Delaware | 95-4376145 | |||
(State or Other Jurisdiction of | (I.R.S. Employer | |||
Incorporation Or organization) | Identification Number) | |||
228 Manhattan Beach Boulevard | ||||
Manhattan Beach, California | 90266 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Proposed | Proposed | |||||||||||||||
maximum | maximum | |||||||||||||||
Amount to be | offering price | aggregate | Amount of | |||||||||||||
Title of securities to be registered | registered(1) | per share(2) | offering price(2) | registration fee | ||||||||||||
Class A Common Stock, $.001 par value
|
3,000,000 | $22.62 | $67,860,000 | $7,262 | ||||||||||||
(1) | 5,215,154 shares of Class A Common Stock were registered on September 13, 1999 and 3,000,000 shares of Class A Common Stock were registered on October 5, 2001, for which registration fees were previously paid. The foregoing fee is for the registration of the additional 3,000,000 shares of Class A Common Stock covered by this Registration Statement. This Registration Statement shall also cover an indeterminate number of shares of Class A Common Stock that may be issuable by reason of any stock dividend, stock split, recapitalization or other similar transactions pursuant to Rule 416 of the Securities Act of 1933, as amended. | |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee, and based upon the average of the high and low prices of the Class A Common Stock as reported on the New York Stock Exchange on June 14, 2006, pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. |
PART II | ||||||||
Item 8. Exhibits | ||||||||
SIGNATURES | ||||||||
INDEX TO EXHIBITS | ||||||||
Exhibit 4.5 | ||||||||
Exhibit 5.1 | ||||||||
Exhibit 23.1 |
(a) | Our Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC on March 16, 2006; | ||
(b) | Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 filed with the SEC on May 10, 2006; | ||
(c) | Our Current Reports on Form 8-K filed with the SEC on January 4, 2006, February 14, 2006, February 22, 2006, April 26, 2006 and June 6, 2006; | ||
(d) | Our Definitive Proxy Statement filed with the SEC on May 1, 2006; and | ||
(e) | The description of the Common Stock contained in Registrants Registration Statement on Form 8-A filed with the SEC on August 20, 1998, as amended by its Form 8-A/A filed with the SEC on May 3, 1999, including any amendment or report filed for the purpose of updating such description. |
2
Exhibit | ||
Numbers | Description | |
4.1
|
Amended and Restated 1998 Stock Option, Deferred Stock and Restricted Stock Plan.(1) | |
4.2
|
Form of Stock Option Agreement for the 1998 Stock Option, Deferred Stock and Restricted Stock Plan.(2) | |
4.3
|
Form of Deferred Stock and Restricted Stock Agreement for the 1998 Stock Option, Deferred Stock and Restricted Stock Plan.(3) | |
4.4
|
Amendment No. 1 to Amended and Restated 1998 Stock Option, Deferred Stock and Restricted Stock Plan.(4) | |
4.5
|
Amendment No. 2 to Amended and Restated 1998 Stock Option, Deferred Stock and Restricted Stock Plan. | |
5.1
|
Opinion of Kirkpatrick & Lockhart Nicholson Graham LLP as to the validity of the securities being registered. | |
23.1
|
Consent of KPMG LLP. | |
23.2
|
Consent of Kirkpatrick & Lockhart Nicholson Graham LLP (contained in Exhibit 5.1). |
(1) | Incorporated by reference to Exhibit 10.1 of the Registrants Registration Statement on Form S-1 (File No. 333-60065) as filed with the SEC on July 29, 1998. | |
(2) | Incorporated by reference to Exhibit 10.2 of Registrants Registration Statement on Form S-8 (File No. 333-87011) as filed with the SEC on September 13, 1999. | |
(3) | Incorporated by reference to Exhibit 10.3 of Registrants Registration Statement on Form S-8 (File No. 333-87011) as filed with the SEC on September 13, 1999. | |
(4) | Incorporated by reference to Exhibit 4.4 of Registrants Registration Statement on Form S-8 (File No. 333-71114) as filed with the SEC on October 5, 2001. |
3
SKECHERS U.S.A., INC. | ||||
By: | /s/ ROBERT GREENBERG | |||
Robert Greenberg | ||||
Chairman of the Board and | ||||
Chief Executive Officer |
Signature | Title | Date | ||
/s/ ROBERT GREENBERG
|
Chairman of the Board and Chief Executive
Officer (Principal Executive Officer) |
June 15, 2006 | ||
/s/ MICHAEL GREENBERG
|
President and Director | June 15, 2006 | ||
/s/ DAVID WEINBERG
|
Executive Vice President, Chief Operating Officer and Director | June 15, 2006 | ||
/s/ FREDERICK
SCHNEIDER
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
June 15, 2006 | ||
/s/ JEFFREY GREENBERG
|
Director | June 15, 2006 | ||
/s/ MORTON D. ERLICH
|
Director | June 15, 2006 | ||
/s/ GEYER KOSINSKI
|
Director | June 15, 2006 | ||
/s/ RICHARD SISKIND
|
Director | June 15, 2006 |
4
Exhibit | ||
Numbers | Description | |
4.1
|
Amended and Restated 1998 Stock Option, Deferred Stock and Restricted Stock Plan.(1) | |
4.2
|
Form of Stock Option Agreement for the 1998 Stock Option, Deferred Stock and Restricted Stock Plan.(2) | |
4.3
|
Form of Deferred Stock and Restricted Stock Agreement for the 1998 Stock Option, Deferred Stock and Restricted Stock Plan.(3) | |
4.4
|
Amendment No. 1 to Amended and Restated 1998 Stock Option, Deferred Stock and Restricted Stock Plan.(4) | |
4.5
|
Amendment No. 2 to Amended and Restated 1998 Stock Option, Deferred Stock and Restricted Stock Plan. | |
5.1
|
Opinion of Kirkpatrick & Lockhart Nicholson Graham LLP as to the validity of the securities being registered. | |
23.1
|
Consent of KPMG LLP. | |
23.2
|
Consent of Kirkpatrick & Lockhart Nicholson Graham LLP (contained in Exhibit 5.1). |
(1) | Incorporated by reference to Exhibit 10.1 of the Registrants Registration Statement on Form S-1 (File No. 333-60065) as filed with the SEC on July 29, 1998. | |
(2) | Incorporated by reference to Exhibit 10.2 of Registrants Registration Statement on Form S-8 (File No. 333-87011) as filed with the SEC on September 13, 1999. | |
(3) | Incorporated by reference to Exhibit 10.3 of Registrants Registration Statement on Form S-8 (File No. 333-87011) as filed with the SEC on September 13, 1999. | |
(4) | Incorporated by reference to Exhibit 4.4 of Registrants Registration Statement on Form S-8 (File No. 333-71114) as filed with the SEC on October 5, 2001. |