As filed with the Securities and Exchange Commission on May 8, 2026
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. 2020 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:
Eric P. Hagemeier, 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, a smaller reporting company or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 ☒
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities Act. ☐
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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This Registration Statement has been filed to register 400,000 additional shares of the Registrant’s Class A Common Stock, par value $0.05 per share, made available under the Johnson Outdoors Inc. 2020
Long-Term Stock Incentive Plan by reason of an amendment thereto approved by the shareholders of the Registrant. Pursuant to General Instruction E to Form S-8, the contents of the Registrant’s earlier Registration Statement on Form S-8 (Registration No. 333-238004) effective May 5, 2020 are incorporated by reference and made a part hereof.
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Item 8.
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Exhibits.
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The Exhibit Index shown below is incorporated herein by reference as the list of exhibits required as part of this Registration Statement.
EXHIBIT INDEX
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Articles of Incorporation of the Company as amended through February 17, 2000. (Filed as Exhibit 3.1(a) to the Company’s Form 10-Q for the quarter ended March 31,
2000 and incorporated herein by reference.)
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Bylaws of the Company as amended and restated through December 6, 2010. (Filed as Exhibit 3.2 to the Company’s Form 10-K for the year ended October 1, 2010 and incorporated herein by reference.)
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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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Consent of RSM US LLP. *
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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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Johnson Outdoors Inc. 2020 Long-Term Stock Incentive Plan (Filed as Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 9,
2026 and incorporated herein by reference.)
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Filing Fee Table. *
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* Filed herewith.
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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 May 8, 2026.
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JOHNSON OUTDOORS INC.
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BY
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/s/ Helen P. Johnson-Leipold | ||
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Helen P. Johnson-Leipold, Chairman and
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Chief Executive Officer
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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 attorneys-in-fact and agents 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
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Chairman of the Board, Chief Executive
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May 8, 2026
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| Helen P. Johnson-Leipold | Officer and Director (Principal Executive Officer) | ||
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/s/ David W. Johnson
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Vice President and Chief Financial |
May 8, 2026
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| David W. Johnson | Officer (Principal Financial and Accounting Officer) | ||
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/s/ John M. Fahey, Jr.
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Vice Chairman of the Board and Director
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May 8, 2026 | |
| John M. Fahey, Jr. | |||
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/s/ Paul G. Alexander
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Director
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May 8, 2026 | |
| Paul G. Alexander | |||
| /s/ Katherine Button Bell | Director | May 8, 2026 | |
| Katherine Button Bell | |||
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/s/ Edward F. Lang, III
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Director | May 8, 2026 | |
| Edward F. Lang, III | |||
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/s/ Edward Stevens
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Director | May 8, 2026 | |
| Edward Stevens | |||
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/s/ Richard Sheahan
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Director | May 8, 2026 | |
| Richard (“Casey”) Sheahan | |||
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/s/ Jeffrey M. Stutz
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Director
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May 8, 2026
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| Jeffrey M. Stutz | |||
| /s/ Liliann Annie Zipfel |
Director
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May 8, 2026
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Liliann Annie Zipfel
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Exhibit 5.1
REINHART BOERNER VAN DEUREN s.c.
1000 North Water Street
Milwaukee, WI 53202
May 8, 2026
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 an additional 400,000 shares of Company Class A common stock, $.05 par
value per share (the “Shares”), pursuant to the provisions of the Johnson Outdoors Inc. 2020 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, and any amendments thereto, 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.
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.
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Yours very truly,
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REINHART BOERNER VAN DEUREN s.c.
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BY /s/ Eric P. Hagemeier
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Eric P. Hagemeier | |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Johnson Outdoors Inc. of our report dated December 12, 2025, relating to the
consolidated financial statements and the effectiveness of internal control over financial reporting of Johnson Outdoors Inc., appearing in the Annual Report on Form 10-K of Johnson Outdoors Inc. for the year ended October 3, 2025.
/s/ RSM US LLP
Milwaukee, Wisconsin
May 8, 2026
Exhibit 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| | | | $ | $ | $ | $ | |
| Total Offering Amounts | $ | $ | |||||
| Total Fee Offsets | $ | ||||||
| Net Fee Due | $ | ||||||
| (1) | 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 Common Stock which become issuable under
the Johnson Outdoors Inc. 2020 Long-Term Stock Incentive Plan (the “Plan”) by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of 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 $52.865 as the average of the high and low prices of the Common Stock as reported on May 1, 2026 on the NASDAQ Global Market SM for the offering price per share, in accordance with Rules 457(c) and (h) under the Securities Act. The actual offering price will be determined in accordance with the terms of the Plan.
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