Wisconsin
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39-1536083
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(State or other jurisdiction of Incorporation or organization)
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(I.R.S. Employer Identification No.)
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555 Main Street
Racine, Wisconsin
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53403
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(Address of principal executive offices)
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(Zip Code)
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Helen P. Johnson-Leipold
Chairman and Chief Executive Officer
Johnson Outdoors Inc.
555 Main Street
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Copy to:
Eric P. Hagemeier, Esq.
Reinhart Boerner Van Deuren s.c.
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Racine, Wisconsin 53403
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1000 North Water Street
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(Name and address of agent for service)
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Suite 1700
Milwaukee, Wisconsin 53202
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262-631-6600
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414-298-1000
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(Telephone number, including area code of agent for service)
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer (Do not check if a smaller reporting company) ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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Title of Securities
to be Registered
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Amount to be
Registered
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Proposed maximum
offering price
per share
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Proposed maximum
aggregate offering
price
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Amount of
Registration
fee
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|||||||||
Class A Common Stock, $0.05 par value per share
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500,000 shares (1)
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$
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66.725
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(2)
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$
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33,362,500
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(2)
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$
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4,330.45
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(2)
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(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of Class A Common Stock which become issuable under the Johnson Outdoors Inc. 2020
Long-Term Stock Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or any similar transaction effected without the receipt of any consideration by Johnson Outdoors Inc. (the “Registrant”) which
results in an increase in the number of the outstanding shares of the Registrant’s Class A Common Stock.
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(2) |
For the purpose of computing the registration fee, the Registrant has used $66.725 as the average of the high and low prices of the Class A Common Stock as reported on April 30, 2020 on the NASDAQ Global Select Market SM for
the offering price per share, in accordance with Rules 457(c) and (h) under the Securities Act. The actual offering price will be determined in accordance with the terms of the Plan.
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Item 3. |
Incorporation of Documents by Reference.
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Item 4.
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Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers.
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Item 7. |
Exemption from Registration Claimed.
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Item 8. |
Exhibits.
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Articles of Incorporation of the Company as amended through February 17, 2000. (Filed as Exhibit 3.1(a) to the Company’s Form 10-Q for the quarter ended March 31, 2000 and incorporated herein by reference.)
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Bylaws of the Company as amended and restated through December 6, 2010. (Filed as Exhibit 3.2 to the Company’s Form 10-K for the year ended October 1, 2010 and incorporated herein by reference.)
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Opinion of Reinhart Boerner Van Deuren s.c. as to the legality of the Class A Common Stock being registered.
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Consent of Independent Registered Public Accounting Firm.
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Consent of Reinhart Boerner Van Deuren s.c. (included in its opinion filed as Exhibit 5.1 hereto).
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Power of Attorney (included on the signature page hereto).
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Johnson Outdoors Inc. 2020 Long-Term Stock Incentive Plan (Filed as Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 10, 2020
and incorporated herein by reference.)
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Form of Restricted Stock Unit Agreement (Performance Based) under the Johnson Outdoors Inc. 2020 Long-Term Stock Incentive Plan.
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Form of Restricted Stock Agreement under the Johnson Outdoors Inc. 2020 Long-Term Stock Incentive Plan.
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Item 9. |
Undertakings.
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JOHNSON OUTDOORS INC.
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BY
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/s/ Helen P. Johnson-Leipold | ||
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Helen P. Johnson-Leipold, Chairman and
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||
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Chief Executive Officer
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Signature
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Title
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Date
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/s/ Helen P. Johnson-Leipold
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Chairman of the Board, Chief Executive
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May 5, 2020
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Helen P. Johnson-Leipold
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Officer and Director (Principal
Executive Officer)
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/s/ David W. Johnson
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Vice President and Chief Financial
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May 5, 2020
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David W. Johnson
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Officer (Principal Financial and
Accounting Officer)
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/s/ Thomas F. Pyle, Jr.
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Vice Chairman of the Board and Director
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December 5, 2019
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Thomas F. Pyle, Jr.
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/s/ Terry E. London
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Director
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December 5, 2019
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Terry E. London
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/s/ John M. Fahey, Jr.
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Director
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December 5, 2019
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John M. Fahey, Jr.
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/s/ Edward F. Lang, III
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Director
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December 5, 2019
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Edward F. Lang, III
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/s/ Katherine Button Bell
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Director
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December 5, 2019
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Katherine Button Bell
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/s/ Richard Sheahan
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Director
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December 5, 2019
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Richard (“Casey”) Sheahan
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/s/ Edward Stevens
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Director
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December 5, 2019
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Edward Stevens
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/s/ William D. Perez
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Director
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December 5, 2019
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William D. Perez |