO SAN DIEGO/DEL MAR WASHINGTON, D.C.
DENVER LOS ANGELES SACRAMENTO SAN FRANCISCO WEST PALM BEACH
MADISON TALLAHASSEE
Exhibit (23.1)
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 statements of operations, shareholders' equity, and cash flows
for the year ended September 29, 2000, which report appears in the 2002 Annual
Report on Form 10-K of Johnson Outdoors Inc.
KPMG LLP
/s/ KPMG LLP
Milwaukee, Wisconsin
July 24, 2003
Exhibit (23.2)
Note Regarding Consent of Arthur Andersen LLP
---------------------------------------------
Johnson Outdoors Inc., a Wisconsin corporation (the "Company"), has
incorporated by reference into this Registration Statement on Form S-8 (this
"Registration Statement") its consolidated financial statements for the year
ended September 28, 2001 (the "2001 Financial Statements") in reliance on the
report of Arthur Andersen LLP ("Andersen"), independent public accountants,
respecting the 2001 Financial Statements, which was given on the authority of
Andersen as experts in auditing and accounting. Andersen has not consented to
the inclusion of their report in this Registration Statement, and the Company
has dispensed with the requirement to file Andersen's consent in reliance on
Rule 437a under the Securities Act of 1933, as amended (the "Securities Act").
Andersen's failure to deliver its consent may limit recovery by purchasers of
securities under this Registration Statement on certain claims. In particular,
and without limitation, Andersen's failure to deliver its consent limits the
ability of a purchaser of securities under this Registration Statement to sue
Andersen under Section 11(a)(4) of the Securities Act for any untrue statements
of a material fact contained in the 2001 Financial Statements or any omissions
of a material fact required to be stated in the 2001 Financial Statements.
Exhibit (23.3)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement (Form S-8)
pertaining to the Johnson Outdoors Inc. 2000 Long-Term Stock Incentive Plan of
Johnson Outdoors Inc. and to the incorporation by reference therein of our
report dated November 8, 2002, with respect to the 2002 consolidated financial
statements of Johnson Outdoors Inc. included in its Annual Report (Form 10-K)
for the year ended September 27, 2002, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Milwaukee, Wisconsin
July 21, 2003
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Thomas F. Pyle, Jr.
hereby constitute and appoint Helen P. Johnson-Leipold and Paul A. Lehmann, and
each of them individually, my true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for me and in my name, place and
stead, in any and all capacities, to sign my name as a director of Johnson
Outdoors Inc., a Wisconsin corporation (the "Company"), to the Registration
Statement on Form S-8, and any amendments or supplements thereto, relating to
the registration of shares of the Company's Class A Common Stock, par value
$0.05 per share (the "Shares"), issuable under the Johnson Outdoors Inc. 2000
Long-Term Stock Incentive Plan (the "Plan"), and to file the Plan, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission in connection with the registration of the
Shares under the Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents, or
each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 28th day of February, 2003.
/s/ Thomas F. Pyle, Jr.
----------------------------------
Thomas F. Pyle, Jr.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Samuel C. Johnson
hereby constitute and appoint Helen P. Johnson-Leipold and Paul A. Lehmann, and
each of them individually, my true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for me and in my name, place and
stead, in any and all capacities, to sign my name as a director of Johnson
Outdoors Inc., a Wisconsin corporation (the "Company"), to the Registration
Statement on Form S-8, and any amendments or supplements thereto, relating to
the registration of shares of the Company's Class A Common Stock, par value
$0.05 per share (the "Shares"), issuable under the Johnson Outdoors Inc. 2000
Long-Term Stock Incentive Plan (the "Plan"), and to file the Plan, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission in connection with the registration of the
Shares under the Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents, or
each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 28th day of February, 2003.
/s/ Samuel C. Johnson
----------------------------------
Samuel C. Johnson
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Gregory E. Lawton
hereby constitute and appoint Helen P. Johnson-Leipold and Paul A. Lehmann, and
each of them individually, my true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for me and in my name, place and
stead, in any and all capacities, to sign my name as a director of Johnson
Outdoors Inc., a Wisconsin corporation (the "Company"), to the Registration
Statement on Form S-8, and any amendments or supplements thereto, relating to
the registration of shares of the Company's Class A Common Stock, par value
$0.05 per share (the "Shares"), issuable under the Johnson Outdoors Inc. 2000
Long-Term Stock Incentive Plan (the "Plan"), and to file the Plan, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission in connection with the registration of the
Shares under the Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents, or
each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 28th day of February, 2003.
/s/ Gregory E. Lawton
----------------------------------
Gregory E. Lawton
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Terry E. London
hereby constitute and appoint Helen P. Johnson-Leipold and Paul A. Lehmann, and
each of them individually, my true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for me and in my name, place and
stead, in any and all capacities, to sign my name as a director of Johnson
Outdoors Inc., a Wisconsin corporation (the "Company"), to the Registration
Statement on Form S-8, and any amendments or supplements thereto, relating to
the registration of shares of the Company's Class A Common Stock, par value
$0.05 per share (the "Shares"), issuable under the Johnson Outdoors Inc. 2000
Long-Term Stock Incentive Plan (the "Plan"), and to file the Plan, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission in connection with the registration of the
Shares under the Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents, or
each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 28th day of February, 2003.
/s/ Terry E. London
----------------------------------
Terry E. London
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
John M. Fahey, Jr.
hereby constitute and appoint Helen P. Johnson-Leipold and Paul A. Lehmann, and
each of them individually, my true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for me and in my name, place and
stead, in any and all capacities, to sign my name as a director of Johnson
Outdoors Inc., a Wisconsin corporation (the "Company"), to the Registration
Statement on Form S-8, and any amendments or supplements thereto, relating to
the registration of shares of the Company's Class A Common Stock, par value
$0.05 per share (the "Shares"), issuable under the Johnson Outdoors Inc. 2000
Long-Term Stock Incentive Plan (the "Plan"), and to file the Plan, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission in connection with the registration of the
Shares under the Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents, or
each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 24th day of July, 2003.
/s/ John M. Fahey, Jr.
----------------------------------
John M. Fahey, Jr.