As filed with the Securities and Exchange Commission on April 30, 2010
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JOHNSON OUTDOORS INC.
(Exact name of registrant as specified in its charter)
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Wisconsin
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39-1536083
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(State or other jurisdiction of Incorporation or organization)
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(I.R.S. Employer Identification No.)
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555 Main Street
Racine, Wisconsin
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53403
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(Address of principal executive offices)
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(Zip Code)
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JOHNSON OUTDOORS INC. 2010 LONG-TERM STOCK INCENTIVE PLAN
(Full title of the plan)
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Helen P. Johnson-Leipold
Chairman and Chief Executive Officer
Johnson Outdoors Inc.
555 Main Street
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Copy to:
James M. Bedore, Esq.
Reinhart Boerner Van Deuren s.c.
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Racine, Wisconsin 53403
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1000 North Water Street
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(Name and address of agent for service)
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Suite 1700
Milwaukee, Wisconsin 53202
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262-631-6600
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414-298-1000
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(Telephone number, including area code of agent for service)
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Indicate by check mark whether the restraint is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer (Do not check if a smaller reporting company) ¨
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Smaller reporting company x
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1
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount to be
Registered
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Proposed maximum
offering price
per share
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Proposed maximum
aggregate offering
price
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Amount of
Registration
fee
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Class A Common
Stock, $0.05 par value
per share
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1,000,000 shares (1)
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$11.255 (2)
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$11,255,000 (2)
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$802.48 (2)
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers any additional shares of Class A Common Stock which become issuable under the Johnson Outdoors Inc. 2010 Long-Term Stock Incentive Plan (the "Plan") by reason of any stock dividend, stock split, recapitalization or any similar transaction effected without the receipt of any consideration by Johnson Outdoors Inc. (the "Registrant") which results in an increase in the number of the outstanding shares of the Registrant's Class A Common Stock.
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(2)
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For the purpose of computing the registration fee, the Registrant has used $11.255 as the average of the high and low prices of the Class A Common Stock as reported on April 26, 2010 on the NASDAQ Global Market for the offering price per share, in accordance with Rules 457(c) and (h). The actual offering price will be determined in accordance with the terms of the Plan.
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PART II - INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended October 2, 2009.
(b) All other reports filed by the Registrant pursuant to section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in paragraph (a) above.
(c) The description of the Registrant's Common Stock contained in the registration statement filed pursuant to section 12 of the Exchange Act and all amendments thereto or reports filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant pursuant to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's directors and officers are entitled to certain statutory rights to be indemnified by the Registrant against certain liabilities and expenses, provided the director or officer is either successful in the defense of such litigation or is otherwise determined not to have engaged in willful misconduct, knowingly violated a criminal law, failed to deal fairly with the Registrant or its shareholders in connection with a matter in which the director or officer had a material conflict of interest or derived an improper personal benefit in the performance of his or her duties to the Registrant.
Article Ten of the Registrant's Amended and Restated By-Laws contains provisions entitling directors and officers of the Registrant to indemnification against certain liabilities and expenses. The Registrant's Amended and Restated By-Laws are incorporated herein by reference in Exhibit 4.3.
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Directors and officers of the Registrant are covered by directors' and officers' liability insurance under which they are insured (subject to certain exceptions and limitations specified in the policy) against expenses and liabilities arising out of proceedings to which they are parties by reason of being or having been directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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4.1
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Articles of Incorporation of the Company.
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4.2
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Amendment to Articles of Incorporation changing the name of the Company.
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4.3
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Amended and Restated By-Laws of the Company.
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5
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Opinion of Reinhart Boerner Van Deuren s.c. as to the legality of the Class A common stock being registered.
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent of Reinhart Boerner Van Deuren s.c. (included in its opinion filed as Exhibit 5 hereto).
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24
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Power of Attorney (included on the signature page hereto).
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Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes as follows:
(a) 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 of 1933.
(ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in 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 the Registration Statement.
(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, 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 the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 of 1933 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 i
n 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.
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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 April 30, 2010.
JOHNSON OUTDOORS INC.
BY /s/ Helen P. Johnson-Leipold
Helen P. Johnson-Leipold, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Helen P. Johnson-Leipold and David W. Johnson, and each of them individually, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution 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 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that either said attorney-in-fact and agent or his or her substitute may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
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Signature
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Title
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Date
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| /s/ Helen P. Johnson-Leipold | Chairman of the Board, Chief | ||
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Helen P. Johnson-Leipold
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Executive Officer and Director
(Principal Executive Officer)
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April 30, 2010
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| /s/David W. Johnson | Vice President and Chief |
April 30, 2010
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David W. Johnson
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Financial Officer (Principal
Financial and Accounting Officer)
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| /s/ Thomas F. Pyle, Jr. | Vice Chairman of the Board |
April 30, 2010
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Thomas F. Pyle, Jr.
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and Director
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| /s/ Terry E. London | Director |
April 30, 2010
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Terry E. London
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| /s/ John M. Fahey, Jr. | Director |
April 30, 2010
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John M. Fahey, Jr.
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| /s/ W. Lee McCollum | Director |
April 30, 2010
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W. Lee McCollum
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| /s/ Edward F. Lang, III | Director |
April 30, 2010
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Edward F. Lang, III
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5
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
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Exhibit
Number
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Description
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Incorporated Herein
by Reference to
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Filed
Herewith
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4.1
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Articles of Incorporation of the Registrant
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Exhibit 3.1(a) to the Registrant's Form 10-Q report for the quarter ended March 31, 2000 filed with the Securities and Exchange Commission on May 15, 2000.
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4.2
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Amendment to the Articles of Incorporation of the Registrant changing the Registrant's name.
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Exhibit 3.1(b) to the Registrant's Form 10-Q report for the quarter ended March 31, 2000 filed with the Securities and Exchange Commission on May 15, 2000.
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4.3
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Amended and Restated By-Laws of the Registrant
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Exhibit 3.2 to the Registrant's Form 10-K report for the year ended October 3, 2008 filed with the Securities and Exchange Commission on January 2, 2009.
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5
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Opinion of Counsel
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X
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23.1
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Consent of Independent Registered Public Accounting Firm
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X
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23.2
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Consent of Counsel
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Contained in Opinion filed as Exhibit 5
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24
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Power of Attorney
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Signature Page to Registration Statement
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6
Exhibit 5
REINHART BOERNER VAN DEUREN s.c.
1000 North Water Street
Milwaukee, WI 53202
April 30, 2010
555 Main Street
Racine, WI 53403
We are providing this opinion in connection with the Registration Statement of Johnson Outdoors Inc., a Wisconsin corporation (the "Company"), on Form S-8 (the "Registration Statement"), filed under the Securities Act of 1933, as amended (the "Act"), with respect to the proposed sale by the Company of up to 1,000,000 shares of Company Class A common stock, $.05 par value per share (the "Shares"), pursuant to the provisions of the Johnson Outdoors Inc. 2010 Long-Term Stock Incentive Plan (the "Plan").
We have examined (1) the Registration Statement; (2) the Company's Articles of Incorporation and Amended and Restated By-Laws, in each case as amended to date; (3) the Plan; (4) the corporate proceedings relating to the adoption of the Plan, the issuance of the Shares and the organization of the Company; and (5) such other documents and records as we have deemed necessary in order to render this opinion. In rendering this opinion, we have relied as to certain factual matters on certificates of officers of the Company and of state officials.
Based upon the foregoing, it is our opinion that the Shares, when issued as and for the consideration contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and nonassessable.
Under former Section 180.0622(2)(b) of the Wisconsin Statutes, shareholders of a Wisconsin corporation could be assessed up to the par value of their shares to satisfy the obligations of such corporation to its employees for services rendered, but not exceeding six months' service in the case of any individual employee. Certain Wisconsin courts interpreted "par value" to mean the full amount paid by the purchaser of shares upon the issuance thereof. Pursuant to 2005 Wisconsin Act 474, Section 180.0622(2)(b) of the Wisconsin Statutes was repealed effective June 14, 2006 and is not applicable to obligations incurred by a Wisconsin corporation on or after such date.
We consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not admit that we are "experts" within the meaning of section 11 of the Act, or that we come within the category of persons whose consent is required by section 7 of the Act.
Yours very truly,
REINHART BOERNER VAN DEUREN s.c.
BY /s/ James M. Bedore
James M. Bedore
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Johnson Outdoors Inc. 2010 Long-Term Stock Incentive Plan of our report dated December 11, 2009, with respect to the consolidated financial statements of Johnson Outdoors Inc. included in its Annual Report (Form 10-K) for the year ended October 2, 2009 filed with the Securities and Exchange Commission.
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/s/ Ernst & Young LLP
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Milwaukee, Wisconsin
April 30, 2010