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Registration No. 33-_______
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
JOHNSON WORLDWIDE ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1536083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 Main Street 53403
Racine, Wisconsin (Zip Code)
(Address of principal executive offices)
Johnson Worldwide Associates, Inc. 1994 Non-Employee Director Stock
Ownership Plan
(Full title of the plan)
John D. Crabb Copy to:
President and Chief Operating Officer
Johnson Worldwide Associates, Inc. Benjamin F. Garmer, III
222 Main Street Foley & Lardner
Racine, Wisconsin 53403 777 East Wisconsin Avenue
(Name, address and telephone number, Milwaukee, Wisconsin 53202
including area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities Amount Offering Aggregate Regis-
to be to be Price Offering tration
Registered Registered Per Share Price Fee
Class A
Common 50,000
Stock, shares $24.125(1) $1,206,250(1) $415.92
$.05 par
value
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
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 NASDAQ on January 25, 1994.
_________________________________
Page 1 of __ Pages
The Exhibit Index is on page __ of the sequentially numbered pages.
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 as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by Johnson
Worldwide Associates, Inc. (the "Company") with the Commission and are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
October 1, 1993, which includes certified financial statements as of and
for the year ended October 1, 1993.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since October 1, 1993.
(c) The description of the Company's capital stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, filed
September 25, 1987 with the Securities and Exchange 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 and 15(d) of the Exchange Act after the date of
filing of this Registration Statement and prior to such time as the
Company files a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
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 By-laws, 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 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. It should be noted that the
Wisconsin Business Corporation Law specifically states that it is the
public 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 as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled.
In 1987, the Company entered into individual indemnity
agreements with certain of its directors and officers. Such agreements
generally expand the indemnification rights of such directors and officers
beyond the current provisions of the Wisconsin Business Corporation Law
and Article Ten of the Company's By-Laws. Generally, the agreements state
that the director or officer who is a party thereto shall be indemnified
against expenses, amounts paid in settlement and judgments, fines,
penalties and/or other amounts incurred with respect to any threatened,
pending or completed proceeding (including, without limitation,
proceedings brought under and/or predicated upon the Securities Act of
1933 and/or the Securities Exchange Act of 1934); provided that such
indemnification is not available with respect to (i) acts or omissions to
act of such director or officer finally adjudicated to have been in bad
faith or to involve intentional misconduct or knowing violation of law;
(ii) the recovery of remuneration paid to or other personal benefits
received by such director or officer from the Company or its affiliates,
the receipt of which shall be finally adjudicated to have been in
violation of applicable law; or (iii) the recovery of profits pursuant to
Section 16(b) of the Securities Exchange Act of 1934 made by such officer
or director from a purchase and sale of securities of the Company. In
addition, the Company is not liable for indemnification of settlement
amounts unless it has consented in writing to such settlement.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4) Johnson Worldwide Associates, Inc. 1994 Non-
Employee Director Stock Ownership Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG Peat Marwick
(23.2) 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)
Item 9. Undertakings.
(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 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.
(2) 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 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 of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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.
SIGNATURES
The Registrant. 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, and
State of Wisconsin, on this 27th day of January, 1994.
JOHNSON WORLDWIDE ASSOCIATES,
INC.
By: /s/ JOHN D. CRABB
John D. Crabb
President and Chief Operating
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, 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 John D. Crabb and John G. Cahill,
and each of them individually, his or her true and lawful attorney-in-fact
and agent, 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
/s/ John D. Crabb President, Chief January 27, 1994
John D. Crabb Operating Officer
and Director
(Principal Executive
Officer)
/s/ John G. Cahill Vice President, January 27, 1994
John G. Cahill Chief Financial
Officer, Secretary
and Treasurer (Chief
Financial Officer
and Principal
Accounting Officer)
/s/ Samuel C. Johnson Director January 27, 1994
Samuel C. Johnson
/s/ Raymond F. Farley Director January 27, 1994
Raymond F. Farley
/s/ Thomas F. Pyle, Jr. Director January 27, 1994
Thomas F. Pyle, Jr.
_______________________ Director January __, 1994
Donald W. Brinckman
/s/ Helen P. Johnson-Leipold Director January 27, 1994
Helen P. Johnson-Leipold
EXHIBIT INDEX
JOHNSON WORLDWIDE ASSOCIATES, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN
Page Number in
Sequentially
Numbered
Registration
Exhibit No. Exhibit Statement
(4) Johnson Worldwide Associates,
Inc. 1994 Non-Employee Director
Stock Ownership Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG Peat Marwick
(23.2) 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)
Exhibit 4
Johnson Worldwide Associates, Inc.
1994 Non-Employee Director Stock Ownership Plan
Section 1: Purpose
The purpose of the Johnson Worldwide Associates, Inc. 1994 Non-Employee
Director Stock Ownership Plan (the "Plan") is to promote the long-term
growth and financial success of Johnson Worldwide Associates, Inc. (the
"Company") by attracting and retaining non-employee directors of
outstanding ability and assisting the Company in promoting a greater
identity of interest between the Company's non-employee directors and its
shareholders.
Section 2: Definitions
As used in the Plan, the following terms have the respective meanings set
forth below:
(a) Award means any Stock Option or Stock Award granted under the Plan.
(b) Board means the Company's Board of Directors.
(c) Common Stock means the Class A Common Stock, $.05 par value, of the
Company.
(d) Company means Johnson Worldwide Associates, Inc., a corporation
established under the laws of the State of Wisconsin, and any entity
that is directly or indirectly controlled by the Company or any
entity in which the Company has a significant interest as determined
by the Board.
(e) Fair Market Value means the fair market value of the Common Stock
determined by such methods or procedures as shall be established from
time to time by the Board; provided, however, that the Fair Market
Value shall not be less than the par value of the Common Stock; and
provided further, that so long as the Common Stock is traded on a
public market, Fair Market Value means the average of the high and
low prices of a share of Common Stock in the over-the-counter market
on the trading date preceding the specified date, as reported by the
NASDAQ National Market System (or if no sales occurred on such date,
the last preceding date on which sales occurred); provided, however,
that if the principal market for the Common Stock is then a national
securities exchange, the Fair Market Value shall be the average of
the high and low prices of a share of Common Stock on the principal
securities exchange on which the Common Stock is traded on the
trading date preceding the specified date (or if no sales occurred on
such date, the last preceding date on which sales occurred).
(f) 1934 Act means the Securities Exchange Act of 1934, as amended from
time to time.
(g) Participant means a Director of the Board who is not an employee of
the Company.
(h) Shares means shares of Common Stock of the Company.
(i) Stock Award means an award to a Participant comprised of Shares
granted under Section 6(b) of the Plan.
(j) Stock Option means an award in the form of the right to purchase a
specified number of Shares at a specified price during a specified
period granted under Section 6(a) of the Plan.
Section 3: Effective Dates
The Plan shall be in effect as of January 27, 1994, subject, however, to
the approval of the Plan by the shareholders of the Company. No Awards
may be made under the Plan after January 27, 2004 or earlier termination
of the Plan by the Board.
Section 4: Plan Operation
The Plan is intended to meet the requirements of Rule 16b-3(c)(2)(ii)
adopted under the 1934 Act and accordingly is intended to be self-
governing. To this end the Plan requires no discretionary action by any
administrative body with regard to any transaction under the Plan. To
this extent, if any, that any questions of interpretation arise, these
shall be resolved by the Board.
Section 5: Stock Available for Awards
(a) Common Shares Available. The maximum number of Shares available for
Awards under the Plan may not exceed 50,000 shares of Common Stock of
the Company.
(b) Adjustments and Reorganizations. The Board, as it deems appropriate
to meet the intent of the Plan, may make such adjustments to (i) the
number of Shares available under the Plan and which thereafter may be
made the subject of Awards under the Plan, and (ii) the number and
type and exercise price of Shares subject to outstanding Stock
Options, provided any such adjustments are consistent with the effect
on other shareholders arising from any corporate restructuring
action. Such actions may include, but are not limited to, any stock
dividend, stock split, combination or exchange of shares, merger,
consolidation, spin-off, recapitalization, or other distributions
(other than normal cash dividends) of Company assets to shareholders,
or any other change affecting Shares. The Board may also make such
similar appropriate adjustments in the calculation of Fair Market
Value as it deems necessary to preserve the Participants' rights
under the Plan. Notwithstanding the foregoing, (x) Stock Options
subject to grant or previously granted under the Plan at the time of
any event described above shall be subject to only such adjustment as
shall be necessary to maintain the proportionate interest of the
Participant and preserve, without exceeding, the value of such Stock
Options, and (y) the number of Shares subject to Stock Awards under
the Plan at the time of any event described above shall be subject to
only such adjustment as shall be necessary to maintain the relative
proportionate interest represented by such Shares immediately prior
to any such event.
(c) Common Stock Usage. If, after the effective date of the Plan, any
Shares covered by an Award granted under the Plan, or to which any
Award relates, are forfeited or if an Award otherwise terminates,
expires or is cancelled prior to the delivery of all of the Shares or
of other consideration issuable or payable pursuant to such Award and
if such forfeiture, termination, expiration or cancellation occurs
prior to the payment of dividends or the exercise by the holder of
other indicia of ownership of the Shares to which the Award relates,
then the number of Shares counted against the number of Shares
available under the Plan in connection with the grant of such Award,
to the extent of any such forfeiture, termination, expiration or
cancellation, shall again be available for granting of additional
Awards under the Plan.
Section 6: Awards
(a) Stock Options. By and simultaneous with the approval of the Plan by
the shareholders of the Company, each Participant at such time shall
automatically be granted a non-qualified stock option to purchase
5,000 Shares of Common Stock. Thereafter, on the date on which a
Participant, other than a Participant who was serving as a Director
of the Company on the date of shareholder approval, is first elected
or appointed as a Director of the Company during the existence of the
Plan, such Participant shall automatically be granted a non-qualified
stock option to purchase 5,000 Shares of Common Stock. The option
exercise price shall be the Fair Market Value of a Share of Common
Stock on the date of the grant which shall be payable at the time of
exercise in cash, previously acquired Shares of Common Stock valued
at their Fair Market Value or such other forms or combinations of
forms as the Board may approve. Each option shall have a term of ten
years and shall become fully exercisable one year following the date
on which it is granted.
(b) Stock Awards. Commencing with the 1994 annual meeting of
shareholders, the Company shall issue to each Participant 500 Shares
of Common Stock on the first business day following each annual
meeting of shareholders until the Plan is terminated or amended.
Section 7: General Provisions Applicable to Awards
(a) Non-Transferability of Stock Options. Options granted under Section
6(a) hereof may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or under
the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined in the Internal Revenue Code.
The designation of a beneficiary shall not constitute a transfer. An
option may be exercised, during the lifetime of the Participant, only
by such Participant or his legal representative.
(b) Non-Transferability of Stock Awards. Shares awarded under Section
6(b) hereof shall not be assignable, alienable, saleable or otherwise
transferable by the respective Participant until such Participant
ceases for any reason to serve on the Board. Notwithstanding the
preceding sentence, the following transfers or other dispositions
will not be deemed to be a violation of the transfer restrictions set
forth herein:
A gift or other transfer of Shares issued to (i) any trust
or other estate in which such Participant has a substantial
beneficial interest or as to which such Participant serves as a
trustee or in a similar capacity or (ii) any relative or spouse
of such Participant, or any relative of such spouse, who has the
same home as the Participant which in either case would not
change the Participant's beneficial ownership of those Shares
for purposes of reporting under Section 16(a) of the 1934 Act;
provided, that any Shares transferred by gift or otherwise
pursuant to this subparagraph will continue to be subject to the
non-transfer restrictions of this Section though such Shares are
held by the Participant.
(c) Termination of Directorship. If for any reason a Participant ceases
to be a Director of the Company one year or more after the Director's
initial election or appointment to the Board while holding an option
granted under the Plan, such option shall continue to be exercisable
for a period of three years after such termination or the remainder
of the option term, whichever is shorter. If for any reason other
than death a Participant ceases to be a Director of the Company
within one year of the Director's initial election or appointment to
the Board, the option granted under the Plan and held by the Director
shall be cancelled as of the date of such termination. In the event
a Participant dies within one year of initial election or appointment
to the Board, the option granted under the Plan shall be exercisable
by will or in accordance with the laws of descent and distribution
for a period of three years following the date of death.
(d) Documentation of Grants. Awards made under the Plan shall be
evidenced by written agreements or such other appropriate
documentation as the Board shall prescribe. The Board need not
require the execution of any instrument or acknowledgment of notice
of an Award under the Plan, in which case acceptance of such Award by
the respective Participant will constitute agreement to the terms of
the Award.
(e) Plan Amendment. The Board may suspend or terminate the Plan or any
portion of the Plan at any time. The Board may also amend the Plan
if deemed to be in the best interests of the Company and its
shareholders; provided, however, that (i) no such amendment may
impair any Participant's right regarding any outstanding grants,
elections or other right to receive Shares under the Plan without his
or her consent, and (ii) the Plan may not be amended more than once
every six months, unless such amendment is permitted by Rule 16b-
3(c)(2)(ii)(B) under the 1934 Act.
(f) Governing Law. The validity, construction and effect of the Plan and
any such actions taken under or relating to the Plan shall be
determined in accordance with the laws of the State of Wisconsin and
applicable federal law.
December 2, 1993
January 28, 1994
Johnson Worldwide Associates, Inc.
222 Main Street
Racine, Wisconsin 53403
Ladies and Gentlemen:
We have acted as counsel for Johnson Worldwide Associates, Inc.,
a Wisconsin corporation (the "Company"), in connection with the
preparation of a Form S-8 Registration Statement (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 50,000 shares of the Company's Class A Common Stock,
$.05 par value per share (the "Class A Common Stock"), that may be issued
pursuant to the Johnson Worldwide Associates, Inc. 1994 Non-Employee
Director Stock Ownership Plan (the "Plan").
In this regard, we have examined: (a) the Plan; (b) signed
copies of the Registration Statement; (c) the Company's Articles of
Incorporation and Bylaws, as amended to date; (d) resolutions of the
Company's Board of Directors relating to the Plan; and (e) such other
documents and records as we have deemed necessary to enable us to render
this opinion.
Based upon 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, when issued by the
Company in the manner contemplated in the Plan, will be validly issued,
fully paid and nonassessable, except as otherwise provided by Section
180.0622(2)(b) of the Wisconsin Statutes.
We consent to the use 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 Securities Act or
within the category of persons whose consent is required by Section 7 of
said Act.
Very truly yours,
FOLEY & LARDNER
Exhibit 23.2
The Board of Directors
Johnson Worldwide Associates, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of Johnson Worldwide Associates, Inc. of our reports dated
November 11, 1993, relating to the consolidated balance sheets of Johnson
Worldwide Associates, Inc. and subsidiaries as of October 1, 1993 and
October 2, 1992, and the related consolidated statements of operations,
shareholders' equity and cash flows and related schedules for each of the
years in the three year period ended October 1, 1993, which reports appear
in the 1993 annual report on Form 10-K of Johnson Worldwide Associates,
Inc.
KPMG PEAT MARWICK
Milwaukee, Wisconsin
January 28, 1994