The Finish Line, Inc.
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(Exact name of registrant as specified in its charter)
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Indiana
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35-1537210
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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3308 North Mitthoeffer Road
Indianapolis, Indiana 46235
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(317) 899-1022
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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David P. Hooper, Esq.
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, Indiana 46204
(317) 231-7333
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Large accelerated filer þ
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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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Title of each class of securities to be registered
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Amount to be registered(1)
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Proposed maximum offering price per share(2)
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Proposed maximum aggregate offering price(2)
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Amount of registration fee
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Class A Common Stock, $0.01 par value per share
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1,205,950 shares
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$20.40
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$24,601,380
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$2,820
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(1)
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Represents Class A Common Shares that may be sold by the selling shareholders named herein.
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(2)
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Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, and computed pursuant to Rule 457(c) of the Securities Act. The proposed maximum offering price per share and proposed maximum aggregate offering price are calculated on the basis of $20.40, which is the average of the high and low sales prices of the registrant’s Class A Common Shares, as reported on the NASDAQ Global Select Market on July 10, 2012.
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Per Share
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Total
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||||||||||
Price to Public | $ | 20.40 | (1) | $ | 24,601,380 | ||||||
Underwriting Discounts/Commissions | 0.00 | (2) | 0.00 | (2) | |||||||
Proceeds to Selling Shareholders (before expenses (3)) | $ | 20.40 | $ | 24,601,380 | |||||||
__________________________ | |||||||||||
(1) | This is the average of the high and low sale prices of our Class A Shares, as reported on the NASDAQ Global Select Market on July 10, 2012. Class A Shares will be offered by the selling shareholders at prevailing market prices or privately negotiated prices. | ||||||||||
(2) | We have not engaged an underwriter or placement agent to assist with the distribution of the shares offered by this prospectus. | ||||||||||
(3) | We have agreed to bear all expenses associated with registering these securities with the Securities and Exchange Commission, other than direct expenses incurred by the selling shareholders, such as selling commissions, brokerage fees and expenses, and transfer taxes. |
Page No.
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ABOUT THIS PROSPECTUS
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1
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CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION
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1
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PROSPECTUS SUMMARY
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3
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Our Company
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3
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The Offering
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4
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RISK FACTORS
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5
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USE OF PROCEEDS
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5
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SELLING SHAREHOLDERS
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5
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PLAN OF DISTRIBUTION
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11
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LEGAL MATTERS
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12
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EXPERTS
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12
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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12
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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13
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·
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the risks and uncertainties discussed in this prospectus;
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·
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general economic, market, or business conditions;
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·
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changes in interest rates, the cost of funds, and demand for our products;
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·
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changes in our competitive position;
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·
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our ability to manage growth;
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·
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the opportunities that may be presented to and pursued by us;
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·
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competitive actions by other companies;
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·
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changes in laws or regulations;
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·
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changes in the policies of federal or state regulators and agencies; and
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·
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other circumstances, many of which are beyond our control.
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. You should read this summary together with the more detailed information, including our consolidated financial statements and the related notes thereto, incorporated by reference herein. See “Where You Can Find Additional Information” on page 12 for information regarding the documents incorporated by reference herein. In addition, you should carefully consider, among other things, the matters discussed in the section entitled “Risk Factors” on page 5 of this prospectus.
Our Company
The Finish Line, Inc., together with its subsidiaries (collectively the “Company”), is one of the nation’s largest mall-based specialty retailers in the United States and operates two retail divisions under the Finish Line brand (“Finish Line”) and the Running Specialty Group (“Running Specialty”).
Finish Line. Finish Line is a premium retailer of athletic shoes, apparel and accessories. As of July 10, 2012, the Company operated 639 Finish Line stores averaging approximately 5,400 square feet in 47 states. In addition, the Company operates an e-commerce site, www.finishline.com, as well as mobile commerce via m.finishline.com. Finish Line stores generally carry a large selection of men’s, women’s, and kids’ performance and athletic casual shoes, as well as an assortment of apparel and accessories. Brand names offered by Finish Line include Nike, Brand Jordan, Reebok, adidas, Under Armour, Asics, Brooks, New Balance, Mizuno, Lacoste, The North Face, and many others. Footwear accounts for approximately 86% of Finish Line’s net sales. Finish Line’s goal is to be the premium athletic footwear retailer, which is defined by offering the most relevant products from the best brands in an engaging and exciting shopping environment with knowledgeable staff trained to deliver outstanding customer service.
Running Specialty. Running Specialty is a specialty running retailer of precision-fitted running shoes, apparel and accessories. As of July 10, 2012, the Company operated 19 Running Specialty stores in seven states and the District of Columbia. In addition, the Company acquired an internet domain name, www.run.com, which will be used as Running Specialty’s e-commerce site commencing in fiscal year 2013. Running Specialty stores generally carry men’s and women’s performance running shoes, as well as an assortment of performance apparel and accessories. Brand names offered include Nike, Reebok, Mizuno, Saucony, Asics, Brooks, New Balance, adidas, and Puma. Footwear accounts for approximately 50% of Running Specialty’s net sales. Running Specialty stores, which average 3,000 square feet, were acquired by the Company on August 31, 2011, when Running Specialty was an 18-store chain.
The Company’s principal executive offices are located at 3308 N. Mitthoeffer Road, Indianapolis, Indiana 46235, and its telephone number is (317) 899-1022. Information contained in, or accessible through, our websites listed above does not constitute a part of this prospectus. Our common stock is traded on the NASDAQ Global Select Market under the trading symbol “FINL.”
3
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Class A Shares outstanding
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49,588,961(1)
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Class A Shares offered by the selling shareholders
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1,205,950(2)
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Class A Shares outstanding after conversion of Class B Shares
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50,794,911(1), (2)
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Plan of Distribution
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The selling shareholders may offer and sell their shares from time to time in public or private transactions, or both. These sales may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at privately negotiated prices. The selling shareholders may sell their shares through underwriters, broker-dealers, or agents, who may receive compensation in the form of discounts, concessions, or commissions from the selling shareholders, the purchasers of the shares, or both. See “Plan of Distribution” beginning on page 11 of this prospectus.
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Use of proceeds
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The selling shareholders will receive the net proceeds from the sale of Class A Shares. We will receive none of the proceeds from the sale of Class A Shares offered by this prospectus but will pay the expenses of this offering.
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Risk Factors
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See the discussion under the caption “Risk Factors” on page 5 and other information in this prospectus for a discussion of factors you should carefully consider before deciding to invest in Class A Shares.
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Dividend policy
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On April 18, 2012, the Company announced a cash dividend of $0.06 per Class A and Class B Share. The cash dividend was paid on June 18, 2012 to shareholders of record as of June 1, 2012. The Company expects to continue to pay dividends on a quarterly basis and review for increases annually; however, further declarations of dividends remain at the discretion of the Company’s Board of Directors.
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(1)
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Includes all Class A Shares outstanding as of July 10, 2012. Excludes shares issuable upon the exercise of options to purchase Class A Shares.
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(2)
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Includes all 1,205,950 Class B Shares outstanding as of July 10, 2012 which will be converted into Class A Shares as of July 20, 2012.
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As of July 10, 2012
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Class A Shares Beneficially Owned
Before Offering
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Class A Shares Beneficially Owned
After Offering†
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Name of Selling Shareholder
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Shares owned
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% owned(1)
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Number of
Shares Being Sold |
Shares owned
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% owned(1)
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Glenn S. Lyon
Chairman and Chief Executive Officer
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280,531
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(3)
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(2)
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180,890
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99,641
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(2)
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Samuel M. Sato
Finish Line brand President and Chief Merchandising Officer(4)
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135,039
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(5)
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(2)
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67,556
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67,483
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(2)
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Steven J. Schneider
President and Chief Operating Officer
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297,634
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(6)
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(2)
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81,528
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216,106
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(2)
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Edward W. Wilhelm
Executive Vice President,
Chief Financial Officer
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89,429
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(7)
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(2)
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61,549
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27,880
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(2)
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George S. Sanders
Executive Vice President, Real Estate and
Store Development
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290,537
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(8)
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(2)
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30,769
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259,768
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(2)
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Gary D. Cohen
Former Chief Administrative Officer and
Secretary
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215,528
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(9)
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(2)
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10,920
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204,608
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(2)
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Stephen Goldsmith
Director
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57,239
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(10)
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(2)
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13,453
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43,786
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(2)
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Bill Kirkendall
Director
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16,830
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(11)
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(2)
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14,044
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2,786
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(2)
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William P. Carmichael
Director
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31,830
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(12)
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(2)
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14,044
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17,786
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(2)
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Catherine A. Langham
Director
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40,630
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(13)
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(2)
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14,044
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26,586
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(2)
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Dolores A. Kunda
Director
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18,182
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(14)
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(2)
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14,044
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4,138
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(2)
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Norman H. Gurwitz
Director
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3,843
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(15)
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(2)
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3,843
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–
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(2)
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Richard P. Crystal
Director
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12,018
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(16)
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(2)
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12,018
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–
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(2)
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Torrence Boone
Director
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1,564
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(17)
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(2)
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1,564
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–
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(2)
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Alan H. Cohen(18)
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364,756
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(19)
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(2)
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119,756
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245,000
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(2)
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David I. Klapper(20)
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280,000
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(21)
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(2)
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280,000
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–
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(2)
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Larry J. Sablosky(22)
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100,000
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(23)
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(2)
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100,000
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–
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(2)
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Ben Cooke
Vice President of
The Running Specialty Group, LLC
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1,797
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(24)
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(2)
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575
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1,222
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(2)
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Jay Custard
Vice President, e-Commerce Marketing
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1,150
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(25)
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(2)
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1,150
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–
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(2)
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As of July 10, 2012
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Class A Shares Beneficially Owned
Before Offering
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Class A Shares Beneficially Owned
After Offering†
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Name of Selling Shareholder
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Shares owned
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% owned(1)
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Number of
Shares Being Sold |
Shares owned
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% owned(1)
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Greg Davis
Vice President, Sales (Southeast)
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27,176
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(26)
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(2)
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4,919
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22,257
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(2)
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Jenni Dillon
Vice President, Planning and Allocation
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10,805
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(27)
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(2)
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4,716
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6,089
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(2)
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Christopher C. Eck
Senior Vice President, General Counsel and
Corporate Secretary
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9,218
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(28)
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(2)
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8,047
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1,171
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(2)
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Chad Edmundson
Vice President, Real Estate
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8,200
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(29)
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(2)
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2,986
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5,214
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(2)
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Robert Edwards
Senior Vice President, Distribution
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86,333
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(30)
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(2)
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6,679
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79,654
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(2)
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Alberto Goizueta
Vice President, Customer Care
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11,744
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(31)
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(2)
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5,337
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6,407
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(2)
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Melissa Greenwell
Senior Vice President,
Corporate Human Resources
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12,347
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(32)
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(2)
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7,551
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4,796
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(2)
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Charles H. Harrison
Vice President, Sales (Southwest)
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4,480
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(33)
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(2)
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701
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3,779
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(2)
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Ronald Jefferson
Vice President, DMM, Lifestyle and
Kid’s Footwear
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13,994
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(34)
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(2)
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4,932
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9,062
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(2)
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Jason Kish
Vice President, Sales (Northeast)
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2,345
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(35)
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(2)
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715
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1,630
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(2)
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William S. Kotch
Vice President, Real Estate
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4,766
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(36)
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(2)
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4,427
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339
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(2)
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Todd Kuebel
Vice President, Inventory Management
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22,921
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(37)
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(2)
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3,099
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19,822
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(2)
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Christopher S. Ladd
Executive Vice President,
Chief Digital Officer
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13,360
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(38)
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(2)
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13,360
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–
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(2)
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Mark S. Landau
Executive Vice President,
Chief Business Development Officer(39)
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37,859
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(40)
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(2)
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37,859
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–
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(2)
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Terry Ledbetter
Senior Vice President,
Chief Information Officer
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4,329
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(41)
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(2)
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3,905
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424
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(2)
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Michael L. Marchetti
Executive Vice President, Store Operations
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310,007
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(42)
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(2)
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28,990
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281,017
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(2)
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Sally McKelvey
Vice President, Strategy – Finish Line
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2,160
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(43)
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(2)
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2,160
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–
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(2)
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Jeffery Morrell
Vice President, DMM, Performance Footwear
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12,073
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(44)
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(2)
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5,105
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6,968
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(2)
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As of July 10, 2012
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Class A Shares Beneficially Owned
Before Offering
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Class A Shares Beneficially Owned
After Offering†
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Name of Selling Shareholder
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Shares owned
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% owned(1)
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Number of
Shares Being Sold |
Shares owned
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% owned(1)
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Michael D. Northrop
Vice President, Sales (Central)
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1,873
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(45)
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(2)
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722
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1,151
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(2)
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David Osswald
Vice President, DMM, Apparel
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9,955
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(46)
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(2)
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5,070
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4,885
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(2)
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Danielle Quatrochi
Vice President, Digital Experience
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1,035
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(47)
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(2)
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1,035
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–
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(2)
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Steven Schreibman
Senior Vice President,
Chief Marketing Officer
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10,925
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(48)
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(2)
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9,844
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1,081
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(2)
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Michael Smith
Senior Vice President, Loss Prevention
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26,569
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(49)
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(2)
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3,964
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22,605
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(2)
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Beau J. Swenson
Senior Vice President, Chief Accounting Officer
and Corporate Controller
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19,525
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(50)
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(2)
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8,665
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10,860
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(2)
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Douglas Todd
Vice President, Tax
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4,366
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(51)
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(2)
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3,075
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1,291
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(2)
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Roger Underwood
Senior Vice President, eCommerce Ops
and Technology
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36,192
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(52)
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(2)
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6,340
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29,852
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(2)
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†
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The selling shareholders identified in this table may sell some, all, or none of the shares owned by them that are registered under this registration statement. While we do not currently have knowledge of any agreements, arrangements, or understandings with respect to the sale of any of the shares registered hereunder, for purposes of this table we are assuming that the selling shareholders will sell all of the Class A Shares which were converted from Class B Shares on July 20, 2012.
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(1)
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Based on, for each selling shareholder, 49,588,961 Class A Shares outstanding as of July 10, 2012, plus securities beneficially owned by that shareholder that are exercisable for or convertible into Class A Shares within 60 days of July 10, 2012. We have filed this registration statement, of which this prospectus is a part, to register for resale the Class A shares issuable upon the conversion of the Class B Shares.
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(2)
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Less than 1% of the respective class of shares outstanding.
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(3)
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Includes (i) 180,890 Class A Shares issuable to Mr. Lyon upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 77,576 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(4)
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Within the past three years, Mr. Sato also served as the Company’s Executive Vice President, Chief Merchandising Officer from March 2007 to October 2010, and as President and Chief Merchandising Officer from October 2010 to August 2011.
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(5)
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Includes (i) 67,556 Class A Shares issuable to Mr. Sato upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 44,107 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(6)
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Includes (i) 81,258 Class A Shares issuable to Mr. Schneider upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 119,834 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(7)
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Includes (i) 61,549 Class A Shares issuable to Mr. Wilhelm upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 27,880 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(8)
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Includes (i) 30,769 Class A Shares issuable to Mr. Sanders upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 186,675 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(9)
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Includes (i) 10,920 Class A Shares issuable to Mr. Cohen upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 134,544 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(10)
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Includes (i) 13,453 Class A Shares issuable to Mr. Goldsmith upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 40,000 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(11)
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Includes 14,044 Class A Shares issuable to Mr. Kirkendall upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012.
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(12)
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Includes 14,044 Class A Shares issuable to Mr. Carmichael upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012.
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(13)
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Includes (i) 14,044 Class A Shares issuable to Ms. Langham upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 22,000 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(14)
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Includes 14,044 Class A Shares issuable to Ms. Kunda upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012.
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(15)
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Includes 3,843 Class A Shares issuable to Mr. Gurwitz upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012.
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(16)
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Includes 12,018 Class A Shares issuable to Mr. Crystal upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012.
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(17)
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Includes 1,564 Class A Shares issuable to Mr. Boone upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012.
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(18)
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Mr. Cohen is a retired founder of the Company. Within the past three years, Mr. Cohen also was the Chairman of the Company’s Board of Directors, a position he held until his retirement on July 22, 2010.
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(19)
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Includes (i) 119,756 Class A Shares issuable to Mr. Cohen upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 245,000 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(20)
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Mr. Klapper is a retired founder of the Company. Within the past three years, Mr. Klapper also was a member of the Company’s Board of Directors, a position he held until his retirement on July 23, 2009.
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(21)
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Includes 280,000 Class A Shares issuable to Mr. Klapper upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012.
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(22)
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Mr. Sablosky is a retired founder of the Company.
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(23)
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Includes 100,000 Class A Shares issuable to Mr. Sablosky upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012.
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(24)
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Includes 575 Class A Shares issuable to Mr. Cooke upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012.
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(25)
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Includes 1,150 Class A Shares issuable to Mr. Custard upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012.
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(26)
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Includes (i) 4,919 Class A Shares issuable to Mr. Davis upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 10,611 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(27)
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Includes (i) 4,716 Class A Shares issuable to Ms. Dillon upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 5,747 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(28)
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Includes (i) 8,047 Class A Shares issuable to Mr. Eck upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 433 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(29)
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Includes (i) 2,986 Class A Shares issuable to Mr. Edmundson upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 2,214 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(30)
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Includes (i) 6,679 Class A Shares issuable to Mr. Edwards upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 62,857 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(31)
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Includes (i) 5,337 Class A Shares issuable to Mr. Goizueta upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 6,407 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
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(32)
|
Includes (i) 7,551 Class A Shares issuable to Ms. Greenwell upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 4,582 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(33)
|
Includes (i) 701 Class A Shares issuable to Mr. Harrison upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 2,564 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(34)
|
Includes (i) 4,932 Class A Shares issuable to Mr. Jefferson upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 9,062 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(35)
|
Includes (i) 715 Class A Shares issuable to Mr. Kish upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 604 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(36)
|
Includes (i) 4,427 Class A Shares issuable to Mr. Kotch upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 339 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(37)
|
Includes (i) 3,099 Class A Shares issuable to Mr. Kuebel upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 18,756 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(38)
|
Includes 13,360 Class A Shares issuable to Mr. Ladd upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012.
|
(39)
|
Within the past three years, Mr. Landau also was a member of the Company’s Board of Directors from January 2010 to December 2011.
|
(40)
|
Includes 37,859 Class A Shares issuable to Mr. Landau upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012.
|
(41)
|
Includes (i) 3,905 Class A Shares issuable to Mr. Ledbetter upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 424 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(42)
|
Includes (i) 28,990 Class A Shares issuable to Mr. Marchetti upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 192,165 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(43)
|
Includes 2,160 Class A Shares issuable to Ms. McKelvey upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012.
|
(44)
|
Includes (i) 5,105 Class A Shares issuable to Mr. Morrell upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 6,068 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(45)
|
Includes (i) 722 Class A Shares issuable to Mr. Northrop upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 110 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(46)
|
Includes (i) 5,070 Class A Shares issuable to Mr. Osswald upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 4,586 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(47)
|
Includes 1,035 Class A Shares issuable to Ms. Quatrochi upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012.
|
(48)
|
Includes (i) 9,844 Class A Shares issuable to Mr. Schreibman upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 1,081 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(49)
|
Includes (i) 3,964 Class A Shares issuable to Mr. Smith upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 18,185 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(50)
|
Includes (i) 8,665 Class A Shares issuable to Mr. Swenson upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 10,102 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(51)
|
Includes (i) 3,075 Class A Shares issuable to Mr. Todd upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 249 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
(52)
|
Includes (i) 6,340 Class A Shares issuable to Mr. Underwood upon the conversion of Class B Shares on a one-for-one basis on July 20, 2012, and (ii) 29,852 Class A Shares issuable upon the exercise of stock options exercisable within 60 days of July 10, 2012.
|
|
·
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
·
|
block trades in which the broker-dealer will attempt to sell the shares as agent buy may position and resell a portion of the block as principal to facilitate the transaction;
|
|
·
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
·
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
|
·
|
in privately negotiated transactions;
|
|
·
|
settlement of short sales entered into after the effectiveness of the registration statement of which this prospectus is a part;
|
|
·
|
broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
|
|
·
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
|
·
|
through a combination of such methods of sale; or
|
|
·
|
any other method permitted pursuant to applicable law.
|
|
·
|
Our Annual Report on Form 10-K for the fiscal year ended March 3, 2012;
|
|
·
|
Our Quarterly Report on Form 10-Q for the quarter ended June 2, 2012;
|
|
·
|
Our Current Reports on Form 8-K dated March 30, 2012 (but only the information disclosed under Item 8.01 thereof), April 19, 2012, and May 30, 2012;
|
|
·
|
The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended March 3, 2012, from our definitive 2012 Proxy Statement for the Annual Meeting of Shareholders on Schedule 14A dated June 19, 2012; and
|
|
·
|
The description of our common stock contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 10, 2004, together with any amendment or report filed with the Commission for the purpose of updating such description.
|
Securities and Exchange Commission registration fee
|
$ | 2,820 | |||
Accounting fees and expenses*
|
10,000 | ||||
Legal fees and expenses*
|
25,000 | ||||
Printing fees and expenses
|
- | ||||
Transfer agent fees and expenses
|
- | ||||
Miscellaneous*
|
5,000 | ||||
Total
|
$ | 42,820 | |||
* Estimated
|
● |
Written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct; and
|
●
|
An unconditional written statement undertaking to repay the amount to the Company if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company.
|
Exhibit Number
|
Description
|
|
2.1
|
Asset Purchase Agreement, dated June 21, 2009, by and among The Finish Line Man Alive, Inc., The Finish Line, Inc., Man Alive Acquisitions, LLC, and the other entities listed therein (incorporated by reference to Exhibit 2.1 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2009)
|
|
4.1
|
Restated Articles of Incorporation of The Finish Line, Inc. (amended and restated as of July 23, 2009) (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2009)
|
|
4.2
|
Bylaws of The Finish Line, Inc. (amended as of July 23, 2009) (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2009)
|
|
4.3
|
1992 Employee Stock Incentive Plan of The Finish Line, Inc. (as amended and restated) (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-62063))
|
|
4.4
|
2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005) (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended February 26, 2011)
|
|
4.4(a)
|
Amendment No. 1 to the 2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005) (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended March 3, 2007)
|
|
4.4(b)
|
Amendment No. 2 to the 2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005) (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 17, 2008)
|
|
4.4(c)
|
Amendment No. 3 to the 2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005) (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2009)
|
|
4.5
|
The Finish Line, Inc. 2009 Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2009)
|
|
5.1
|
Opinion of Barnes & Thornburg LLP
|
|
23.1
|
Consent of Ernst & Young LLP
|
|
23.2
|
Consent of Barnes & Thornburg LLP (included in Exhibit 5.1)
|
|
24.1
|
Power of Attorney (included on the signature page hereto)
|
THE FINISH LINE, INC.
|
||
By:
|
/s/ Glenn S. Lyon | |
Glenn S. Lyon
Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
(1) Principal Executive Officer
|
||||
/s/ Glenn S. Lyon |
Chairman of the Board and Chief Executive Officer
|
July 11, 2012
|
||
Glenn S. Lyon
|
||||
(2) Principal Financial Officer
|
||||
/s/ Edward W. Wilhelm |
Executive Vice President, Chief Financial Officer
|
July 11, 2012
|
||
Edward W. Wilhelm
|
||||
(3) Principal Accounting Officer
|
||||
/s/ Beau J. Swenson |
Senior Vice President, Chief Accounting Officer
|
July 11, 2012
|
||
Beau J. Swenson
|
/s/ Glenn S. Lyon |
Chairman of the Board
|
July 11, 2012
|
||
Glenn S. Lyon
|
||||
/s/ Stephen Goldsmith |
Director
|
July 11, 2012
|
||
Stephen Goldsmith
|
||||
/s/ Bill Kirkendall |
Director
|
July 11, 2012
|
||
Bill Kirkendall
|
||||
/s/ William P. Carmichael |
Director
|
July 11, 2012
|
||
William P. Carmichael
|
||||
/s/ Catherine A. Langham |
Director
|
July 11, 2012
|
||
Catherine A. Langham
|
||||
/s/ Dolores A. Kunda |
Director
|
July 11, 2012
|
||
Dolores A. Kunda
|
||||
/s/ Norman H. Gurwitz |
Director
|
July 11, 2012
|
||
Norman H. Gurwitz
|
||||
/s/ Richard P. Crystal |
Director
|
July 11, 2012
|
||
Richard P. Crystal
|
||||
/s/ Torrence Boone |
Director
|
July 11, 2012
|
||
Torrence Boone
|
Exhibit Number
|
Description
|
|
2.1
|
Asset Purchase Agreement, dated June 21, 2009, by and among The Finish Line Man Alive, Inc., The Finish Line, Inc., Man Alive Acquisitions, LLC, and the other entities listed therein (incorporated by reference to Exhibit 2.1 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2009)
|
|
4.1
|
Restated Articles of Incorporation of The Finish Line, Inc. (amended and restated as of July 23, 2009) (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2009)
|
|
4.2
|
Bylaws of The Finish Line, Inc. (amended as of July 23, 2009) (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2009)
|
|
4.3
|
1992 Employee Stock Incentive Plan of The Finish Line, Inc. (as amended and restated) (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-62063))
|
|
4.4
|
2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005) (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended February 26, 2011)
|
|
4.4(a)
|
Amendment No. 1 to the 2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005) (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended March 3, 2007)
|
|
4.4(b)
|
Amendment No. 2 to the 2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005) (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 17, 2008)
|
|
4.4(c)
|
Amendment No. 3 to the 2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005) (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2009)
|
|
4.5
|
The Finish Line, Inc. 2009 Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2009)
|
|
5.1
|
Opinion of Barnes & Thornburg LLP
|
|
23.1
|
Consent of Ernst & Young LLP
|
|
23.2
|
Consent of Barnes & Thornburg LLP (included in Exhibit 5.1)
|
|
24.1
|
Power of Attorney (included on the signature page hereto)
|