S-8 1 d145043ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on August 25, 2021

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Dick’s Sporting Goods, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

 

Delaware   16-1241537

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

345 Court Street, Coraopolis, Pennsylvania 15108

(Address of principal executive offices, including zip code)

Dick’s Sporting Goods, Inc. Amended and Restated 2012 Stock and Incentive Plan

(Full title of the plan)

John E. Hayes III

SVP and General Counsel

Dick’s Sporting Goods, Inc.

345 Court Street

Coraopolis, Pennsylvania 15108

(724) 273-3400

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Jennifer R. Minter, Esq.

Buchanan Ingersoll & Rooney PC

Union Trust Building

501 Grant Street, Suite 200

Pittsburgh, Pennsylvania 15219-4413

(412) 562-8800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities

to be registered

 

Amount

to be

registered (1)

 

Proposed

maximum

offering price

per

share (2)

 

Proposed

maximum

aggregate

offering price (2)

 

Amount of

registration fee

Common Stock, par value $0.01 per share

  7,500,000   $ 104.68   $ 785,100,000   $ 85,654.41

 

 

(1)

Pursuant to Rule 416(a) promulgated under 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 that become issuable under the underlying plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the registrant’s Common Stock. The Registrant has previously registered a total of 15,889,210 shares of Common Stock under the Dick’s Sporting Goods, Inc. 2012 Stock and Incentive Plan (as Amended and Restated) on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on June  14, 2012 (File number 333-182120) and Form S-8 filed with the SEC on August 26, 2020 (File number 333-248421).

(2)

Pursuant to Rules 457(c) and (h) promulgated under the Securities Act and solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457. The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant’s Common Stock on August 19, 2021 as reported on the New York Stock Exchange.

 

 

 


EXPLANATORY NOTE

Dick’s Sporting Goods, Inc. (together with its subsidiaries, referred to as “the Registrant,” “the Company,” “we,” “us,” and “our” unless specified otherwise) is filing this registration statement on Form S-8 (this “Registration Statement”) for the purpose of registering an additional 7,500,000 shares of our common stock, par value $0.01 per share (“Common Stock”) for issuance under the Dick’s Sporting Goods, Inc. Amended and Restated 2012 Stock and Incentive Plan (the “Plan”). The 7,500,000 shares of Common Stock being registered pursuant to this Registration Statement are in addition to the 12,889,210 shares of Common Stock currently registered on our registration statement on Form S-8 filed on June 14, 2012, file number 333-182120 (the “2012 Registration Statement”) and the 3,000,000 shares of Common Stock currently registered on our registration statement on Form S-8 filed on August  26, 2020, file number 333-248421 (the “2020 Registration Statement, and collectively with the 2012 Registration Statement, the “Prior Registration Statements”). This Registration Statement relates to the same class of securities to which the Prior Registration Statements relate and is submitted pursuant to General Instruction E to Form S-8. Pursuant to General Instruction E, this Registration Statement incorporates by reference the contents of the Prior Registration Statements.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

In addition to the Prior Registration Statements, the following documents, which have been heretofore filed by the Company with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), other than any portions of the respective filings that were furnished, rather than filed, pursuant to Item 2.02 or Item 7.01 of Current Reports on Form 8-K (including exhibits related thereto) or other applicable SEC rules, shall be deemed incorporated by reference herein and to be a part of this Registration Statement from the date of filing of such documents:

 

  (a)

Our Annual Report on Form 10-K for the fiscal year ended January 30, 2021 filed with the SEC on March 24, 2021;

 

  (b)

All other reports filed by us pursuant to Section 13(a) or 15(d) of the Exchange Act since January 30, 2021 (in each case, except for the information furnished under Items 2.02 or 7.01 in any current report on Form 8-K); and

 

  (c)

The description of the our Common Stock contained in the Registration Statement on Form 8-A12B (Registration No. 001-31463 filed on September 27, 2002), as amended by Amendment No.  1 on Form 8-A12B/A to the Registration Statement on Form 8-A12B (Registration No. 001-31463 filed on September 27, 2002), including Exhibit 4.2 to the Annual Report on Form 10-K for the fiscal year ended January 30, 2021 filed with the SEC on March 24, 2021 and any other amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement on Form S-8, and prior to the filing of a post-effective amendment that indicates that all the shares of Common Stock offered hereby have been sold or that deregisters all such shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such reports and documents.


Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel.

The validity of the securities registered hereby has been passed upon for the Company by Buchanan Ingersoll & Rooney PC (“BIR”), Pittsburgh, Pennsylvania. Certain shareholders and other attorneys of BIR beneficially own an aggregate of 1,100 shares of the Company’s Common Stock.

Item 6. Indemnification of Directors and Officers.

Dick’s Sporting Goods, Inc. is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the “DGCL”), provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

The Company’s amended and restated certificate of incorporation provides for the indemnification and advancement of expenses to the fullest extent permitted by law of any individual made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Company or is or was a director or officer of the Company serving as an officer, director, employee or agent of any other enterprise at the request of the Company.

Further, as permitted by Section 102(b)(7) of the DGCL, the Registrant’s amended and restated certificate of incorporation includes provisions that eliminate the personal liability of its directors, but not its officers, for monetary damages for breach of fiduciary duty as a director other than (i) for any breach of the director’s duty of loyalty to the Registrant and its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL and (iv) for any transaction from which the director derived an improper personal benefit.


Section 145 of the DGCL also permits a corporation to purchase and maintain insurance on behalf of any director, officer, employee or agent against any liability asserted against such person acting in his or her capacity, whether or not the corporation would have the power to indemnify such person against such liability. The Registrant provides liability insurance for directors and officers of Dick’s Sporting Goods and its subsidiaries. In addition, the Company has entered into agreements to indemnify its directors in addition to the indemnification provided for in the amended and restated certificate of incorporation. These agreements, among other things, indemnify the Company’s directors for certain losses, expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by such person in any action or proceeding, including any action by or in the right of the Company, on account of services by that person as a director or officer of the Company, or as a director or officer of any subsidiary of the Company, or as a director or officer of any other company or enterprise that the person provides services to at the request of the Company.

Item 8. Exhibits.

 

Exhibit No.   

Description

  

Method of Filing

4.1    Amended and Restated Certificate of Incorporation    Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-8, File No. 333-100656, filed on October 21, 2002
4.2    Amendment to the Amended and Restated Certificate of Incorporation, dated as of June 10, 2004    Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q, File No. 001-31463, filed on September 9, 2004
4.3    Amendment to the Amended and Restated Certificate of Incorporation, dated as of June 9, 2021    Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on June 14, 2021
4.4    Amended and Restated Bylaws (adopted June 6, 2012)    Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on June 11, 2012
4.4    Form of Stock Certificate    Incorporated by reference to Exhibit 4.1 to the Registrant’s Amendment No. 3 to Statement on Form S-1, File No. 333-96587, filed on September 27, 2002
5.1    Opinion of Buchanan Ingersoll & Rooney PC regarding legality of the securities being registered    Filed herewith
23.1    Consent of Independent Registered Public Accounting Firm    Filed herewith
23.2    Consent of Buchanan Ingersoll & Rooney PC    Included in its opinion filed as Exhibit 5.1 hereto
24.1    Power of Attorney    Filed herewith
99.1    Dick’s Sporting Goods, Inc. Amended and Restated 2012 Stock and Incentive Plan    Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on June 14, 2021


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company 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 Pittsburgh, Commonwealth of Pennsylvania, on this 25th day of August, 2021.

 

DICK’S SPORTING GOODS, INC.
By:  

/s/ Lauren R. Hobart

  Lauren R. Hobart
  President & Chief Executive Officer

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 dates indicated.

 

SIGNATURE

  

CAPACITY

  

DATE

/s/ Lauren R. Hobart

   President, Chief Executive Officer and Director    August 25, 2021
Lauren R. Hobart   

/s/ Lee J. Belitsky

   Executive Vice President —Chief Financial Officer (principal financial officer)    August 25, 2021
Lee J. Belitsky   

/s/ Navdeep Gupta

   Senior Vice President — Finance and Chief Accounting Officer (principal accounting officer)    August 25, 2021
Navdeep Gupta   

/s/ Edward W. Stack

   Executive Chairman and Director    August 25, 2021
Edward W. Stack   


/s/ Mark J. Barrenechea*

   Director    August 25, 2021
Mark J. Barrenechea      

/s/ Emanuel Chirico*

   Director    August 25, 2021
Emanuel Chirico      

/s/ William J. Colombo*

   Vice Chairman and Director    August 25, 2021
William J. Colombo      

/s/ Anne Fink*

   Director    August 25, 2021
Anne Fink      

/s/ Larry D. Fitzgerald, Jr.*

   Director    August 25, 2021
Larry D. Fitzgerald, Jr.      

/s/ Sandeep Mathrani*

   Director    August 25, 2021
Sandeep Mathrani      

/s/ Desiree Ralls-Morrison*

   Director    August 25, 2021
Desiree Ralls-Morrison      

/s/ Lawrence J. Schorr*

   Director    August 25, 2021
Lawrence J. Schorr      

/s/ Larry D. Stone*

   Director    August 25, 2021
Larry D. Stone      

 

*By:  

/s/ John E. Hayes III

  (John E. Hayes III, Attorney-in-Fact)