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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DANIEL GREEN COMPANY
(Exact name of issuer as specified in its charter)
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Massachusetts 15-0327010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 North Main Street
Old Town, Maine 04468
(address of principal executive offices)
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2001 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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Greg A. Tunney, President
Daniel Green Company
450 North Main Street
Old Town, Maine 04468
(207) 827-4431
(Name, address and telephone number of agent for service)
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Copies of Communications to:
Harry P. Messina, Jr., Esq.
Woods Oviatt Gilman LLP
700 Crossroads Building
Rochester, New York 14614
(716) 987-2800
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered (1) Per Share (2) Price (2) Fee
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Common stock, par
value $2.50 per share 300,000 shares $3.45 $1,035,000 $258.75
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(1) This Registration Statement shall also cover any additional shares of
Common Stock under the 2001 Long-Term Incentive Plan by reason of any stock
dividend, stock split, recapitalization or similar transaction effected
without the receipt of consideration which results in an increase in the
number of outstanding shares of Common Stock of Daniel Green Company.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee and
is based upon the average of the high and low sales price reported on
Nasdaq on August 31, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Daniel Green Company (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission ("SEC"):
(a) The Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 2000.
(b) The Registrant's Quarterly Report on Form 10-QSB for the
period ended March 31, 2001.
(c) The Registrant's Current Report on Form 8-KSB dated June 1,
2001.
(d) The Registrant's Quarterly Report on Form 10-QSB for the
period ended June 30, 2001.
(e) The description of the Registrant's Common Stock contained in
Registration Statement on Form 8-A filed with the SEC on
February 23,
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1996, pursuant to Section 12 of the 1934 Act, including any
amendment or report filed for the purpose of updating such
description.
All reports and definitive proxy or information statement filed pursuant to
Section 13(a), 14 or 15(d) of the 1934 Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such 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
Section 67 of Chapter 156B of the Massachusetts General Laws provides that
a corporation may indemnify its directors and officers to the extent specified
in or authorized by (i) the articles of organization, (ii) a by-law adopted by
the stockholders, or (iii) a vote adopted by the holders of a majority of the
shares of stock entitled to vote on the election of directors. In all instances,
the extent to which a corporation provides indemnification to its directors and
officers under Section 67 is optional.
Section 10 of Article III of the Registrant's By-laws provides as follows:
Each present, former and future director and officer of the corporation shall be
entitled, without prejudice to any other rights he may have, to be reimbursed by
the corporation for, and indemnified by the corporation against, all legal and
other expenses hereafter reasonably incurred by him in connection with any
claim, action, suit or proceeding of whatever nature in which he may be involved
as a party or otherwise or with which he may be threatened by reason of his
having served, before or after the date of the adoption of this By-law, as a
director or officer of the corporation or of any subsidiary of the corporation,
whether or not wholly owned, or by reason of any action alleged to have been
theretofore or thereafter taken or omitted by him as any such director or
officer, whether or not he continues to be such director or officer at the time
of incurring such costs or expenses, including amounts paid or incurred in
connection with reasonable settlements made with a view to curtailment of costs
of litigation and with the approval of a majority of the directors of the
corporation then in office, other than those involved, whether or not such
majority constitutes a quorum. No such reimbursement or indemnity shall relate
to any expense incurred or settlement made in connection with any matter arising
out of the negligence or misconduct of such director or officer as determined
either by a court of competent jurisdiction, or, in the absence of such a
determination, by such majority of the directors acting on the advice of
counsel. The corporation and its directors, officers, employees and agents shall
not be liable to anyone for making any determination as to the existence or
absence of liability, or for making or refusing to make any payment hereunder on
the basis of such determination, or for taking or omitting to take any other
action hereunder, in
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reliance upon the advice of counsel. On vote of the Board of Directors, the
corporation may assent to the adoption of a By-law substantially to the
foregoing effect by any such subsidiary.
Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its articles of
organization, eliminate a director's personal liability to the corporation and
its stockholders for monetary damages for breaches of fiduciary duty, except in
circumstances involving (i) a breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
unauthorized distributions and loans to insiders and (iv) transactions from
which the director derived an improper personal benefit.
In its amended Articles of Organization, the Registrant has provided as
follows: No director shall be personally liable to the corporation or its
stockholders for monetary damages for any breach of fiduciary duty as a
director; provided, however, that, to the extent provided by applicable law,
this provision shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
61 or Section 62 of the Massachusetts Business Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. The
Articles further provide that no amendment to or repeal of this provision shall
apply to or have any effect on the liability or alleged liability of any
director for or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit Number Exhibit
4. Instruments defining rights of stockholders; reference is
made to Registrant's Registration Statement on Form 8-A
which is incorporated herein by reference pursuant to Item
3(b) of this Registration Statement
5. Opinion and Consent of Woods Oviatt Gilman LLP
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
23.2 Consent of Woods Oviatt Gilman LLP is contained in Exhibit 5
99.1 2001 Long-Term Incentive Plan
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
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(i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii)
to reflect in the prospectus any facts or events arising after the effective
date of this 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 this Registration Statement and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 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 and (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 Registrant's 2001 Long-Term Incentive Plan.
B. The undersigned Registrant hereby undertakes that, for purpose of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the SEC, 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 Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester, State of New York, on September 6, 2001.
DANIEL GREEN COMPANY
By: /s/ James R. Riedman
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Name: James R. Riedman
Title: Chairman and CEO
By: /s/ Robert Weedon
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Name: Robert Weedon
Title: Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
DIRECTORS
/s/ Edward Bloomberg * /s/ Steven DePerrior *
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Edward Bloomberg Steven DePerrior
/s/ Gregory Harden * /s/ Gary E. Pflugfelder *
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Gregory Harden Gary E. Pflugfelder
/s/ James R. Riedman * /s/ Greg A. Tunney *
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James R. Riedman Greg A. Tunney
/s/ Wilhelm Pfander *
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Wilhelm Pfander
DATE: September 6, 2001
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Document Description Numbered Pages
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4. Instruments defining rights of
stockholders; reference is made to
Registrant's Registration Statement
on Form 8-A which is incorporated
herein by reference pursuant to
Item 3(b) of this Registration
Statement
5. Opinion and Consent of Woods 8
Oviatt Gilman LLP
23.1 Consent of Deloitte & Touche LLP, 9
Independent Auditors
23.2 Consent of Woods Oviatt Gilman LLP
is contained in Exhibit 5
99 2001 Long-Term Incentive Plan 10
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