- Securities Registration: Employee Benefit Plan (S-8)
December 03 2009 - 4:59PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on December 3,
2009
Registration
No.
333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________________________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
__________________________________________
SPORT
SUPPLY GROUP, INC.
(Exact
name of registrant as specified in its charter)
__________________________________________
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
|
22-2795073
(I.R.S.
Employer Identification No.)
|
1901
Diplomat Drive
Farmers
Branch, Texas 75234
(Address
of principal executive offices, including zip code)
SPORT
SUPPLY GROUP, INC.
AMENDED
AND RESTATED 2007 LONG-TERM INCENTIVE PLAN
(Full
title of the plan)
Terrence
M. Babilla
President,
Chief Operating Officer,
General
Counsel and Secretary
1901
Diplomat Drive
Farmers
Branch, Texas 75234
(972)
484-9484
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
copy
to:
Alan
J. Bogdanow
Vinson
& Elkins L.L.P.
Trammell
Crow Center
2001
Ross Avenue, Suite 3700
Dallas,
Texas 75201
(214)
220-7700
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
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨
|
Smaller
Reporting Company
|
þ
|
CALCULATION
OF REGISTRATION FEE
Title of securities
to be registered
|
|
Amount to
be registered
|
|
|
Proposed
maximum
offering price
per share (2)
|
|
|
Proposed
maximum
aggregate
offering price (2)
|
|
|
Amount of
registration fee
|
|
Common
Stock, $0.01 par value per share
|
|
500,000
shares
|
(1)
|
|
$
|
10.99
|
|
|
$
|
5,495,000
|
|
|
$
|
307.00
|
|
(1)
|
Pursuant
to Rule 416(a) 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, par value $0.01 per
share (“Common Stock”) that become issuable under the Sport Supply Group,
Inc. Amended and Restated 2007 Long-Term Incentive Plan by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration that results in
an increase in the number of the Registrant’s outstanding shares of Common
Stock.
|
(2)
|
Estimated solely for purposes of
calculating the registration fee in accordance with Rule
s 457(c) and
457(h) under the Securities
Act
. The
maximum offering price per share and the maximum aggregate offering price
are based on a price of $10.99 per share, which is the
average of the high and low
trading prices of the Registrant’s Common Stock reported o
n the NASDAQ Stock Market on
December 2, 2009
.
|
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
This registration statement
(“Registration Statement”) is being filed in accordance with General Instruction
E to Form S-8 to register 500,000 additional shares of Common Stock of Sport
Supply Group, Inc., a Delaware corporation (the “Registrant”), that may be
issued under the Sport Supply Group, Inc. Amended and Restated 2007 Long-Term
Incentive Plan, as amended from time to time. The contents of the
Registrant’s Form S-8 Registration Statements filed with the Securities and
Exchange Commission (the “Commission”) on July 10, 2008 (File No. 333-152251)
and on June 29, 2007 (File No. 333-144178) are incorporated herein by
reference.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 8.
Exhibits.
Exhibit
Number
|
|
Description
|
4.1
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|
Certificate
of Incorporation of the Registrant, filed as Exhibit 1 to the Registrant’s
Registration Statement on Form 8-A (File No. 001-15289), filed with the
Commission on September 9, 1999 and incorporated herein by
reference.
|
|
|
|
4.2
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Certificate
of Amendment of Certificate of Incorporation of the Registrant, filed as
Exhibit 3.10 to Amendment No. 1 to the Registrant’s Registration Statement
on Form SB-2 (File No. 333-34294), filed with the Commission on May 8,
2000 and incorporated herein by reference.
|
|
|
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4.3
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|
Amendment
to Certificate of Incorporation of the Registrant, filed as Exhibit 3.1 to
the Registrant’s Current Report on Form 8-K (File No. 001-15289), filed
with the Commission on July 2, 2007 and incorporated herein by
reference.
|
|
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4.4
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|
Bylaws
of the Registrant filed as Exhibit 2 to the Registrant’s Registration
Statement on Form 8-A (File No. 001-15289), filed with the Commission on
September 9, 1999 and incorporated by reference.
|
|
|
|
4.5
|
|
Amendment
to the Bylaws of the Registrant, filed as Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K (File No. 001-15289), filed with the Commission
on June 14, 2007 and incorporated herein by reference.
|
|
|
|
4.6
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|
Amendment
to the Bylaws of the Registrant, filed as Exhibit 3.2 to the Registrant’s
Current Report on Form 8-K (File No. 001-15289), filed with the Commission
on July 2, 2007 and incorporated herein by reference.
|
|
|
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4.7
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Specimen
Certificate of Common Stock, $0.01 par value, of the Registrant, filed as
Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (File No.
001-15289), filed with the Commission on September 13, 2007 and
incorporated herein by reference.
|
|
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|
5.1*
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|
Opinion
of Vinson & Elkins LLP.
|
|
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|
23.1*
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Consent
of Grant Thornton LLP.
|
|
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23.3*
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Consent
of Vinson & Elkins LLP (included in the opinion filed as Exhibit 5.1
hereto).
|
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24.1*
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|
Power
of Attorney (included in the signature pages
hereto).
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*Filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Act, 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 Farmers
Branch, State of Texas, on the third day of December, 2009.
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SPORT
SUPPLY GROUP, INC.
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|
|
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By:
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/s/
John E. Pitts
|
|
|
John
E. Pitts
|
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|
Chief
Financial Officer
|
Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated. Each person whose signature appears below authorizes and
appoints Adam Blumenfeld and John E. Pitts as his attorney-in-fact and agent to
act for him or her in his or her name, place and stead, in any and all
capacities, to sign and execute any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement that the Registrant may hereafter file with the Commission pursuant to
Rule 462(b) under the Securities Act, and to file this Registration Statement,
with all exhibits thereto, and other documents in connection therewith, with the
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 order to effectuate the same as fully, to
all intents and purposes, as they, 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, may lawfully do or cause to be done by virtue hereof.
Signature
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Title
|
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Date
|
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/s/ Adam Blumenfeld
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Chairman
of the Board and Chief Executive Officer
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|
December
3, 2009
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Adam
Blumenfeld
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|
(
Principal Executive
Officer
)
|
|
|
|
|
|
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/s/ John E. Pitts
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|
Chief
Financial Officer
|
|
December
3, 2009
|
John
E. Pitts
|
|
(
Principal Financial Officer
and
Principal Accounting
Officer
)
|
|
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|
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/s/ Jeff Davidowitz
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Director
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December
3, 2009
|
Jeff
Davidowitz
|
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/s/ Richard Ellman
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Director
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December
3, 2009
|
Richard
Ellman
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/s/ William M. Lockhart
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Director
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|
December
3, 2009
|
William
M. Lockhart
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|
|
|
|
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/s/ William H. Watkins, Jr.
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Director
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December
3, 2009
|
William
H. Watkins, Jr.
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INDEX
TO EXHIBITS
Exhibit
Number
|
|
Description
|
4.1
|
|
Certificate
of Incorporation of the Registrant, filed as Exhibit 1 to the Registrant’s
Registration Statement on Form 8-A (File No. 001-15289), filed with the
Commission on September 9, 1999 and incorporated herein by
reference.
|
|
|
|
4.2
|
|
Certificate
of Amendment of Certificate of Incorporation of the Registrant, filed as
Exhibit 3.10 to Amendment No. 1 to the Registrant’s Registration Statement
on Form SB-2 (File No. 333-34294), filed with the Commission on May 8,
2000 and incorporated herein by reference.
|
|
|
|
4.3
|
|
Amendment
to Certificate of Incorporation of the Registrant, filed as Exhibit 3.1 to
the Registrant’s Current Report on Form 8-K (File No. 001-15289), filed
with the Commission on July 2, 2007 and incorporated herein by
reference.
|
|
|
|
4.4
|
|
Bylaws
of the Registrant filed as Exhibit 2 to the Registrant’s Registration
Statement on Form 8-A (File No. 001-15289), filed with the Commission on
September 9, 1999 and incorporated by reference.
|
|
|
|
4.5
|
|
Amendment
to the Bylaws of the Registrant, filed as Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K (File No. 001-15289), filed with the Commission
on June 14, 2007 and incorporated herein by reference.
|
|
|
|
4.6
|
|
Amendment
to the Bylaws of the Registrant, filed as Exhibit 3.2 to the Registrant’s
Current Report on Form 8-K (File No. 001-15289), filed with the Commission
on July 2, 2007 and incorporated herein by reference.
|
|
|
|
4.7
|
|
Specimen
Certificate of Common Stock, $0.01 par value, of the Registrant, filed as
Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (File No.
001-15289), filed with the Commission on September 13, 2007 and
incorporated herein by reference.
|
|
|
|
5.1*
|
|
Opinion
of Vinson & Elkins LLP.
|
|
|
|
23.1*
|
|
Consent
of Grant Thornton LLP.
|
|
|
|
23.3*
|
|
Consent
of Vinson & Elkins LLP (included in the opinion filed as Exhibit 5.1
hereto).
|
|
|
|
24.1*
|
|
Powers
of Attorney (included in the signature page
hereto).
|
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