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FL Foot Locker

Filed: 18 Jun 14, 8:00pm

Registration No.333-            

 

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)

 

2007 Stock Incentive Plan, Amended and Restated as of May 21, 2014

(Full title of the plan)

 

Sheilagh M. Clarke, General Counsel,

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

(Name and address of agent for service)

 

(212) 720-4477

(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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

RLarge accelerated filer£Accelerated filer£Non-accelerated filer£Smaller reporting company

 

CALCULATION OF REGISTRATION FEE

 

    Proposed Proposed  
Title of   Maximum Maximum  
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) Per Share (2) Price Fee
Common Stock, 12,282,641 $49.69 $610,324,432 $78,610
$.01 par value        

 

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock which may be issued pursuant to the Foot Locker 2007 Stock Incentive Plan, Amended and Restated as of May 21, 2014 (the “Plan”), as a result of stock splits, stock dividends, recapitalization or other similar transactions.

 

(2) Represents 12,282,641 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). Additional shares under the Plan were registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on May 25, 2010 (Registration No. 333-167066).

 

(3) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h)(1) under the Securities Act. The maximum offering price per share 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 June 17, 2014.

 

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 statements on Form S-8 filed by the Registrant on June 26, 2007 (Registration No. 333-144044) and May 25, 2010 (Registration No. 333-167066) 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 June 19, 2014.

 

 FOOT LOCKER, INC. 
    
 By: /s/ Ken C. Hicks 
  Ken C. Hicks 
  Chairman of the Board and 
  Chief Executive Officer 
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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 19, 2014.

 

Signature Title 
    
/s/ Ken C. Hicks Director, Chairman and 
Ken C. Hicks Chief Executive Officer 
    
/s/ Lauren B. Peters Executive Vice President and 
Lauren B. Peters Chief Financial Officer 
    
/s/ Giovanna Cipriano Senior Vice President and Chief 
Giovanna Cipriano Accounting Officer 
    
Maxine Clark * Director 
Nicholas DiPaolo * Director 
Alan D. Feldman * Director 
Jarobin Gilbert, Jr. * Director 
Guillermo Marmol * Director 
Matthew M. McKenna * Director 
Steven Oakland * 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.
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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, Exhibit 4.2 to the Registration Statement on Form S-8 (Registration No. 333-74688) previously filed by the Registrant with the SEC), and Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on May 28, 2014.
   
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).
   
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.
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