S-8: Securities to be offered to employees in employee benefit plans
Published on
As filed with the Securities and Exchange Commission on August 31, 2001
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________
NIKE, INC.
(Exact name of registrant as specified in its charter)
___________
OREGON 93-0584541
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Bowerman Drive
Beaverton, Oregon 97005-6453
(Address of Principal (Zip Code)
Executive Offices)
____________
NIKE, Inc.
1990 Stock Incentive Plan, as amended
(Full title of plan)
Lindsay D. Stewart
Vice President and Chief of Staff
NIKE, Inc.
One Bowerman Drive
Beaverton, Oregon 97005-6453
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 671-6453
Copy to:
Stuart Chestler
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by NIKE, Inc. (the "Company") with the
Securities and Exchange Commission are incorporated herein by reference:
(a) The Company's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the
latest prospectus filed pursuant to Rule 424(b) under the Securities
Act of 1933 that contains audited consolidated financial statements
for the Company's latest fiscal year for which such statements have
been filed.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or prospectus referred to in
(a) above.
(c) The description of the authorized capital stock of the
Company contained in the Company's registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under the Oregon Business Corporation Act (the "Oregon Act"), the
Company's Restated Articles of Incorporation (the "Articles") and the
Company's Third Restated Bylaws (the "Bylaws"), the Company has broad powers
to indemnify directors and officers against liabilities that they may incur
in such capacities.
The Oregon Act authorizes the indemnification of an individual made a
party to a proceeding because the individual is or was an officer or director
against certain liability incurred in the proceeding if:
(a) the conduct of the individual was in good faith;
(b) the individual reasonably believed that his or her conduct was
in the best interests of the corporation or at least not opposed to its best
interests;
(c) in the case of any criminal proceeding, the individual had no
reasonable cause to believe his or her conduct was unlawful;
(d) in the case of any proceeding by or in the right of the
corporation, the individual was not adjudged liable to the corporation; and
(e) in connection with any proceeding (other than a proceeding by
or in the right of the corporation) charging improper personal benefit to the
individual, the individual was not adjudged liable on the basis that he or
she improperly received personal benefit.
The Oregon Act also authorizes a court to order indemnification,
whether or not the above standards of conduct have been met, if the court
determines that the officer or director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances. In addition, the
Oregon Act provides that the indemnification described above is not exclusive
of any other rights to which officers or directors may be entitled under the
corporation's articles of incorporation or bylaws, or under any agreement,
action of its board of directors, vote of shareholders or otherwise.
Paragraph A of Article VIII of the Articles authorizes, but does not
require, the Company to indemnify its officers and directors to the fullest
extent not prohibited by law against liability incurred in serving the
Company. Article IX of the Bylaws requires the Company to indemnify its
directors and officers to the fullest extent not prohibited by law against
liability incurred in serving the Company.
The Oregon Act also authorizes a corporation to include in its
articles of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary
damages for conduct as a director, except that such a provision cannot affect
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for any unlawful corporate distribution as defined in
the Oregon Act or (iv) for any transaction from which the director derived an
improper personal benefit.
Paragraph B of Article VIII of the Articles and Article X of the
Bylaws provide that the liability of the Company's directors to the Company
or its shareholders for monetary damages for conduct as a director is limited
to the fullest extent not prohibited by law.
In addition to the indemnification and exculpation provided by the
Articles and Bylaws, the Company has entered into an indemnity agreement with
each of its directors and officers. The indemnity agreements require the
Company to provide indemnification, to the fullest extend not prohibited by
law, for all liability (including attorney fees, judgments, fines and amounts
paid in settlement) actually and reasonably incurred by the director or
officer in connection with any actual or threatened proceeding (including, to
the extent not prohibited by law, any derivative action) by reason of the
fact that the person is or was serving as a director or officer of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including an employee benefit plan.
The Company maintains directors' and officers' liability insurance
under which the Company's directors and officers are insured against loss (as
defined) as a result of claims brought against them alleging breach of duty,
neglect, error or misstatement while acting in such capacities.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation of the Company, as
amended. Incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 1995.
4.2 Third Restated Bylaws of the Company. Incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended August 31, 1995.
5.1 Opinion of Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered 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) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
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 of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Beaverton, State of Oregon, on
August 31, 2001.
NIKE, INC.
By /s/ Lindsay D. Stewart
_________________________
Lindsay D. Stewart
Vice President and Chief of Staff
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on August 31, 2001.
Signature Title
(1) Principal Executive Officer:
/s/ PHILIP H. KNIGHT Chairman of the Board,
___________________________________ Chief Executive Officer,
Philip H. Knight President and Director
(2) Principal Financial and
Accounting Officer:
/s/ DONALD W. BLAIR Chief Financial Officer
___________________________________
Donald W. Blair
(3) Directors:
/s/ THOMAS E. CLARKE Director
___________________________________
Thomas E. Clarke
/s/ JILL K. CONWAY Director
___________________________________
Jill K. Conway
/s/ RALPH D. DeNUNZIO Director
___________________________________
Ralph D. DeNunzio
/s/ RICHARD K. DONAHUE Director
___________________________________
Richard K. Donahue
/s/ DELBERT J. HAYES Director
___________________________________
Delbert J. Hayes
/s/ DOUGLAS G. HOUSER Director
___________________________________
Douglas G. Houser
/s/JOHN E. JAQUA Director
___________________________________
John E. Jaqua
/s/ CHARLES W. ROBINSON Director
___________________________________
Charles W. Robinson
/s/ A. MICHAEL SPENCE Director
___________________________________
A. Michael Spence
/s/ JOHN R. THOMPSON, JR. Director
___________________________________
John R. Thompson, Jr.
By: /s/ LINDSAY D. STEWART
___________________________________
Lindsay D. Stewart, Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number Document Description
4.1 Restated Articles of Incorporation of the Company, as
amended. Incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 1995.
4.2 Third Restated Bylaws of the Company, as amended.
Incorporated by reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
August 31, 1995.
5.1 Opinion of Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
[LOGO]
August 31, 2001
Board of Directors
NIKE, Inc.
One Bowerman Drive
Beaverton, Oregon 97005-6453
I have acted as counsel for NIKE, Inc. (the "Company") in connection
with the filing of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, covering 12,500,000
shares of Class B Common Stock, no par value (the "Shares"), of the Company
issuable in connection with the Company's 1990 Stock Incentive Plan, as
amended (the "Amended Plan"). I have reviewed the corporate actions of the
Company in connection with this matter and have examined those documents,
corporate records, and other instruments I deemed necessary for the purposes
of this opinion.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the state of Oregon; and
2. The Shares have been duly authorized and, when issued pursuant
to the Amended Plan and in accordance with the resolutions adopted by the
Board of Directors of the Company, will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
John F. Coburn III
Assistant General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 27, 2001 relating to the
financial statements and financial statement schedule, which appears in NIKE,
Inc.'s Annual Report on Form 10-K for the year ended May 31, 2001.
PricewaterhouseCoopers LLP
Portland, Oregon
August 31, 2001
EXHIBIT 24.1
POWER OF ATTORNEY
(12,500,000 Shares Under NIKE, Inc. 1990 Stock Incentive Plan, As
Amended)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of NIKE, Inc. does hereby constitute and appoint PHILIP H.
KNIGHT, DONALD W. BLAIR and LINDSAY D. STEWART his true and lawful attorney
and agent to do any and all acts and things and to execute in his name
(whether on behalf of NIKE, Inc. or as an officer or director of said
Company, or otherwise) any and all instruments which said attorney and agent
may deem necessary or advisable in order to enable NIKE, Inc. to comply with
the Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of NIKE, Inc. issuable pursuant to the 1990 Stock Incentive
Plan, as amended, including specifically, but without limitation thereto,
power and authority to sign his name (whether on behalf of NIKE, Inc. or as
an officer or director of said Company, or otherwise) to a Registration
Statement on Form S-8 and any amendment thereto (including any post-effective
amendment) or application for amendment thereto in respect to such Common
Stock or any exhibits filed therewith; and to file the same with the
Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that said attorney and agent shall do or cause to be done by
virtue hereof.
DATED: August 31, 2001
/s/ Donald W. Blair /s/ Thomas E. Clarke
__________________________________ __________________________________
Donald W. Blair Thomas E. Clarke
/s/ Jill K. Conway /s/ Ralph D. DeNunzio
__________________________________ __________________________________
Jill K. Conway Ralph D. DeNunzio
/s/ Richard K. Donahue Delbert J. Hayes
__________________________________ __________________________________
Richard K. Donahue Delbert J. Hayes
/s/ Douglas G. Houser John E. Jaqua
__________________________________ __________________________________
Douglas G. Houser John E. Jaqua
/s/ Philip H. Knight /s/ Charles W. Robinson
__________________________________ __________________________________
Philip H. Knight Charles W. Robinson
/s/ A. Michael Spence /s/ John R. Thompson, Jr.
__________________________________ __________________________________
A. Michael Spence John R. Thompson, Jr.