As filed with the Securities and Exchange Commission on August 28, 2003
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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COLUMBIA SPORTSWEAR COMPANY
(Exact name of registrant as specified in its charter)
OREGON 93-0498284
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
14375 NW Science Park Drive
Portland, Oregon 97229
(Address of Principal (Zip Code)
Executive Offices)
Columbia Sportswear Company
1997 Stock Incentive Plan, as amended
(Full title of plan)
Bryan L. Timm
Chief Financial Officer
Columbia Sportswear Company
14375 NW Science Park Drive
Portland, OR 97229
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 985-4000
Copy to:
John R. Thomas
Shawn M. Filippi
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to Be Offering Price Per Aggregate Offering Amount of
to Be Registered Registered(1) Share(1) Price(1) Registration Fee
---------------- ------------- -------- -------- ----------------
Common Stock 68,864 Shares $50.73 $3,493,470.72 $282.62
(1) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) under the
Securities Act of 1933. The calculation of the registration fee shares
is based on $50.73, which was the average of the high and low prices of
the Common Stock on August 26, 2003 as reported by Nasdaq on
www.nasdaq.com for Nasdaq National Market issues.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Columbia Sportswear Company (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report referred to in (a) above.
(c) The description of the authorized capital stock of the Company
contained in the Company's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating the description.
All reports and other documents subsequently filed by the Company
pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, 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
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Article IV of the Company's Third Restated Articles of
Incorporation (the "Articles") requires indemnification of current or former
directors of the Company to the fullest extent not prohibited by the Oregon
Business Corporation Act (the "Act"). The Act permits or requires
indemnification of directors and officers in certain circumstances. The effects
of the Articles and the Act (the "Indemnification Provisions") are summarized as
follows:
(a) The Indemnification Provisions grant a right of
indemnification in respect of any proceeding (other than an action by or in the
right of the Company), if the person concerned acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the Company, was not adjudged liable on the basis of receipt of an
improper personal benefit and, with respect to any criminal action or
proceeding, had no reasonable cause
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to believe the conduct was unlawful. The termination of a proceeding by
judgment, order, settlement, conviction or plea of nolo contendere, or its
equivalent, is not, of itself, determinative that the person did not meet the
required standards of conduct.
(b) The Indemnification Provisions grant a right of
indemnification in respect of any proceeding by or in the right of the Company
against the expenses (including attorney fees) actually and reasonably incurred
if the person concerned acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
Company, except that no right of indemnification will be granted if the person
is adjudged to be liable to the Company.
(c) Every person who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a party
because of the person's status as a director or officer of a controversy
described in (a) or (b) above is entitled to indemnification as a matter of
right.
(d) Because the limits of permissible indemnification under Oregon
law are not clearly defined, the Indemnification Provisions may provide
indemnification broader than that described in (a) and (b).
(e) The Company may advance to a director or officer the expenses
incurred in defending any proceeding in advance of its final disposition if the
director or officer affirms in writing in good faith that he or she has met the
standard of conduct to be entitled to indemnification as described in (a) or (b)
above and undertakes to repay any amount advanced if it is determined that the
person did not meet the required standard of conduct.
The Company has entered into indemnification agreements with each
of the Company's directors pursuant to which the Company has agreed to indemnify
each director to the maximum extent available under the Act, provided that the
Board of Directors determines that the director seeking indemnification has met
the applicable standards of conduct.
The Company may obtain insurance for the protection of its
directors and officers against any liability asserted against them in their
official capacities. The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the persons
indemnified may be entitled under any bylaw, agreement, vote of shareholders or
directors or otherwise.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
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Item 8. Exhibits.
--------
4.1 Third Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2000).
4.2 Articles of Amendment of Columbia Sportswear Company
(incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2002).
4.3 2000 Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2000).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
Item 9. Undertakings.
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(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;
(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 thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
the securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Portland, State of Oregon, on August 28, 2003.
COLUMBIA SPORTSWEAR COMPANY
By: BRYAN L. TIMM
-------------------------
Bryan L. Timm
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 28th day of August 2003.
Signature Title
- --------- -----
* TIMOTHY P. BOYLE President, Chief Executive Officer
----------------------------- and Director
Timothy P. Boyle (Principal Executive Officer)
BRYAN L. TIMM Chief Financial Officer (Principal Financial
----------------------------- and Accounting Officer)
Bryan L. Timm
* GERTRUDE BOYLE Director
-----------------------------
Gertrude Boyle
* SARAH BANY Director
-----------------------------
Sarah Bany
* MURREY R. ALBERS Director
-----------------------------
Murrey R. Albers
* EDWARD S. GEORGE Director
-----------------------------
Edward S. George
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* JOHN STANTON Director
-----------------------------
John Stanton
* WALTER KLENZ Director
-----------------------------
Walter Klenz
*By: CARL DAVIS
----------------------------
Carl Davis, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Number Document Description
4.1 Third Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 31,
2000).
4.2 Articles of Amendment of Columbia Sportswear Company
(incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2002).
4.3 2000 Restated Bylaws (incorporated by reference to Exhibit
3.2 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2000).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
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