Commission No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WOLVERINE WORLD WIDE, INC.
(Exact name of issuer as specified in its charter)
Delaware 38-1185150
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
9341 Courtland Drive, Rockford, Michigan 49351
(Address of principal executive offices)
WOLVERINE WORLD WIDE, INC. 1995 STOCK INCENTIVE PLAN
(Full Title of Plan)
Blake W. Krueger
Secretary and General Counsel
9341 Courtland Drive
Rockford, Michigan 49351
(Name and address of agent for service)
(616) 866-5500
(Telephone Number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock
$1.00 Par Value 750,000(1) $30.0625(2) $22,546,875(2) $7,774.78
Plus such indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of a stock dividend or certain
other capital adjustments. As adopted by the Board of Directors on
March 10, 1995, and approved by the stockholders on March 27, 1995,
the maximum number of shares available under the 1995 Stock Incentive
Plan was 500,000. Since stockholder approval, the Company's Board of
Directors declared a three-for-two stock split announced on April 19,
1995 for stockholders of record on May 1, 1995. The stock split
increased the maximum number of shares to be available under the 1995
Stock Incentive Plan as of the filing of this Registration Statement
to 750,000 shares.
Estimated solely for the purpose of calculating the registration fee.
The shares that are to be offered on an incentive stock option basis
will be offered at a price of not less than 100% of the fair market
value of the shares of Common Stock of Wolverine World Wide, Inc. (the
"Company"), at the date of the grant of the option. On October 23,
1995, the mean between the high and low sales prices of the
Corporation's Common Stock on the New York Stock Exchange was $30.0625.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by
reference:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered
by the annual report referred to in (a) above.
(c) The description of the Registrant's Common Stock, $1 par
value, which is contained in the Registrant's Registration
Statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant (also referred
to as the "Corporation") pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Exchange Act, 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
in this registration statement and to be a part of this
registration statement from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Blake W. Krueger, Secretary and General Counsel of the
Corporation, is also a partner of Warner Norcross & Judd LLP, the
general counsel for the Corporation.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, the
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Corporation is permitted to indemnify its directors and officers
(among others) against expenses, judgments, fines, and amounts
paid in settlement actually and reasonably incurred by such
persons in connection with actions, suits, or proceedings arising
out of that person's acting in a corporate capacity or at the
request of the Corporation if such person acted in good faith and
in a matter he or she reasonably believed to be in or not opposed
to the best interests of the Corporation. That section also
requires that such indemnification be made to the extent that
such person has been successful on the merits or otherwise in
defense of any such action, suit, or proceeding.
Similarly, Article Nine of the Corporation's Certificate of
Incorporation requires the Corporation to indemnify a present or
former director, officer, employee, or agent of the Corporation
against any and all expenses, judgments, fines, and amounts
reasonably incurred in connection with any pending or threatened
action, suit, or proceeding, civil or criminal, in which such
person may become involved by reason of his or her being or
having been a director, officer, employee, or agent of the
Corporation or any firm, corporation, or organization which he or
she served in any capacity at the request of the Corporation. It
is a condition to indemnification in connection with any such
action, suit, or proceeding that such person acted in good faith
and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Corporation and, in criminal
proceedings, had no reasonable cause to believe his or her
conduct was unlawful. Furthermore, where such action, suit, or
proceeding is by or in the right of the Corporation, no
indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be
liable to the Corporation, unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all of
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses.
Termination of an action, suit, or proceeding, civil or criminal,
by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent does not, of itself, create a
presumption that such person did not meet the required standard
of conduct. The determination that a person has or has not met
the standard of conduct required for indemnification may only be
made by (i) the Board of Directors by a majority of a quorum
consisting of the directors who were not party to such action,
suit, or proceeding, (ii) by written opinion of independent legal
counsel who may be the regular counsel of the Corporation, or
(iii) by the stockholders of the Corporation. These
indemnification rights are expressly declared to be additional to
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such other rights to which any officer or director may be
entitled by contract or as a matter of law. The Corporation also
maintains in force a policy of directors and officers liability
insurance.
Wolverine's amended Certificate of Incorporation provides that no
director of the Corporation will be personally liable to the
Corporation or to the stockholders for any breach of fiduciary
duty. The amendment does not affect the liability of a director
for any breach of his or her duty of loyalty, for acts or
omissions not in good faith or that involve intentional
misconduct, for any conduct proscribed under Section 174 of
Delaware's General Corporation Law, or for any transaction from
which the director derived an improper personal benefit.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits have been filed as part of this
registration statement:
Exhibit
Number Document
4.1 The Company's Certificate of Incorporation, as
amended, filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended
June 18, 1994, is incorporated herein by
reference.
4.2 The Company's Amended and Restated Bylaws, filed
as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended January 1,
1994, are incorporated herein by reference.
4.3 Wolverine World Wide, Inc. 1995 Stock Incentive
Plan
5 Opinion Regarding Legality of Securities Offered--
Included in Exhibit 23.1 and incorporated herein
by reference.
23.1 Consent of Warner Norcross & Judd LLP.
23.2 Consent of Ernst & Young LLP.
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24 Powers of Attorney.
Item 9. Undertakings.
(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 (the "1933
Act");
(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 thereto) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the 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 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability
under the 1933 Act, 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
that remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the 1933 Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in
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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.
(h) Insofar as indemnification for liabilities arising
under the 1933 Act 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 public policy as expressed in the 1933
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 1933 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the 1933 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 Rockford, State of Michigan, on this 26th day of October, 1995.
WOLVERINE WORLD WIDE, INC.
By /s/Blake W. Krueger
Blake W. Krueger
Secretary and General Counsel
Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated:
Signature Title Date
Geoffrey B. Bloom* President, Chief Executive Officer, October 26, 1995
Geoffrey B. Bloom and Director
Daniel T. Carroll* Director October 26, 1995
Daniel T. Carroll
Thomas D. Gleason* Director October 26, 1995
Thomas D. Gleason
Alberto L. Grimoldi* Director October 26, 1995
Alberto L. Grimoldi
David T. Kollat* Director October 26, 1995
David T. Kollat
Phillip D. Matthews* Director October 26, 1995
Phillip D. Matthews
David P. Mehney* Director October 26, 1995
David P. Mehney
Stuart J. Northrop* Director October 26, 1995
Stuart J. Northrop
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Signature Title Date
Timothy J. O'Donovan* Executive Vice President and October 26, 1995
Timothy J. O'Donovan Director
Joseph A. Parini* Director October 26, 1995
Joseph A. Parini
Joan Parker* Director October 26, 1995
Joan Parker
Elizabeth A. Sanders* Director October 26, 1995
Elizabeth A. Sanders
Stephen L. Gulis, Jr.* Vice President and Chief October 26, 1995
Stephen L. Gulis, Jr. Financial Officer
(Principal Financial and
Accounting Officer)
*By /s/Blake W. Krueger
Blake W. Krueger, Secretary and General Counsel
Attorney-in-Fact
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Commission No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
WOLVERINE WORLD WIDE, INC.
9341 Courtland Drive
Rockford, Michigan 49351
(616) 866-5500
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EXHIBIT INDEX
Exhibit Page
Number Document Number
4.1 The Company's Certificate of Incorporation, as *
amended, filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended
June 18, 1994, is incorporated herein by
reference.
4.2 The Company's Amended and Restated Bylaws, filed *
as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended
January 1, 1994, are incorporated herein by
reference.
4.3 Wolverine World Wide, Inc. 1995 Stock Incentive
Plan.
5 Opinion Regarding Legality of Securities Offered-- *
Included in Exhibit 23.1 and incorporated herein
by reference.
23.1 Consent of Warner Norcross & Judd LLP.
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney.
* Incorporated by reference.
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EXHIBIT 4.3
WOLVERINE WORLD WIDE, INC.
1995 STOCK INCENTIVE PLAN
SECTION 1
Establishment of Plan; Purpose of Plan
1.1 Establishment of Plan. The Company hereby establishes the 1995
STOCK INCENTIVE PLAN (the "Plan") for its corporate, divisional, and
Subsidiary officers and other key employees. The Plan permits the grant
and award of Stock Options, Restricted Stock, Stock Awards, and Tax Benefit
Rights.
1.2 Purpose of Plan. The purpose of the Plan is to provide officers
and key management employees of the Company, its divisions, and its
Subsidiaries with an increased incentive to make significant and
extraordinary contributions to the long-term performance and growth of the
Company and its Subsidiaries, to join the interests of officers and key
employees with the interests of the Company's stockholders through the
opportunity for increased stock ownership, and to attract and retain
officers and key employees of exceptional ability. The Plan is further
intended to provide flexibility to the Company in structuring long-term
incentive compensation to best promote the foregoing objectives.
SECTION 2
Definitions
The following words have the following meanings unless a
different meaning is plainly required by the context:
2.1 "Act" means the Securities Exchange Act of 1934, as amended.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Change in Control" means (i) the failure of the Continuing
Directors at any time to constitute at least a majority of the
members of the Board; (ii) the acquisition by any Person other
than an Excluded Holder of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Act) of twenty
percent (20%) or more of the outstanding Common Stock or the
combined voting power of the Company's outstanding securities
entitled to vote generally in the election of directors; (iii)
the approval by the stockholders of the Company of a
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reorganization, merger or consolidation, unless with or into a
Permitted Successor; or (iv) the approval by the stockholders of
the Company of a complete liquidation or dissolution of the
Company or the sale or disposition of all or substantially all of
the assets of the Company other than to a Permitted Successor.
2.4 "Code" means the Internal Revenue Code of 1986, as amended.
2.5 "Committee" means the Compensation Committee of the Board or such
other committee as the Board shall designate to administer the
Plan. The Committee shall consist of at least two members of the
Board, and all of its members shall be "disinterested persons" as
defined in Rule 16b-3 under the Act.
2.6 "Common Stock" means the Common Stock of the Company, par value
$1 per share.
2.7 "Company" means Wolverine World Wide, Inc., a Delaware
corporation, and its successors and assigns.
2.8 "Continuing Directors" mean the individuals constituting the
Board as of the date this Plan was adopted and any subsequent
directors whose election or nomination for election by the
Company's stockholders was approved by a vote of two-thirds (2/3)
of the individuals who are then Continuing Directors, but
specifically excluding any individual whose initial assumption of
office occurs as a result of either an actual or threatened
election contest (as the term is used in Rule 14a-11 of
Regulation 14A promulgated under the Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of
a Person other than the Board.
2.9 "Employee Benefit Plan" means any plan or program established by
the Company or a Subsidiary for the compensation or benefit of
employees of the Company or any of its Subsidiaries.
2.10 "Excluded Holder" means (A) any Person who at the time this Plan
was adopted was the beneficial owner of twenty percent (20%) or
more of the outstanding Common Stock or (B) the Company, a
Subsidiary or any Employee Benefit Plan of the Company or a
Subsidiary or any trust holding Common Stock or other securities
pursuant to the terms of an Employee Benefit Plan.
2.11 "Incentive Award" means the award or grant of a Stock Option,
Restricted Stock, Stock Award, or Tax Benefit Right to a
Participant pursuant to the Plan.
2.12 "Market Value" shall equal the mean of the highest and lowest
sales prices of shares of Common Stock on the New York Stock
Exchange (or any successor exchange that is the primary stock
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exchange for trading of Common Stock) on the date of grant, or if
the New York Stock Exchange (or any such successor) is closed on
that date, the last preceding date on which the New York Stock
Exchange (or any such successor) was open for trading and on
which shares of Common Stock were traded.
2.13 "Participant" means a corporate officer, divisional officer, or
any key employee of the Company, its divisions, or its
Subsidiaries who the Committee determines is eligible to
participate in the Plan and who is designated to be granted an
Incentive Award under the Plan.
2.14 "Permitted Successor" means a corporation which, immediately
following the consummation of a transaction specified in clauses
(iii) and (iv) of the definition of "Change in Control" above,
satisfies each of the following criteria: (A) sixty percent
(60%) or more of the outstanding common stock of the corporation
and the combined voting power of the outstanding securities of
the corporation entitled to vote generally in the election of
directors (in each case determined immediately following the
consummation of the applicable transaction) is beneficially
owned, directly or indirectly, by all or substantially all of the
Persons who were the beneficial owners of the Company's
outstanding Common Stock and outstanding securities entitled to
vote generally in the election of directors (respectively)
immediately prior to the applicable transaction, (B) no Person
other than an Excluded Holder beneficially owns, directly or
indirectly, twenty percent (20%) or more of the outstanding
common stock of the corporation or the combined voting power of
the outstanding securities of the corporation entitled to vote
generally in the election of directors (for these purposes the
term Excluded Holder shall include the corporation, any
Subsidiary of the corporation and any Employee Benefit Plan of
the corporation or any such Subsidiary or any trust holding
common stock or other securities of the corporation pursuant to
the terms of any such Employee Benefit Plan), and (C) at least a
majority of the board of directors is comprised of Continuing
Directors.
2.15 "Person" has the same meaning as set forth in Section 13(d) and
14(d)(2) of the Act.
2.16 "Restricted Period" means the period of time during which
Restricted Stock awarded under the Plan is subject to
restrictions. The Restricted Period may differ among
Participants and may have different expiration dates with respect
to shares of Common Stock covered by the same Incentive Award.
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2.17 "Restricted Stock" means Common Stock awarded to a Participant
pursuant to Section 6 of the Plan.
2.18 "Retirement" means the voluntary termination of all employment by
a Participant after the Participant has attained 60 years of age,
or such other age as shall be determined by the Committee in its
sole discretion or as otherwise may be set forth in the Incentive
Award agreement or other grant document with respect to a
Participant and a particular Incentive Award.
2.19 "Stock Award" means an award of Common Stock awarded to a
Participant pursuant to Section 7 of the Plan.
2.20 "Stock Option" means the right to purchase Common Stock at a
stated price for a specified period of time. For purposes of the
Plan, a Stock Option may be either an incentive stock option
within the meaning of Section 422(b) of the Code or a
nonqualified stock option.
2.21 "Subsidiary" means any corporation or other entity of which fifty
percent (50%) or more of the outstanding voting stock or voting
ownership interest is directly or indirectly owned or controlled
by the Company or by one or more Subsidiaries of the Company.
2.22 "Tax Benefit Right" means any right granted to a Participant
pursuant to Section 8 of the Plan.
SECTION 3
Administration
3.1 Power and Authority. The Committee shall administer the Plan,
shall have full power and authority to interpret the provisions of the Plan
and Incentive Awards granted under the Plan, and shall have full power and
authority to supervise the administration of the Plan and Incentive Awards
granted under the Plan. All determinations, interpretations, and
selections made by the Committee regarding the Plan shall be final and
conclusive. The Committee shall hold its meetings at such times and places
as it deems advisable. Action may be taken by a written instrument signed
by a majority of the members of the Committee, and any action so taken
shall be fully as effective as if it had been taken at a meeting duly
called and held. The Committee shall make such rules and regulations for
the conduct of its business as it deems advisable. The members of the
Committee shall not be paid any additional fees for their services.
3.2 Grants or Awards to Participants. In accordance with and subject
to the provisions of the Plan, the Committee shall have the authority to
determine all provisions of Incentive Awards as the Committee may deem
necessary or desirable and as are consistent with the terms of the Plan,
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including, without limitation, the following: (a) the persons who shall be
selected as Participants; (b) the nature and extent of the Incentive Awards
to be made to each Participant (including the number of shares of Common
Stock to be subject to each Incentive Award, any exercise price, the manner
in which an Incentive Award will vest or become exercisable, and the form
of payment for the Incentive Award); (c) the time or times when Incentive
Awards will be granted; (d) the duration of each Incentive Award; and (e)
the restrictions and other conditions to which payment or vesting of
Incentive Awards may be subject.
3.3 Amendments or Modifications of Awards. The Committee shall have
the authority to amend or modify the terms of any outstanding Incentive
Award in any manner, provided that the amended or modified terms are not
prohibited by the Plan as then in effect, including, without limitation,
the authority to: (a) modify the number of shares or other terms and
conditions of an Incentive Award; (b) extend the term of an Incentive
Award; (c) accelerate the exercisability or vesting or otherwise terminate
any restrictions relating to an Incentive Award; (d) accept the surrender
of any outstanding Incentive Award; or (e) to the extent not previously
exercised or vested, authorize the grant of new Incentive Awards in
substitution for surrendered Incentive Awards.
3.4 Indemnification of Committee Members. Each person who is or
shall have been a member of the Committee shall be indemnified and held
harmless by the Company from and against any cost, liability, or expense
imposed or incurred in connection with such person's or the Committee's
taking or failing to take any action under the Plan. Each such person
shall be justified in relying on information furnished in connection with
the Plan's administration by any appropriate person or persons.
SECTION 4
Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in
subsection 4.2 of the Plan, a maximum of 500,000 shares of Common Stock
shall be available for Incentive Awards under the Plan. Such shares shall
be authorized and may be either unissued or treasury shares.
4.2 Adjustments. If the number of shares of Common Stock outstanding
changes by reason of a stock dividend, stock split, recapitalization,
merger, consolidation, combination, exchange of shares, or any other change
in the corporate structure or shares of the Company, the number and kind of
securities subject to and reserved under the Plan, together with applicable
exercise prices, shall be appropriately adjusted. No fractional shares
shall be issued pursuant to the Plan, and any fractional shares resulting
from adjustments shall be eliminated from the respective Incentive Awards,
with an appropriate cash adjustment for the value of any Incentive Awards
eliminated. If an Incentive Award is cancelled, surrendered, modified,
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exchanged for a substitute Incentive Award, or expires or terminates during
the term of the Plan but prior to the exercise or vesting of the Incentive
Award in full, the shares subject to but not delivered under such Incentive
Award shall be available for other Incentive Awards.
SECTION 5
Stock Options
5.1 Grant. A Participant may be granted one or more Stock Options
under the Plan. Stock Options shall be subject to such terms and
conditions, consistent with the other provisions of the Plan, as may be
determined by the Committee in its sole discretion. In addition, the
Committee may vary, among Participants and among Stock Options granted to
the same Participant, any and all of the terms and conditions of the Stock
Options granted under the Plan. The Committee shall have complete
discretion in determining the number of Stock Options granted to each
Participant. The Committee may designate whether or not a Stock Option is
to be considered an incentive stock option as defined in Section 422(b) of
the Code.
5.2 Stock Option Agreements. Stock Options shall be evidenced by
Stock Option agreements containing such terms and conditions, consistent
with the provisions of the Plan, as the Committee shall from time to time
determine. To the extent not covered by the Stock Option agreement, the
terms and conditions of this Section 5 shall govern.
5.3 Stock Option Price. The per share Stock Option price shall be
determined by the Committee, but shall be a price that is equal to or
higher than the par value of the Company's Common Stock; provided, however,
that the per share Stock Option price for any shares designated as
incentive stock options shall be equal to or greater than one hundred
percent (100%) of the Market Value on the date of grant.
5.4 Medium and Time of Payment. The exercise price for each share
purchased pursuant to a Stock Option granted under the Plan shall be
payable in cash or, if the Committee consents, in shares of Common Stock
(including Common Stock to be received upon a simultaneous exercise) or
other consideration substantially equivalent to cash. The time and terms
of payment may be amended with the consent of a Participant before or after
exercise of a Stock Option. The Committee may from time to time authorize
payment of all or a portion of the Stock Option price in the form of a
promissory note or other deferred payment installments according to such
terms as the Committee may approve. The Board may restrict or suspend the
power of the Committee to permit such loans and may require that adequate
security be provided.
5.5 Stock Options Granted to Ten Percent Stockholders. No Stock
Option granted to any Participant who at the time of such grant owns,
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together with stock attributed to such Participant under Section 424(d) of
the Code, more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any of its Subsidiaries may be
designated as an incentive stock option, unless such Stock Option provides
an exercise price equal to at least one hundred ten percent (110%) of the
Market Value of the Common Stock and the exercise of the Stock Option after
the expiration of five years from the date of grant of the Stock Option is
prohibited by its terms.
5.6 Limits on Exercisability. Stock Options shall be exercisable for
such periods as may be fixed by the Committee, not to exceed 10 years from
the date of grant. At the time of the exercise of a Stock Option, the
holder of the Stock Option, if requested by the Committee, must represent
to the Company that the shares are being acquired for investment and not
with a view to the distribution thereof. The Committee may in its
discretion require a Participant to continue the Participant's service with
the Company and its Subsidiaries for a certain length of time prior to a
Stock Option becoming exercisable and may eliminate such delayed vesting
provisions. No Stock Option issued to officers and employees subject to
Section 16 of the Act shall be exercisable during the first six months of
its term.
5.7 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents
(before or after the option grant) or unless the Stock Option
agreement or grant provide otherwise; (i) no Stock Options
granted under the Plan may be sold, exchanged, transferred,
pledged, assigned, or otherwise alienated or hypothecated except
by will or the laws of descent and distribution; and (ii) all
Stock Options granted to a Participant shall be exercisable
during the Participant's lifetime only by such Participant, his
guardian, or legal representative.
(b) Other Restrictions. The Committee may impose other
restrictions on any shares of Common Stock acquired pursuant to
the exercise of a Stock Option under the Plan as the Committee
deems advisable, including, without limitation, restrictions
under applicable federal or state securities laws.
5.8 Termination of Employment or Officer Status.
(a) General. If a Participant ceases to be employed by or
an officer of the Company or one of its Subsidiaries for any
reason other than the Participant's death, disability,
Retirement, or termination for cause, the Participant may
exercise his Stock Options only for a period of three months
after such termination of employment or officer status, but only
to the extent the Participant was entitled to exercise the Stock
Options on the date of termination, unless the Committee
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otherwise consents or the terms of the Stock Option agreement or
grant provide otherwise. For purposes of the Plan, the following
shall not be deemed a termination of employment or officer
status: (i) a transfer of an employee from the Company to any
Subsidiary; (ii) a leave of absence, duly authorized in writing
by the Company, for military service or for any other purpose
approved by the Company if the period of such leave does not
exceed 90 days; (iii) a leave of absence in excess of 90 days,
duly authorized in writing by the company, provided that the
employee's right to reemployment is guaranteed either by statute
or contract; or (iv) a termination of employment with continued
service as an officer.
(b) Death. If a Participant dies either while an employee
or officer of the Company or one of its Subsidiaries or after the
termination of employment other than for cause but during the
time when the Participant could have exercised a Stock Option
under the Plan, the Stock Option issued to such Participant shall
be exercisable by the personal representative of such Participant
or other successor to the interest of the Participant for one
year after the Participant's death, but only to the extent that
the Participant was entitled to exercise the Stock Option on the
date of death or termination of employment, whichever first
occurred, unless the Committee otherwise consents or the terms of
the Stock Option agreement or grant provide otherwise.
(c) Disability. If a Participant ceases to be an employee
or officer of the Company or one of its Subsidiaries due to the
Participant's disability, the Participant may exercise a Stock
Option for a period of one year following such termination of
employment, but only to the extent that the Participant was
entitled to exercise the Stock Option on the date of such event,
unless the Committee otherwise consents or the terms of the Stock
Option agreement or grant provide otherwise.
(d) Participant Retirement. If a Participant Retires as an
employee or officer of the Company or one of its Subsidiaries,
any Stock Option granted under the Plan may be exercised during
the remaining term of the Stock Option, unless the terms of the
Stock Option agreement or grant provide otherwise.
(e) Termination for Cause. If a Participant is terminated
for cause, the Participant shall have no further right to
exercise any Stock Option previously granted, unless the
committee and the Board determine otherwise.
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SECTION 6
Restricted Stock
6.1 Grant. A Participant may be granted Restricted Stock under
the Plan. Restricted Stock shall be subject to such terms and
conditions, consistent with the other provisions of the Plan, as
shall be determined by the Committee in its sole discretion. The
Committee may impose such restrictions or conditions, consistent
with the provisions of the Plan, to the vesting of Restricted
Stock as it deems appropriate.
6.2 Termination of Employment or Officer Status.
(a) General. In the event of termination of employment or
officer status during the Restricted Period for any reason other
than death, disability, Retirement, or termination for cause,
then any shares of Restricted Stock still subject to restrictions
at the date of such termination shall automatically be forfeited
and returned to the Company; PROVIDED, HOWEVER, that in the event
of a voluntary or involuntary termination of the employment or
officer status of a Participant by the Company, the Committee
may, in its sole discretion, waive the automatic forfeiture of
any or all such shares of Restricted Stock and/or may add such
new restrictions to such shares of Restricted Stock as it deems
appropriate. For purposes of the Plan, the following shall not
be deemed a termination of employment or officer status: (i) a
transfer of an employee from the Company to any Subsidiary; (ii)
a leave of absence, duly authorized in writing by the Company,
for military service or for any other purpose approved by the
Company if the period of such leave does not exceed 90 days;
(iii) a leave of absence in excess of 90 days duly authorized in
writing by the Company, provided that the employee's right to
reemployment is guaranteed either by statute or contract; and
(iv) a termination of employment with continued service as an
officer.
(b) Death, Retirement, or Disability. Unless the Committee
otherwise consents or unless the terms of the Restricted Stock
agreement or grant provide otherwise, in the event a Participant
terminates his employment with the Company because of death,
disability, or Retirement during the Restricted Period, the
restrictions applicable to the shares of Restricted Stock shall
terminate automatically with respect to that number of shares
(rounded to the nearest whole number) equal to the total number
of shares of Restricted Stock granted to such Participant
multiplied by the number of full months that have elapsed since
the date of gant divided by the maximum number of full months of
the Restricted Period. All remaining shares shall be forfeited
and returned to the Company; PROVIDED, HOWEVER, that the
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Committee may, in its sole discretion, waive the restrictions
remaining on any or all such remaining shares of Restricted Stock
either before or after the death, disability, or Retirement of
the Participant.
(c) Termination for Cause. If a Participant's employment
is terminated for cause, the Participant shall have no further
right to exercise or receive any Restricted Stock, and all
restricted Stock still subject to restrictions at the date of
such termination shall automatically be forfeited and returned to
the Company, unless the Committee and the Board determine
otherwise.
6.4 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents or
unless the terms of the Restricted Stock agreement or grant
provide otherwise: (i) shares of Restricted Stock shall not be
sold, exchanged, transferred, pledged, assigned, or otherwise
alienated or hypothecated during the Restricted Period except by
will or the laws of descent and distribution; and (ii) all rights
with respect to Restricted Stock granted to a Participant under
the Plan shall be exercisable during the Participant's lifetime
only by such Participant, his guardian, or legal representative.
(b) Other Restrictions. The Committee may impose other
restrictions on any shares of Common Stock acquired pursuant to
an award of Restricted Stock under the Plan as the Committee
deems advisable, including, without limitation, restrictions
under applicable federal or state securities laws.
6.5 Legending of Restricted Stock. Any certificates evidencing
shares of Restricted Stock awarded pursuant to the Plan shall bear the
following legend:
The shares represented by this certificate were issued
subject to certain restrictions under the Wolverine World Wide,
Inc. 1995 Stock Incentive Plan (the "Plan"). A copy of the Plan
is on file in the office of the Secretary of the Company. This
certificate is held subject to the terms and conditions contained
in a restricted stock agreement that includes a prohibition
against the sale or transfer of the stock represented by this
certificate except in compliance with that agreement, and that
provides for forfeiture upon certain events.
6.6 Representations and Warranties. A Participant who is awarded
Restricted Stock shall represent and warrant that the Participant is
acquiring the Restricted Stock for the Participant's own account and
investment and without any intention to resell or redistribute the
Restricted Stock. The Participant shall agree not to resell or distribute
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such Restricted Stock after the Restricted Period except upon such
conditions as the Company may reasonably specify to ensure compliance with
federal and state securities laws.
6.7 Rights as a Stockholder. A Participant shall have all voting,
dividend, liquidation, and other rights with respect to Restricted Stock
held of record by such Participant as if the Participant held unrestricted
Common Stock; PROVIDED, HOWEVER, that the unvested portion of any award of
Restricted Stock shall be subject to any restrictions on transferability or
risks of forfeiture imposed pursuant to subsections 6.1 and 6.4 of the
Plan. Unless the Committee otherwise determines or unless the terms of the
Restricted Stock agreement or grant provide otherwise, any noncash
dividends or distributions paid with respect to shares of unvested
Restricted Stock shall be subject to the same restrictions as the shares to
which such dividends or distributions relate.
SECTION 7
Stock Awards
7.1 Grant. A Participant may be granted one or more Stock Awards
under the Plan in lieu of, or as payment for, the rights of a Participant
under any other compensation plan, policy, or program of the Company or its
Subsidiaries. Stock Awards shall be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by
the Committee in its sole discretion.
7.2 Rights as a Stockholder. A Participant shall have all voting,
dividend, liquidation, and other rights with respect to shares of Common
Stock issued to the Participant as a Stock Award under this Section 7 upon
the Participant becoming the holder of record of the Common Stock granted
pursuant to such Stock Awards; provided, however, that the Committee may
impose such restrictions on the assignment or transfer of Common Stock
awarded pursuant to a Stock Award as it deems appropriate.
SECTION 8
Tax Benefit Rights
8.1 Grant. A Participant may be granted Tax Benefit Rights under
the Plan to encourage a Participant to exercise Stock Options and provide
certain tax benefits to the Company. A Tax Benefit Right entitles a
Participant to receive from the Company or a Subsidiary a cash payment not
to exceed the amount calculated by multiplying the ordinary income, if any,
realized by the Participant for federal tax purposes as a result of the
exercise of a nonqualified stock option, or the disqualifying disposition
of shares acquired under an incentive stock option, by the maximum federal
income tax rate (including any surtax or similar charge or assessment) for
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corporations, plus the applicable state and local tax imposed on the
exercise of the Stock Option or the disqualifying disposition.
8.2 Restrictions. A Tax Benefit Right may be granted only with
respect to a stock option issued and outstanding or to be issued under the
Plan or any other plan of the Company or its Subsidiaries that has been
approved by the stockholders as of the date of the Plan and may be granted
concurrently with or after the grant of the stock option. Such rights with
respect to outstanding stock options shall be issued only with the consent
of the Participant if the effect would be to disqualify an incentive stock
option, change the date of grant or the exercise price, or otherwise impair
the Participant's existing stock options. A stock option to which a Tax
Benefit Right has been attached shall not be exercisable by an officer or
employee subject to Section 16 of the Act for a period of six months from
the date of the grant of the Tax Benefit Right.
8.3 Terms and Conditions. The Committee shall determine the terms
and conditions of any Tax Benefit Rights granted and the Participants to
whom such rights will be granted with respect to stock options under the
Plan or any other plan of the Company. The Committee may amend, cancel,
limit the term of, or limit the amount payable under a Tax Benefit Right at
any time prior to the exercise of the related stock option, unless
otherwise provided under the terms of the Tax Benefit Right. The net
amount of a Tax Benefit Right, subject to withholding, may be used to pay a
portion of the stock option price, unless otherwise provided by the
Committee.
SECTION 9
Change in Control
9.1 Acceleration of Vesting. If a Change in Control of the Company
shall occur, then, unless the Committee or the Board otherwise determines
with respect to one or more Incentive Awards, without action by the
Committee or the Board (a) all outstanding Stock Options shall become
immediately exercisable in full and shall remain exercisable during the
remaining term thereof, regardless of whether the Participants to whom such
Stock Options have been granted remain in the employ or service of the
Company or any Subsidiary; and (b) all other outstanding Incentive Awards
shall become immediately fully vested and nonforfeitable.
9.2 Cash Payment for Stock Options. If a Change in Control of the
Company shall occur, then the Committee, in its sole discretion, and
without the consent of any Participant affected thereby, may determine that
some or all Participants holding outstanding Stock Options shall receive,
with respect to some or all of the shares of Common Stock subject to such
Stock Options, as of the effective date of any such Change in Control of
the Company, cash in an amount equal to the greater of the excess of (a)
the highest sales price of the shares on the New York Stock Exchange on the
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date immediately prior to the effective date of such Change in Control of
the Company or (b) the highest price per share actually paid in connection
with any Change in Control of the Company over the exercise price per share
of such Stock Options.
SECTION 10
General Provisions
10.1 No Rights to Awards. No Participant or other person shall have
any claim to be granted any Incentive Award under the Plan, and there is no
obligation of uniformity of treatment of Participants or holders or
beneficiaries of Incentive Awards under the Plan. The terms and conditions
of Incentive Awards of the same type and the determination of the Committee
to grant a waiver or modification of any Incentive Award and the terms and
conditions thereof need not be the same with respect to each Participant.
10.2 Withholding. The Company or a Subsidiary shall be entitled to
(a) withhold and deduct from future wages of a Participant (or from other
amounts that may be due and owing to a Participant from the Company or a
Subsidiary), or make other arrangements for the collection of, all legally
required amounts necessary to satisfy any and all federal, state, and local
withholding and employment-related tax requirements attributable to an
Incentive Award, including, without limitation, the grant, exercise, or
vesting of, or payment of dividends with respect to, an Incentive Award or
a disqualifying disposition of Common Stock received upon exercise of an
incentive stock option; or (b) require a Participant promptly to remit the
amount of such withholding to the Company before taking any action with
respect to an Incentive Award. Unless the Committee determines otherwise,
withholding may be satisfied by withholding Common Stock to be received
upon exercise or by delivery to the Company of previously owned Common
Stock. The Company may establish such rules and procedures concerning
timing of any withholding election as it deems appropriate to comply with
Rule 16b-3 under the Act.
10.3 Compliance With Laws; Listing and Registration of Shares. All
Incentive Awards granted under the Plan (and all issuances of Common Stock
or other securities under the Plan) shall be subject to all applicable
laws, rules, and regulations, and to the requirement that if at any time
the Committee shall determine, in its discretion, that the listing,
registration, or qualification of the shares covered thereby upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as
a condition of, or in connection with, the grant of such Incentive Award or
the issue or purchase of shares thereunder, such Incentive Award may not be
exercised in whole or in part, or the restrictions on such Incentive Award
shall not lapse, unless and until such listing, registration,
qualification, consent, or approval shall have been effected or obtained
free of any conditions not acceptable to the Committee.
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10.4 Limit on Plan Awards. No Participant shall be eligible to
receive Incentive Awards under the Plan which in the aggregate represent
more than 25% of the total shares available for Incentive Awards granted
under the Plan.
10.5 No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent the Company or any Subsidiary from adopting or
continuing in effect other or additional compensation arrangements,
including the grant of stock options and other stock-based awards, and such
arrangements may be either generally applicable or applicable only in
specific cases.
10.6 No Right to Employment. The grant of an Incentive Award shall
not be construed as giving a Participant the right to be retained in the
employ of the Company or any Subsidiary. The Company or any Subsidiary may
at any time dismiss a Participant from employment, free from any liability
or any claim under the Plan, unless otherwise expressly provided in the
Plan or in any written agreement with a Participant.
10.7 Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be determined
in accordance with the laws of the State of Michigan and applicable federal
law.
10.8 Severability. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining provisions of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included.
SECTION 11
Termination and Amendment
The Board may terminate the Plan at any time, or may from time to
time amend the Plan as it deems proper and in the best interests of the
Company, provided that without stockholder approval no such amendment may:
(a) materially increase either the benefits to Participants under the Plan
or the number of shares that may be issued under the Plan; (b) materially
modify the eligibility requirements; or (c) impair any outstanding
Incentive Award without the consent of the Participant, except according to
the terms of the Plan or the Incentive Award. No termination, amendment,
or modification of the Plan shall become effective with respect to any
Incentive Award previously granted under the Plan without the prior written
consent of the Participant holding such Incentive Award unless such
amendment or modification operates solely to the benefit of the
Participant.
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SECTION 12
Effective Date and Duration of the Plan
This Plan shall take effect April 19, 1995, subject to approval
by the stockholders at the 1995 Annual Meeting of Stockholders or any
adjournment thereof or at a Special Meeting of Stockholders. Unless
earlier terminated by the Board of Directors, the Plan shall terminate on
April 18, 2005. No Incentive Award shall be granted under the Plan after
such date.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Form S-8 Registration
Statement pertaining to the Wolverine World Wide, Inc. 1995 Stock Incentive
Plan of our report dated February 16, 1995, with respect to the consolidated
financial statements and schedules of Wolverine World Wide, Inc. and
subsidiaries included in its Annual Report (Form 10-K) for the fiscal year
ended December 31, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Grand Rapids, Michigan
October 25, 1995
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EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned, in his or her capacity as a director or officer,
or both, as the case may be, of Wolverine World Wide, Inc., does hereby
appoint GEOFFREY B. BLOOM, STEPHEN L. GULIS, JR., and BLAKE W. KRUEGER, and
any of them severally, his or her true and lawful attorney or attorneys
with full power of substitution to execute in his or her name, in his or
her capacity as a director or officer, or both, as the case may be, of
Wolverine World Wide, Inc., a Form S-8 Registration Statement of Wolverine
World Wide, Inc. with respect to the issuance of up to 750,000 shares of
its Common Stock, $1.00 par value, to be offered in connection with the
Wolverine World Wide, Inc. 1995 Stock Incentive Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
Signature Title Date
/s/ Geoffrey B. Bloom President, Chief October 5,1995
Geoffrey B. Bloom Executive Officer and
Director (Principal
Executive Officer)
/s/ Daniel T. Carroll Director October 5, 1995
Daniel T. Carroll
/s/ Thomas D. Gleason Director October 5, 1995
Thomas D. Gleason
/s/ Alberto L. Grimoldi Director October 5, 1995
Alberto L. Grimoldi
/s/ David T. Kollat Director October 5, 1995
David T. Kollat
/s/ Phillip D. Matthews Chairman of the October 5, 1995
Phillip D. Matthews Board and Director
/s/ David P. Mehney Director October 5, 1995
David P. Mehney
/s/ Stuart J. Northrop Director October 5, 1995
Stuart J. Northrop
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/s/ Timothy J. O'Donovan Executive Vice President October 5, 1995
Timothy J. O'Donovan and Director
/s/ Joseph A. Parini Director October 5, 1995
Joseph A. Parini
/s/ Joan Parker Director October 5, 1995
Joan Parker
/s/ Elizabeth A. Sanders Director October 5, 1995
Elizabeth A. Sanders
/s/ Stephen L. Gulis, Jr. Vice President and October 5, 1995
Stephen L. Gulis, Jr. Chief Financial Officer
(Principal Financial and
Accounting Officer)
-31-
EXHIBITS 5 AND 23.1
October 26, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Wolverine World Wide, Inc.
Registration Statement on Form S-8
1995 Stock Incentive Plan
Dear Sir or Madam:
We represent Wolverine World Wide, Inc., a Delaware corporation
(the "Corporation") with respect to the above-captioned registration
statement on Form S-8 (the "Registration Statement") filed pursuant to the
Securities Act of 1933 (the "Act") to register 750,000 shares of the
Corporation's common stock, $1 par value per share.
As general counsel for the Corporation, we have examined and are
familiar with the Corporation's Certificate of Incorporation, Bylaws, and
other corporate records and docu- ments and have made such further
examination as we have deemed necessary or advisable in order to enable us
to render this opinion. We have also assisted in preparing the
Registration Statement.
Based on the foregoing, we are of the opinion that:
1. The Corporation is a corporation duly organized and validly
existing under the laws of the State of Delaware.
2. The seven hundred fifty thousand shares of common stock being
registered on Form S-8 under the Act are duly authorized shares, and when
issued pursuant to the Corporation's 1995 Stock Incentive Plan will be
legally issued and outstanding, fully paid, and nonassessable.
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We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement on Form S-8 covering the common stock to be issued
pursuant to the Corporation's 1995 Stock Incentive Plan.
Very truly yours,
WARNER NORCROSS & JUDD LLP
By /s/Blake W. Krueger
Blake W. Krueger
A Partner
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