As filed with the Securities and Exchange Commission on August 28, 2003
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DICK’S SPORTING GOODS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 16-1241537 | |
| (State or other jurisdiction | (I.R.S. Employer | |
| of incorporation or organization) | Identification Number) |
200 Industry Drive, RIDC Park West
Pittsburgh, Pennsylvania 15275
(Address of Principal Executive Offices)
2002 Stock Plan
(Full title of the plan)
Copies of all communications to:
| Edward W. Stack | Lewis U. Davis, Jr., Esquire | |
| Chairman and Chief Executive Officer | Buchanan Ingersoll Professional Corporation | |
| Dick’s Sporting Goods, Inc. | One Oxford Centre | |
| 200 Industry Drive | 301 Grant Street, 20th Floor | |
| RIDC Park West | Pittsburgh, Pennsylvania 15219-1410 | |
| Pittsburgh, Pennsylvania 15275 | (412) 562-8800 | |
| (412) 809-0100 | ||
| (Name and address, including zip code, and | ||
| telephone number of agent for service) |
The sole purpose of this filing is to file Exhibit 4.1 to reflect certain administrative changes made to Dick’s Sporting Goods, Inc.’s 2002 Stock Plan. There have been no changes to the Registration Statement. Pursuant to Rule 462(d) under the Securities Act of 1933, as amended, this post-effective amendment is effective upon the filing of this Registration Statement with the Commission.
INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
Dick’s Sporting Goods, Inc., a Delaware corporation (the “Company”), hereby incorporates by reference into this Registration Statement the information contained in the Company’s earlier Registration Statement, File No. 333-102385 relating to the Company’s 2002 Stock Plan, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration Statement.
| Exhibit No. | Description | Method of Filing | ||
| 3.1 | Amended and Restated Certificate of Incorporation | Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-8, File No. 333-102385 | ||
| 3.2 | Amended and Restated Bylaws | Incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1, File No. 333-96587 | ||
| 4.1 | Registrant’s 2002 Stock Plan | Filed herewith | ||
| 5.1 | Opinion of Buchanan Ingersoll Professional Corporation regarding legality of the securities being registered | Incorporated by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, File No. 333-102385 | ||
| 23.1 | Independent Auditors’ Consent | Filed herewith | ||
| 23.2 | Consent of Buchanan Ingersoll Professional Corporation | (included in its opinion incorporated by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, File No. 333-102385) | ||
| 24.1 | Power of Attorney | Incorporated by reference to the signature page of the Registrant’s Registration Statement on Form S-8, File No. 333-102385 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 Pittsburgh, Commonwealth of Pennsylvania, on this 20th day of August, 2003.
| DICK’S SPORTING GOODS, INC. | ||
| By: | /s/ Edward W. Stack | |
|
|
||
| Edward W. Stack | ||
| Chairman of the Board | ||
| and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Capacity | Date | ||
| /s/ Edward W. Stack | Chairman of the Board, | August 20th , 2003 | ||
| Chief Executive Officer and | ||||
| Edward W. Stack | Director | |||
| /s/ William J. Colombo | President and Director | August 20th , 2003 | ||
| William J. Colombo | ||||
| /s/ Michael F. Hines | Chief Administrative Officer and | August 20th , 2003 | ||
| Chief Financial Officer (principal | ||||
| Michael F. Hines | financial and accounting officer) | |||
| /s/ David I. Fuente | August 20th , 2003 | |||
| Director | ||||
| David I. Fuente | ||||
| /s/ Walter Rossi | August 20th , 2003 | |||
| Director | ||||
| Walter Rossi | ||||
| /s/ Lawrence J. Schorr | Director | August 20th , 2003 | ||
| Lawrence J. Schorr | ||||
| Director | August __, 2003 | |||
| Steve E. Lebow |
EXHIBIT INDEX
| Exhibit No. | Description | Method of Filing | ||
| 3.1 | Amended and Restated Certificate of Incorporation | Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-8, File No. 333-102385 | ||
| 3.2 | Amended and Restated Bylaws | Incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1, File No. 333-96587 | ||
| 4.1 | Registrant’s 2002 Stock Plan | Filed herewith | ||
| 5.1 | Opinion of Buchanan Ingersoll Professional Corporation regarding legality of the securities being registered | Incorporated by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, File No. 333-102385 | ||
| 23.1 | Independent Auditors’ Consent | Filed herewith | ||
| 23.2 | Consent of Buchanan Ingersoll Professional Corporation | (included in its opinion incorporated by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, File No. 333-102385) | ||
| 24.1 | Power of Attorney | Incorporated by reference to the signature page of the Registrant’s Registration Statement on Form S-8, File No. 333-102385 |