As filed with the Securities and Exchange Commission on April 10, 2002
Registration No.
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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COLUMBIA SPORTSWEAR COMPANY
(Exact name of registrant as specified in its charter)
OREGON 93-0498284
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
14375 NW Science Park Drive
Portland, Oregon 97229
(Address of Principal (Zip Code)
Executive Offices)
Columbia Sportswear Company
1997 Stock Incentive Plan, as amended
(Full title of plan)
Patrick D. Anderson
Vice President of Finance and Administration and Chief Financial Officer
Columbia Sportswear Company
14375 NW Science Park Drive
Portland, OR 97229
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 985-4000
Copy to:
John R. Thomas
Richelle Luther
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed Amount
Maximum Maximum of
Amount Offering Aggregate Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered(1) Share(1) Price(1) Fee
- ---------------- ------------- -------- -------- ---
Common Stock 1,650,000 Shares $34.965 $57,692,250 $5308
- --------------------------------------------------------------------------------
(1) The proposed maximum offering price per share and the proposed
maximum aggregate offering price are 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 shares is based on $34.965, which was the
average of the high and low prices of the Common Stock on April
5, 2002 as reported in The Wall Street Journal for Nasdaq
National Market issues.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Columbia Sportswear Company
(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 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.
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Item 6. Indemnification of Directors and Officers.
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Article IV of the Company's Third Restated Articles of Incorporation
(the "Articles") requires indemnification of current or former directors of the
Company to the fullest extent not prohibited by the Oregon Business Corporation
Act (the "Act"). The Act permits or requires indemnification of directors and
officers in certain circumstances. The effects of the Articles and the Act (the
"Indemnification Provisions") are summarized as follows:
(a) The Indemnification Provisions grant a right of
indemnification in respect of any proceeding (other than an action by
or in the right of the Company), if the person concerned acted in good
faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the Company, was not adjudged liable
on the basis of receipt of an improper personal benefit and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe the conduct was unlawful. The termination of a proceeding by
judgment, order, settlement, conviction or plea of nolo contendere, or
its equivalent, is not, of itself, determinative that the person did
not meet the required standards of conduct.
(b) The Indemnification Provisions grant a right of
indemnification in respect of any proceeding by or in the right of the
Company against the expenses (including attorney fees) actually and
reasonably incurred if the person concerned acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the
best interests of the Company, except that no right of indemnification
will be granted if the person is adjudged to be liable to the Company.
(c) Every person who has been wholly successful, on the merits
or otherwise, in the defense of any proceeding to which the person was
a party because of the person's status as a director or officer of a
controversy described in (a) or (b) above is entitled to
indemnification as a matter of right.
(d) Because the limits of permissible indemnification under
Oregon law are not clearly defined, the Indemnification Provisions may
provide indemnification broader than that described in (a) and (b).
(e) The Company may advance to a director or officer the
expenses incurred in defending any proceeding in advance of its final
disposition if the director or officer affirms in writing in good faith
that he or she has met the standard of conduct to be entitled to
indemnification as described in (a) or (b) above and undertakes to
repay any amount advanced if it is determined that the person did not
meet the required standard of conduct.
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The Company has entered into indemnification agreements with each of
the Company's directors pursuant to which the Company has agreed to indemnify
each director to the maximum extent available under the Act, provided that the
Board of Directors determines that the director seeking indemnification has met
the applicable standards of conduct.
The Company may obtain insurance for the protection of its directors
and officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
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4.1 Third Restated Articles of Incorporation
(incorporated by reference to exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2000)
4.2 2000 Restated Bylaws (incorporated by reference to
exhibit 3.2 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2000)
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
Item 9. Undertakings.
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(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;
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(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 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
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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.
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SIGNATURES
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 Portland, State of Oregon, on April 10, 2002.
COLUMBIA SPORTSWEAR COMPANY
By: PATRICK D. ANDERSON
---------------------------------------------
Patrick D. Anderson
Vice President of Finance and
Administration and Chief Financial
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 this 10th day of April 2002.
Signature Title
- --------- -----
* TIMOTHY P. BOYLE President, Chief Executive Officer
----------------------- and Director
Timothy P. Boyle (Principal Executive Officer)
PATRICK D. ANDERSON Vice President of Finance and
------------------- Administration
Patrick D. Anderson and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
* GERTRUDE BOYLE Director
-----------------------
Gertrude Boyle
* SARAH BANY Director
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Sarah Bany
* MURREY R. ALBERS Director
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Murrey R. Albers
* EDWARD S. GEORGE Director
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Edward S. George
* JOHN STANTON Director
-----------------------
John Stanton
* WALTER KLENZ Director
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Walter Klenz
*By: PATRICK D. ANDERSON
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Patrick D. Anderson, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Document Description
------- ---------------------
4.1 Third Restated Articles of Incorporation (incorporated by
reference to exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 31,
2000)
4.2 2000 Restated Bylaws (incorporated by reference to exhibit
3.2 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2000)
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
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