Docoh
Loading...

FL Foot Locker

Filed: 24 May 10, 8:00pm

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933


 

Foot Locker, Inc.


(Exact Name of Registrant as Specified in Its Charter)


 

 

 

 

 

New York

 

 

13-3513936

 


 

 


 

(State or Other Jurisdiction of

 

 

(I.R.S. Employer

 

Incorporation or Organization)

 

 

Identification No.)

 


 

 

112 West 34th Street, New York, NY

    10120



(Address of Principal Executive Offices)

(Zip Code)


 

Foot Locker 2007 Stock Incentive Plan, As Amended and Restated


(Full title of the plan)

 

Gary M. Bahler, General Counsel,

Foot Locker, Inc., 112 West 34th Street, New York, NY 10120


(Name and address of agent for service)

 

(212) 720-3700


(Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):

xLarge accelerated filer   o Accelerated filer   o Non-accelerated filer   o Smaller reporting company

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

 

 

 

 















Title of
securities
to be
registered

 

 

Amount
to be
registered (1)

 

Proposed
maximum
offering
price
per share (2)

 

Proposed
maximum
aggregate
offering
price

 

Amount of
registration
fee

 


 

 


 


 


 


 

Common Stock,

 

 

11,009,276

 

$

13.97

 

$

153,799,586

 

$

10,966

 

$.01 par value

 

 

Shares

 

 

 

 

 

 

 

 

 

 


 


(1) In accordance with Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover additional shares of common stock which may be issued pursuant to the Foot Locker 2007 Stock Incentive Plan, as Amended and Restated (the “Plan”), as a result of stock splits, stock dividends or similar transactions.

 

(2) Represents 11,009,276 additional shares of common stock authorized to be issued under the Plan. Shares available for issuance under the Plan were initially registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on June 26, 2007 (Registration No. 333-144044).

 

(3) In accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, the maximum offering price per unit is based on the average of the high and low prices of Registrant’s common stock as reported on the New York Stock Exchange on May 24, 2010.



REGISTRATION OF ADDITIONAL SECURITIES

          This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which registration statements on this form relating to an employee benefit plan are effective. Pursuant to General Instruction E of Form S-8, this registration statement hereby incorporates by reference the contents of the registration statement on Form S-8 filed by the Registrant on June 26, 2007 (Registration No. 333-144044) with respect to Registrant’s 2007 Stock Incentive Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

          The exhibits filed as part of or incorporated by reference in this Registration Statement are listed in the Index of Exhibits that begins on Page 4.

SIGNATURES

          The Registrant. Pursuant to the requirements of the Securities Act of 1933, Registrant 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 New York, State of New York, on May 24, 2010.

 

 

 

 

FOOT LOCKER, INC.

 

 

 

By: 

/s/ Ken C. Hicks

 

 

 


 

 

 

Ken C. Hicks

 

 

Chairman of the Board and

 

 

Chief Executive Officer

2


          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 May 24, 2010.

 

 

 

 

 

 

 

 

Signature

 

 

 

Title

 

 


 

 

 


 

 

    /s/ Ken C. Hicks

 

Director, Chairman and


 

Chief Executive Officer

      Ken C. Hicks

 

 

 

 

 

    /s/ Robert W. McHugh

 

Executive Vice President and


 

Chief Financial Officer

      Robert W. McHugh

 

 

 

 

 

    /s/ Giovanna Cipriano

 

Senior Vice President and Chief


 

Accounting Officer

      Giovanna Cipriano

 

 

 

 

 

      Nicholas DiPaolo *

 

Director

      Alan D. Feldman *

 

Director

      Jarobin Gilbert, Jr. *

 

Director

      Matthew M. McKenna *

 

Director

      James E. Preston *

 

Director

      David Y. Schwartz *

 

Director

      Cheryl Turpin *

 

Director

      Dona D. Young *

 

Director


 

 

*

Ken C. Hicks, by signing his name hereto, is also signing as attorney-in-fact for the named directors.

3


FOOT LOCKER, INC.

INDEX OF EXHIBITS

 

 

 

EXHIBIT
NUMBER

 

DESCRIPTION


 


 

 

 

4.1

 

The rights of holders of the Registrant’s equity securities are defined in the Registrant’s Certificate of Incorporation, as amended (incorporated herein by reference to Exhibits 3(i)(a) and 3(i)(b) to the Quarterly Report on Form 10-Q for the quarterly period ended July 26, 1997, Exhibit 4.2(a) to the Registration Statement on Form S-8 (Registration No. 333-62425) previously filed by the Registrant with the SEC, and Exhibit 4.2 to the Registration Statement on Form S-8 (Registration No. 333-74688) previously filed by the Registrant with the SEC).

 

 

 

4.2

 

By-laws of the Registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 20, 2009 filed by the Registrant with the SEC on May 27, 2009).

 

 

 

4.3

 

Indenture dated as of October 10, 1991 (incorporated herein by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S-3 (Registration No. 33-43334) previously filed with the SEC).

 

 

 

4.4

 

Form of 8½% Debentures due 2022 (incorporated herein by reference to Exhibit 4 to Registrant’s Form 8-K dated January 16, 1992).

 

 

 

4.5

 

Distribution Agreement dated July 13, 1995 and Forms of Fixed Rate and Floating Rate Notes (incorporated herein by reference to Exhibits 1, 4.1, and 4.2, respectively, to Registrant’s Form 8-K dated July 13, 1995).

 

 

 

5

 

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

 

 

 

23.1

 

Consent of Skadden, Arps, Slate, Meagher & Flom LLP is contained in its opinion filed as Exhibit 5 to this Registration Statement.

 

 

 

23.2

 

Consent of KPMG LLP.

 

 

 

24

 

Powers of Attorney.

4