Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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JOHNSON WORLDWIDE ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1536083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1326 Willow Road
Sturtevant, Wisconsin 53177
(Address of principal executive offices) (Zip Code)
Johnson Worldwide Associates, Inc. 1994
Non-Employee Director Stock Ownership Plan
(Full title of the plan)
Helen P. Johnson-Leipold Copy to:
Chairman & Chief Executive Officer
Johnson Worldwide Associates, Inc. Benjamin F. Garmer, III
1326 Willow Road Foley & Lardner
Sturtevant, Wisconsin 53177 777 East Wisconsin Avenue, Suite 3700
(262) 884-1500 Milwaukee Wisconsin 53202
(Name, address and telephone number, (414) 271-2400
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- ------------------------ ---------------------- ---------------------- ----------------------- ---------------------
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered(1) Share Price Registration Fee
- ------------------------ ---------------------- ---------------------- ----------------------- ---------------------
Class A Common Stock,
$.05 par value 50,000 shares $8.97(1) $448,500(1) $125
- ------------------------ ---------------------- ---------------------- ----------------------- ---------------------
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee based on the average of the
high and low prices of the Class A Common Stock as reported by The Nasdaq Stock
Market on September 27, 1999.
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This registration statement is being filed to register additional
shares of Class A Common Stock of Johnson Worldwide Associates, Inc. (the
"Company") that may be issued under the Johnson Worldwide Associates, Inc. 1994
Non-Employee Director Stock Ownership Plan (the "Plan"), for which a Form S-8
Registration Statement is already effective (registration no. 33-52073). The
contents of the Company's Form S-8 Registration Statement (registration no.
33-52073) relating to the Plan are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission
("Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The information required in Part II, except Item 8, is not required to be
filed with the Commission as part of this Form S-8 Registration Statement.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
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(4) Johnson Worldwide Associates, Inc. 1994 Non-Employee
Director Stock Ownership Plan (as amended)
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
-2-
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the 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 Sturtevant, and State of Wisconsin, on this 27th
day of July, 1999.
JOHNSON WORLDWIDE ASSOCIATES, INC.
By: /s/ Helen P. Johnson-Leipold
Helen P. Johnson-Leipold
Chairman & Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Helen P. Johnson-Leipold and Carl G. Schmidt, and each
of them individually, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and revocation, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.
S-1
Signature Title Date
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/s/ Helen P. Johnson-Leipold Chairman, Chief Executive Officer and
- ------------------------------------ Director (Principal Executive Officer) July 27, 1999
Helen P. Johnson-Leipold
Senior Vice President and Chief
/s/ Carl G. Schmidt Financial Officer, Secretary and
- ------------------------------------ Treasurer (Principal Financial and
Carl G. Schmidt Accounting Officer) July 27, 1999
/s/ Samuel C. Johnson
- ------------------------------------ Director July 27, 1999
Samuel C. Johnson
/s/ Thomas F. Pyle, Jr.
- ------------------------------------
Thomas F. Pyle, Jr. Director July 27, 1999
/s/ Gregory E. Lawton
- ------------------------------------ Director July 27, 1999
Gregory E. Lawton
/s/ Glenn N. Rupp
- ------------------------------------ Director July 27, 1999
Glenn N. Rupp
S-2
EXHIBIT INDEX
JOHNSON WORLDWIDE ASSOCIATES, INC. 1994 NON-EMPLOYEE DIRECTOR STOCK
OWNERSHIP PLAN
Exhibit No. Exhibit
(4) Johnson Worldwide Associates, Inc. 1994 Non-Employee
Director Stock Ownership Plan (as amended)
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)