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):
| R | Large 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 | |||
| 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 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. |
| 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, 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. |
| 4 |
Exhibit 5
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, 10036-6522
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com
Direct dial
(212) 735-2526
DIRECT FAX
(917) 777-2526
EMAIL ADDRESS
TKENNEDY@SKADDEN.COM
June 19, 2014
Foot Locker, Inc.
112 West 34th Street
New York, New York 10120
Dear Ladies and Gentlemen:
We have acted as special counsel to Foot Locker, Inc., a New York corporation (the “Company”), in connection with the Registration Statement of the Company on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933 (the “Act”) with respect to 12,282,641 shares of common stock, par value $.01 per share (the “Common Stock”), of the Company to be issued pursuant to the Registration Statement under the Foot Locker 2007 Stock Incentive Plan, as Amended and Restated as of May 21, 2014 (the “Plan”).
In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Certificate of Incorporation of the Company, and amendments thereto, (iii) the By-laws of the Company, as amended, (iv) certain resolutions, dated March 26, 2014, adopted by the Board of Directors of the Company authorizing, among other things, the issuance of Common Stock pursuant to the Registration Statement and the adoption of the Plan, (v) the Company’s Proxy Statement dated April 11, 2014 relative to the Company’s 2014 Annual Meeting of Shareholders (the “Proxy Statement”), (vi) a copy of the second amendment and restatement of the
Foot Locker, Inc.
June 19, 2014
Page 2
Plan as attached to the Proxy Statement, (vii) a certified copy of the results of the vote at the 2014 Annual Meeting of Shareholders, and (viii) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
In our examination we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others.
Members of this firm are admitted to the Bar of the State of New York and we express no opinion as to the laws of any other jurisdiction, except the federal laws of the United States of America to the extent specifically referred to herein.
Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock to be issued under the Plan have been duly authorized, and, when issued in accordance with the terms and conditions of the Plan (including due payment of the purchase price set forth in such Plan for any Options issued thereunder), will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors of
Foot Locker, Inc.:
We consent to the incorporation by reference of our reports dated March 31, 2014 which appear in the February 1, 2014 Annual Report on Form 10-K, with respect to the consolidated balance sheets of Foot Locker, Inc. and subsidiaries, as of February 1, 2014 and February 2, 2013, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended February 1, 2014, and the effectiveness of internal control over financial reporting as of February 1, 2014.
/s/ KPMG LLP
New York, New York
June 19, 2014
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears below constitutes and appoints Gary M. Bahler, Ken C. Hicks, and Lauren B. Peters, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 for the Foot Locker 2007 Stock Incentive Plan, Amended and Restated as of May 21, 2014, and any and all amendments (including post-effective amendments to that 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 and about the premises, 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 any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power of Attorney has been signed on the 26th day of March 2014.
| Signature | Title | ||
| /s/ Maxine Clark | Director | ||
| Maxine Clark |
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears below constitutes and appoints Gary M. Bahler, Ken C. Hicks, and Lauren B. Peters, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 for the Foot Locker 2007 Stock Incentive Plan, Amended and Restated as of May 21, 2014, and any and all amendments (including post-effective amendments to that 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 and about the premises, 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 any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power of Attorney has been signed on the 26th day of March 2014.
| Signature | Title | ||
| /s/ Nicholas DiPaolo | Director | ||
| Nicholas DiPaolo |
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears below constitutes and appoints Gary M. Bahler, Ken C. Hicks, and Lauren B. Peters, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 for the Foot Locker 2007 Stock Incentive Plan, Amended and Restated as of May 21, 2014, and any and all amendments (including post-effective amendments to that 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 and about the premises, 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 any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power of Attorney has been signed on the 23rd day of March 2014.
| Signature | Title | ||
| /s/ Alan D. Feldman | Director | ||
| Alan D. Feldman |
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears below constitutes and appoints Gary M. Bahler, Ken C. Hicks, and Lauren B. Peters, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 for the Foot Locker 2007 Stock Incentive Plan, Amended and Restated as of May 21, 2014, and any and all amendments (including post-effective amendments to that 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 and about the premises, 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 any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power of Attorney has been signed on the 26th day of March 2014.
| Signature | Title | ||
| /s/ Jarobin Gilbert Jr. | Director | ||
| Jarobin Gilbert Jr. |
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears below constitutes and appoints Gary M. Bahler, Ken C. Hicks, and Lauren B. Peters, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 for the Foot Locker 2007 Stock Incentive Plan, Amended and Restated as of May 21, 2014, and any and all amendments (including post-effective amendments to that 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 and about the premises, 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 any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power of Attorney has been signed on the 23rd day of March 2014.
| Signature | Title | ||
| /s/ Guillermo Marmol | Director | ||
| Guillermo Marmol |
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears below constitutes and appoints Gary M. Bahler, Ken C. Hicks, and Lauren B. Peters, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 for the Foot Locker 2007 Stock Incentive Plan, Amended and Restated as of May 21, 2014, and any and all amendments (including post-effective amendments to that 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 and about the premises, 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 any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power of Attorney has been signed on the 19th day of April 2014.
| Signature | Title | ||
| /s/ Matthew M. McKenna | Director | ||
| Matthew M. McKenna |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears below constitutes and appoints Gary M. Bahler, Ken C. Hicks, and Lauren B. Peters, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 for the Foot Locker 2007 Stock Incentive Plan, Amended and Restated as of May 21, 2014, and any and all amendments (including post-effective amendments to that 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 and about the premises, 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 any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power of Attorney has been signed on the 21st day of March 2014.
| Signature | Title | ||
| /s/ Steven Oakland | Director | ||
| Steven Oakland |
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears below constitutes and appoints Gary M. Bahler, Ken C. Hicks, and Lauren B. Peters, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 for the Foot Locker 2007 Stock Incentive Plan, Amended and Restated as of May 21, 2014, and any and all amendments (including post-effective amendments to that 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 and about the premises, 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 any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power of Attorney has been signed on the 26th day of March 2014.
| Signature | Title | ||
| /s/ Cheryl Nido Turpin | Director | ||
| Cheryl Nido Turpin |
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears below constitutes and appoints Gary M. Bahler, Ken C. Hicks, and Lauren B. Peters, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 for the Foot Locker 2007 Stock Incentive Plan, Amended and Restated as of May 21, 2014, and any and all amendments (including post-effective amendments to that 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 and about the premises, 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 any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power of Attorney has been signed on the 24th day of March 2014.
| Signature | Title | ||
| /s/ Dona D. Young | Director | ||
| Dona D. Young |