S-8: Securities to be offered to employees in employee benefit plans
Published on
As filed with the Securities and Exchange Commission on July 1, 2004
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
(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
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933.
The calculation of the registration fee for the shares is based
on $72.47, which was the average of the high and low prices of
the Class B Common Stock on June 24, 2004, as reported in The
Wall Street Journal for New York Stock Exchange issues.
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 July 1, 2004.
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 June 18, 2004.
Signature Title
(1) Principal Executive Officer:
* PHILIP H. KNIGHT Chairman of the Board,
______________________________
Philip H. Knight Chief Executive Officer,
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/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.