As filed with the Securities and Exchange Commission on January 7, 2003
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DICK'S SPORTING GOODS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 16-1241537
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
200 INDUSTRY DRIVE, RIDC PARK WEST
PITTSBURGH, PENNSYLVANIA 15275
(Address of Principal Executive Offices)
2002 STOCK PLAN, AS AMENDED
(Full title of the plans)
COPIES OF ALL COMMUNICATIONS TO:
EDWARD W. STACK LEWIS U. DAVIS, JR., ESQUIRE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
DICK'S SPORTING GOODS, INC. ONE OXFORD CENTRE
200 INDUSTRY DRIVE 301 GRANT STREET, 20TH FLOOR
RIDC PARK WEST PITTSBURGH, PENNSYLVANIA 15219-1410
PITTSBURGH, PENNSYLVANIA 15275 (412) 562-8800
(412) 809-0100
(Name and address, including zip code, and
telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) SHARE PRICE FEE
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Common Stock, par value $0.01, to be
issued under the 2002 Stock Plan 1,928,850 $12.00 (2) $ 23,146,200 $ 2,129 (3)
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Common Stock, par value $0.01, to be
issued under the 2002 Stock Plan 33,957 $ 4.33 (2) $ 147,033 $ 13 (3)
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Common Stock, par value $0.01, to be
issued under the 2002 Stock Plan 7,970,193 $19.24 (4) $153,346,513 $14,108 (3)
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Total 9,933,000 $176,639,746 $16,251
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(1) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered by this Registration
Statement changes, the provisions of Rule 416 under the Securities Act shall
apply to this Registration Statement, and this Registration Statement shall be
deemed to cover the additional securities resulting from the split of, or the
dividend on, the securities covered by this Registration Statement.
(2) In accordance with Rule 457(h), such price is the price at which the options
with respect to such shares may be exercised.
(3) Calculated pursuant to Section 6(b) of the Securities Act.
(4) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). Such price, which is the average of the high and low sales
prices for the Common Stock on the New York Stock Exchange on December 31, 2002,
has been determined in accordance with Rule 457(c).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Commission by Dick's
Sporting Goods, Inc., a Delaware corporation (the "Company"), and are
incorporated herein by reference and made a part hereof:
(a) The Company's prospectus covering the offer and sale of shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), filed
with the Securities and Exchange Commission (the "Commission") on October 15,
2002 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), which contains audited financial statements for the Company's
latest fiscal year for which such statements have been filed;
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (Registration No. 001-31463 filed
on September 27, 2002), as amended by Amendment No. 1 on Form 8-A to the
Company's Registration Statement on Form 8-A12B (filed on September 27, 2002),
including any amendments or reports filed for the purpose of updating such
description; and
(c) The Company's latest Quarterly Report on Form 10-Q for the quarter
ended November 2, 2002, as filed with the Commission on December 13, 2002.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered pursuant to this Registration Statement have been sold or that
deregisters all securities then remaining unsold, shall also be deemed to be
incorporated by reference herein and to be a part hereof from the dates 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 of this Registration Statement to the extent that a statement
contained herein or 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 of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware law permits a corporation to adopt a provision in its
certificate of incorporation, and the Company has adopted a provision in its
amended and restated certificate of incorporation, eliminating the personal
liability of a director, but not an officer in his or her capacity as such, to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except that such provision
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shall not limit the liability of a director for (1) any breach of the director's
duty of loyalty to the corporation or its stockholders, (2) acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (3) liability under section 174 of the Delaware General Corporation Law
for unlawful payment of dividends or stock purchases or redemptions, or (4) any
transaction from which the director derived an improper personal benefit.
Under Delaware law, a corporation may indemnify any individual made a
party or threatened to be made a party to any type of proceeding, other than an
action by or in the right of the corporation, because he or she is or was an
officer, director, employee or agent of the corporation or was serving at the
request of the corporation as an officer, director, employee or agent of another
corporation or entity against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such proceeding:
(1) if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation; or
(2) in the case of a criminal proceeding, he or she had no reasonable cause to
believe that his or her conduct was unlawful. A corporation may indemnify any
individual made a party or threatened to be made a party to any threatened,
pending or completed action or suit brought by or in the right of the
corporation because he or she was an officer, director, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other entity,
against expenses actually and reasonably incurred in connection with such action
or suit if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation,
provided that such indemnification will be denied if the individual is found
liable to the corporation unless, in such a case, the court determines the
person is nonetheless entitled to indemnification for such expenses. A
corporation must indemnify a present or former director or officer who
successfully defends himself or herself in a proceeding to which he or she was a
party because he or she was a director or officer of the corporation against
expenses actually and reasonably incurred by him or her. Expenses incurred by an
officer or director, or any employees or agents as deemed appropriate by the
board of directors, in defending civil or criminal proceedings may be paid by
the corporation in advance of the final disposition of such proceedings upon
receipt of an undertaking by or on behalf of such director, officer, employee or
agent to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the corporation. The Delaware law regarding
indemnification and expense advancement is not exclusive of any other rights
which may be granted by the Company's amended and restated certificate of
incorporation or bylaws, a vote of stockholders or disinterested directors,
agreement or otherwise.
Under the Delaware General Corporation Law, termination of any
proceeding by conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that such person is prohibited form
being indemnified.
The Company's amended and restated certificate of incorporation
provides for the indemnification and advancement of expenses to the fullest
extent permitted by law of any individual made, or threatened to be made, a
party to an action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was a director or
officer of the Company or is or was a director or officer of the Company serving
as an officer, director, employee or agent of any other enterprise at the
request of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit No. Description Method of Filing
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3.1 Amended and Restated Certificate of Incorporation Incorporated by reference to
Exhibit 3.1 to the Registrant's
Registration Statement on
Form S-8, File
No. 333-100656 filed on
October 21, 2002
3.2 Amended and Restated Bylaws Incorporated by reference to
Exhibit 3.4 to the Registrant's
Registration Statement on
Form S-1, as amended, File
No. 333-96587 filed on
August 27, 2002
4.1 Registrant's 2002 Stock Plan, as amended Filed herewith
5.1 Opinion of Buchanan Ingersoll Professional Corporation Filed herewith
regarding legality of the securities being registered
23.1 Independent Auditors' Consent Filed herewith
23.2 Consent of Buchanan Ingersoll Professional Corporation (included in its opinion filed
as Exhibit 5.1 hereto)
24.1 Power of Attorney Included on signature page
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ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(a) (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; and
(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 (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant with or
furnished to the Commission 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 purposes 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 therein, 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) That, for purposes of determining any liability under the Securities Act,
each filing of the Company's annual report pursuant to Section 13(a) or 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 therein, 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 Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Pittsburgh, Commonwealth of Pennsylvania, on this 7th
day of January, 2003.
DICK'S SPORTING GOODS, INC.
By: /s/ Edward W. Stack
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Edward W. Stack
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward W. Stack and Michael F. Hines, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his 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
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Edward W. Stack Chairman of the Board, January 7, 2003
------------------------------ Chief Executive Officer and
Edward W. Stack Director
/s/ William J. Colombo President and Director January 7, 2003
------------------------------
William J. Colombo
/s/ Michael F. Hines Chief Administrative Officer and Chief January 7, 2003
------------------------------ Financial Officer (principal financial
Michael F. Hines and accounting officer)
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/s/ David Fuente Director January 7, 2003
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David Fuente
/s/ Walter Rossi Director January 7, 2003
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Walter Rossi
/s/ Lawrence J. Schorr Director January 7, 2003
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Lawrence J. Schorr
Director January 7, 2003
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Steve E. Lebow
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EXHIBIT INDEX
Exhibit No. Description Method of Filing
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3.1 Amended and Restated Certificate of Incorporation Incorporated by reference to
Exhibit 3.1 to the Registrant's
Registration Statement on
Form S-8, File
No. 333-100656 filed on
October 21, 2002
3.2 Amended and Restated Bylaws Incorporated by reference to
Exhibit 3.4 to the Registrant's
Registration Statement on
Form S-1, as amended, File
No. 333-96587 filed on
August 27, 2002
4.1 Registrant's 2002 Stock Plan, as amended Filed herewith
5.1 Opinion of Buchanan Ingersoll Professional Corporation Filed herewith
regarding legality of the securities being registered
23.1 Independent Auditors' Consent Filed herewith
24.1 Power of Attorney Included on signature page
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