1
As Filed With the Securities and Exchange Commission
on November 13, 1997
Registration No. 33-_____
...............................................................................
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
...............................................................................
GENESCO INC.
(Exact name of Registrant as specified in its charter)
TENNESSEE 62-0211340
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
GENESCO PARK 37217-2895
1415 MURFREESBORO ROAD (Zip Code)
NASHVILLE, TENNESSEE
(Address of Principal Executive Offices)
GENESCO 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
ROGER G. SISSON
GENESCO INC.
GENESCO PARK
1415 MURFREESBORO ROAD
NASHVILLE, TENNESSEE 37217-2895
(Name and address of agent for service)
(615) 367-7000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered(1) registered share(2) price(2) registration fee
==========================================================================================================
Common Stock, par
value $1.00 per share 1,200,000 shares $12.563 $15,075,600 $4,568.36
==========================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) The offering price is estimated solely for the purpose of determining the
amount of the registration fee. Such estimate has been calculated based on the
average of the high and low trading prices reported on the New York Stock
Exchange Composite Transactions tape for November 5, 1997 in accordance with
Rule 457(c) and (h).
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Genesco Inc., a Tennessee
corporation (the "Registrant"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended February 1, 1997, as amended;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended May 3, 1997, as amended;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 2, 1997, as amended; and
(d) The description of the Registrant's Common Stock, par value $1.00
per share (the "Common Stock"), contained in the Registrant's
registration statement on Form 8-A, as amended or updated
pursuant to the Exchange Act.
All documents and reports subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all shares covered hereby have been sold or which deregisters all such shares
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
II-2
3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of the directors and officers against liability
incurred in connection with a proceeding if (i) such person acted in good faith;
(ii) in the case of conduct in an official capacity with the corporation, he
reasonably believed such conduct was in the corporation's best interests; (iii)
in all other cases, he reasonably believed that his conduct was at least not
opposed to the best interests of the corporation; and (iv) in connection with
any criminal proceeding, such person had no reasonable cause to believe his
conduct was unlawful. In actions brought by or in the right of the corporation,
however, the TBCA provides that no indemnification may be made if the director
or officer was adjudged to be liable to the corporation. The TBCA also provides
that in connection with any proceeding charging improper personal benefit to an
officer or director, no indemnification may be made if such officer or director
is adjudged liable on the basis that such personal benefit was improperly
received. Notwithstanding the foregoing, the TBCA provides that a court of
competent jurisdiction, unless the corporation's charter provides otherwise,
upon application, may order that an officer or director be indemnified at
reasonable expenses if, in consideration of all relevant circumstances, the
court determines that such individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that (i) such officer or director was
adjudged liable to the corporation in a proceeding by or in right of the
corporation; (ii) such officer or director was adjudged liable on the basis that
personal benefit was improperly received by him; or (iii) such officer or
director breached his duty of care to the corporation.
The Registrant's Restated Charter and the Registrant's Bylaws provide
that no director shall be personally liable to the Registrant or its
shareholders for monetary damages for breach of any fiduciary duty as a director
except to the extent provided by the TBCA. Under the TBCA, this provision
relieves the Registrant's directors from personal liability arising from a
judgment or other final adjudication establishing (i) any breach of the
director's duty of loyalty, (ii) acts or commissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or (iii) any
unlawful distributions. The Registrant has entered into indemnification
agreements with each of its directors.
The foregoing statements contained within this Item 6 are subject to
the detailed provisions of the Tennessee Business Corporation Act, the
Registrant's Restated Charter and the Registrant's Bylaws referenced above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
II-3
4
ITEM 8. EXHIBITS
4.1 Genesco 1996 Stock Incentive Plan, as amended and restated.
4.2 Restated Charter of the Registrant (previously filed as Exhibit (3)b to
the Registrant's Annual Report on Form 10-K for the year ended January
31, 1993).
4.3 Bylaws of the Registrant (previously filed as Exhibit (3)a to the
Registrant's Annual Report on Form 10-K for the fiscal year ended January
31, 1995).
5 Opinion of Registrant's general counsel.
23.1 Consent of Registrant's general counsel (included in Exhibit 5).
23.2 Consent of Price Waterhouse LLP.
24 Powers of Attorney (included at pages II-6 and II-7).
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, as amended (the "Securities
Act");
(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 hereof) which
individually or in the aggregate, represent a fundamental
change in the information set forth in the 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 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 Exchange Act, that are incorporated by
reference in the Registration Statement.
II-4
5
(2) That, for the purposes of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and each filing of the Plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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
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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
II-5
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Nashville, State of Tennessee, on the 10th day
of November, 1997.
GENESCO INC.
By: /s/ Ben T. Harris
--------------------------------------
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James S. Gulmi and Roger G.
Sisson, or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including,
without limitation, 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 attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in person
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated:
SIGNATURE TITLE DATE
- --------- ----- -----
/s/David M. Chamberlain Chairman and a Director October 29, 1997
II-6
7
/s/Ben T. Harris President and Chief Executive
Officer (Principal Executive
Officer) and a Director October 29, 1997
/s/James S. Gulmi Senior Vice President,
Finance (Principal
Financial Officer) October 29, 1997
/s/Paul D. Williams Principal Accounting
Officer October 29, 1997
/s/Harry D. Garber Director October 29, 1997
/s/W. Lipscomb Davis, Jr. Director October 29, 1997
/s/John Diebold Director October 29, 1997
/s/Joel C. Gordon Director October 29, 1997
/s/Kathleen Mason Director October 29, 1997
/s/William A. Williamson, Jr. Director October 29, 1997
/s/William S. Wire II Director October 29, 1997
/s/Gary M. Witkin Director October 29, 1997
II-7
8
EXHIBIT
INDEX
Exhibit
No Exhibit Description
-------- -------------------------------------------------------------
4.1 Genesco 1996 Stock Incentive Plan, as amended and restated
4.2 Restated Charter of the Registrant (previously filed as
Exhibit (3)b to the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 31, 1993)
4.3 Bylaws of the Registrant (previously filed as Exhibit (3)a
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1995)
5 Opinion of Registrant's general counsel
23.1 Consent of Registrant's general counsel (included in Exhibit 5)
23.2 Consent of Price Waterhouse LLP
24 Powers of Attorney (included at pages II-6 and II-7)