S-8: Securities to be offered to employees in employee benefit plans
Published on
As filed with the Securities and Exchange Commission on April 29, 2003
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.
Long-Term Incentive Plan
(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
CALCULATION OF REGISTRATION FEE
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 Power 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
April 29, 2003.
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 April 29, 2003.
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/ ALAN B. GRAF, JR. Director
____________________________________
Alan B. Graf, Jr.
/s/ DELBERT J. HAYES Director
____________________________________
Delbert J. Hayes
/s/ DOUGLAS G. HOUSER Director
____________________________________
Douglas G. Houser
/s/ JEANNE P. JACKSON Director
____________________________________
Jeanne P. Jackson
/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 Power of Attorney.