1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 1995. REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- WOLVERINE WORLD WIDE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 38-1185150 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) ------------------------- 9341 COURTLAND DRIVE, N.E., ROCKFORD, MICHIGAN 49351 (616) 866-5500 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) BLAKE W. KRUEGER General Counsel and Secretary Wolverine World Wide, Inc. 900 Old Kent Building 111 Lyon Street, N.W. Grand Rapids, Michigan 49503 (616) 752-2133 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) With Copies of Communications to: DAN BUSBEE Locke Purnell Rain Harrell (A Professional Corporation) 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201-6776 (214) 740-8000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effectiveness of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: / / If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: /X/ 33-63727 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: / / ------------------------- CALCULATION OF ADDITIONAL REGISTRATION FEE (1) Includes up to 22,500 shares which the Underwriters have the option to purchase to cover over-allotments, if any. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low prices per share of Common Stock as reported on the New York Stock Exchange on November 14, 1995. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
================================================================================================================= PROPOSED MAXIMUM PROPOSED TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------ Common Stock, $1 par value............. 172,500 $29.81 $5,142,225 $1,773 =================================================================================================================== 2 EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Reg. No. 33-63727) filed by Wolverine World Wide, Inc. (the "Company") with the Securities and Exchange Commission on October 26, 1995, including the exhibits thereto, are incorporated herein by reference. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Rockford, State of Michigan, on the 14th day of November, 1995. WOLVERINE WORLD WIDE, INC. By: * ------------------------------------ Geoffrey B. Bloom President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. II-
SIGNATURE TITLE DATE - ---------------------------------------- -------------------------------- ------------------ * Chairman of the Board of November 14, 1995 - ---------------------------------------- Directors Phillip D. Matthews * President, Chief Executive November 14, 1995 - ---------------------------------------- Officer and Director Geoffrey B. Bloom Vice Chairman of the Board of , 1995 - ---------------------------------------- Directors Thomas D. Gleason * Executive Vice President and November 14, 1995 - ---------------------------------------- Director Timothy J. O'Donovan /s/ STEPHEN L. GULIS, JR. Vice President and Chief November 14, 1995 - ---------------------------------------- Financial Officer (Principal Stephen L. Gulis, Jr. Financial and Accounting Officer) Director , 1995 - ---------------------------------------- Daniel T. Carroll * Director November 14, 1995 - ---------------------------------------- Alberto L. Grimoldi * Director November 14, 1995 - ---------------------------------------- David T. Kollat * Director November 14, 1995 - ---------------------------------------- David P. Mehney * Director November 14, 1995 - ---------------------------------------- Stuart J. Northrop * Director November 14, 1995 - ---------------------------------------- Joseph A. Parini * Director November 14, 1995 - ---------------------------------------- Joan Parker * Director November 14, 1995 - ---------------------------------------- Elizabeth A. Sanders *By /s/ STEPHEN L. GULIS, JR. ------------------------------------ Stephen L. Gulis, Jr. Attorney-in-Fact 4 EXHIBIT INDEX - ------------------------- * Incorporated by reference to the Company's Registration Statement on Form S-3 Reg. No. 33-63727.
EXHIBIT - ------- *1 Form of Underwriting Agreement. 5 Opinion of Warner Norcross & Judd LLP. 23(a) Consent of Ernst & Young, LLP. 23(b) Consent of Warner Norcross & Judd LLP (included in Exhibit 5). 24 Powers of Attorney.
1 Exhibit 5 [WARNER NORCROSS & JUDD LLP LETTERHEAD] November 14, 1995 Wolverine World Wide, Inc. 9341 Courtland Drive, NE Rockford, MI 49351 Re: REGISTRATION STATEMENT ON FORM S-3 172,500 ADDITIONAL SHARES OF COMMON STOCK Gentlemen: We are counsel to Wolverine World Wide, Inc. (the "Company") in connection with registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-3 (the "462(b) Registration Statement") filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) promulgated under the Securities Act relating to the registration under the Securities Act of an additional 172,500 shares of Common Stock, $1 par value (the "Additional Shares"). The 462(b) Registration Statement to be used for the offer and sale of the Additional Shares is filed with the Commission in connection with the proposed public offering described in the Registration Statement on Form S-3 (Registration No. 33-63727) filed with the Commission on October 26, 1995, which was declared effective by the Commission as of the date hereof. We are familiar with the proceedings taken by the Company in connection with the authorization of the Additional Shares. We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. Based upon the foregoing, we are of the opinion that the Additional Shares will be, when the 462(b) Registration Statement becomes effective and the Additional Shares are sold, issued and delivered as described in the 462(b) Registration Statement, legally issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and to reference to us under the caption "LEGAL MATTERS" in the prospectus comprising a part of the 462(b) Registration Statement. This opinion is rendered for the purposes of Item 16 of Form S-3 and Item 601 of Regulation S-K, may be relied upon only by you and the Commission, and may not be used, 2 Wolverine World Wide, Inc. November 14, 1995 Page 2 _________________________________ quoted or referred to and/or filed for any other purpose without our prior written permission. WARNER, NORCROSS & JUDD LLP /s/ Blake W. Krueger -------------------------------- By Blake W. Krueger Partner
1 EXHIBIT 23(a) Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3), and related prospectus of Wolverine World Wide, Inc. for the registration of 172,500 shares of its common stock and to the incorporation by reference therein of our report dated February 16, 1995, with respect to the consolidated financial statements and schedules of Wolverine World Wide, Inc. included in its Annual Report on 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 November 14, 1995
1 EXHIBIT 24(a) POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Geoffrey B. Bloom, Stephen L. Gulis, Jr. and Blake W. Krueger, and each of them, such individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such individual and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 33-63727) under the Securities Act of 1933 (the "Registration Statement"), relating to the offer and sale of shares of Common Stock, $1.00 par value per share, of Wolverine World Wide, Inc. and any registration statement related to the offering contemplated by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and any State or other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Phillip D. Matthews --------------------------------------- Name: Phillip D. Matthews --------------------------------- Title: Chairman -------------------------------- 2 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Geoffrey B. Bloom, Stephen L. Gulis, Jr. and Blake W. Krueger, and each of them, such individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such individual and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 33-63727) under the Securities Act of 1933 (the "Registration Statement"), relating to the offer and sale of shares of Common Stock, $1.00 par value per share, of Wolverine World Wide, Inc. and any registration statement related to the offering contemplated by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and any State or other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Geoffrey B. Bloom --------------------------------------- Name: Geoffrey B. Bloom --------------------------------- Title: President, Chief Executive Officer and Director -------------------------------- 3 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Geoffrey B. Bloom, Stephen L. Gulis, Jr. and Blake W. Krueger, and each of them, such individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such individual and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 33-63727) under the Securities Act of 1933 (the "Registration Statement"), relating to the offer and sale of shares of Common Stock, $1.00 par value per share, of Wolverine World Wide, Inc. and any registration statement related to the offering contemplated by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and any State or other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Timothy J. O'Donovan --------------------------------------- Name: Timothy J. O'Donovan --------------------------------- Title: Executive Vice President -------------------------------- 4 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Geoffrey B. Bloom, Stephen L. Gulis, Jr. and Blake W. Krueger, and each of them, such individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such individual and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 33-63727) under the Securities Act of 1933 (the "Registration Statement"), relating to the offer and sale of shares of Common Stock, $1.00 par value per share, of Wolverine World Wide, Inc. and any registration statement related to the offering contemplated by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and any State or other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Alberto L. Grimoldi --------------------------------------- Name: Alberto L. Grimoldi --------------------------------- Title: Director -------------------------------- 5 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Geoffrey B. Bloom, Stephen L. Gulis, Jr. and Blake W. Krueger, and each of them, such individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such individual and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 33-63727) under the Securities Act of 1933 (the "Registration Statement"), relating to the offer and sale of shares of Common Stock, $1.00 par value per share, of Wolverine World Wide, Inc. and any registration statement related to the offering contemplated by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and any State or other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ David T. Kollat --------------------------------------- Name: David T. Kollat --------------------------------- Title: Director -------------------------------- 6 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Geoffrey B. Bloom, Stephen L. Gulis, Jr. and Blake W. Krueger, and each of them, such individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such individual and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 33-63727) under the Securities Act of 1933 (the "Registration Statement"), relating to the offer and sale of shares of Common Stock, $1.00 par value per share, of Wolverine World Wide, Inc. and any registration statement related to the offering contemplated by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and any State or other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. --------------------------------------- Name: /s/ David A. Mehney --------------------------------- Title: Board Member -------------------------------- 7 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Geoffrey B. Bloom, Stephen L. Gulis, Jr. and Blake W. Krueger, and each of them, such individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such individual and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 33-63727) under the Securities Act of 1933 (the "Registration Statement"), relating to the offer and sale of shares of Common Stock, $1.00 par value per share, of Wolverine World Wide, Inc. and any registration statement related to the offering contemplated by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and any State or other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. --------------------------------------- Name: /s/ Stuart J. Northrop --------------------------------- Title: Director -------------------------------- 8 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Geoffrey B. Bloom, Stephen L. Gulis, Jr. and Blake W. Krueger, and each of them, such individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such individual and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 33-63727) under the Securities Act of 1933 (the "Registration Statement"), relating to the offer and sale of shares of Common Stock, $1.00 par value per share, of Wolverine World Wide, Inc. and any registration statement related to the offering contemplated by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and any State or other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. --------------------------------------- Name: /s/ Joan Parker --------------------------------- Title: Director -------------------------------- 9 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Geoffrey B. Bloom, Stephen L. Gulis, Jr. and Blake W. Krueger, and each of them, such individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such individual and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 33-63727) under the Securities Act of 1933 (the "Registration Statement"), relating to the offer and sale of shares of Common Stock, $1.00 par value per share, of Wolverine World Wide, Inc. and any registration statement related to the offering contemplated by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and any State or other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ J. A. Parini --------------------------------------- Name: J. A. Parini --------------------------------- Title: Director -------------------------------- 10 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Geoffrey B. Bloom, Stephen L. Gulis, Jr. and Blake W. Krueger, and each of them, such individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such individual and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 33-63727) under the Securities Act of 1933 (the "Registration Statement"), relating to the offer and sale of shares of Common Stock, $1.00 par value per share, of Wolverine World Wide, Inc. and any registration statement related to the offering contemplated by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and any State or other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. --------------------------------------- Name: /s/ Elizabeth Sanders --------------------------------- Title: Director --------------------------------