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As filed with the Securities and Exchange Commission on June 10, 2005

Registration No. 333-
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

LaCrosse Footwear, Inc.

(Exact name of registrant as specified in its charter)
     
Wisconsin   39-1446816
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)    

18550 NE Riverside Parkway, Portland, Oregon 97230
(Address of principal executive offices, including zip code)

LaCrosse Footwear, Inc.
2001 Stock Incentive Plan, as Amended

LaCrosse Footwear, Inc.
2001 Non-Employee Director Stock Option Plan, as Amended
(Full title of the plan)

 
 

 

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SIGNATURES
EXHIBIT INDEX
EXHIBIT 5
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 23.1

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LaCrosse Footwear, Inc.
18550 NE Riverside Parkway
Portland, Oregon 97230
503-766-1010

(Name, address and telephone number of agent for service)

With a copy to:
Bruce A. Robertson
Garvey Schubert Barer
1191 Second Avenue, 18th Floor
Seattle, Washington 98101-2939

CALCULATION OF REGISTRATION FEE

                                 
            Proposed     Proposed maximum     Amount of  
Title of each class of securities   Amount to be     maximum offering     aggregate offering     registration  
to be registered   registered (1)     price per share (2)     price (2)     fee (2)  
 
Common Stock
   350,000 shares   $9.92     $3,472,000     $ 408.65  

(1) This registration statement covers 300,000 shares of LaCrosse Footwear, Inc. (“LaCrosse” or the “Company”) common stock, together with associated rights, that may be offered or sold pursuant to the LaCrosse Footwear, Inc. 2001 Stock Incentive Plan, as amended (the “Stock Plan”), along with 50,000 shares of the Company’s common stock, together with associated rights, that may be offered or sold pursuant to the LaCrosse Footwear, Inc. 2001 Non-Employee Director Stock Option Plan, as amended (the “Director Plan,” and together with the Stock Plan, the “Plans”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an additional indeterminate number of shares of common stock that may be offered or issued as a result of the anti-dilution provisions of the Plans.

(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act, the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of shares of the Company’s common stock on June 8th, 2005, as reported on the NASDAQ National Market System (which were $9.75 and $10.09 respectively).

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REGISTRATION OF ADDITIONAL SECURITIES

     The registrant is filing this registration statement on Form S-8 pursuant to General Instruction E to Form S-8 to register 300,000 additional shares of common stock for issuance pursuant to the exercise of options granted under the LaCrosse Footwear, Inc. 2001 Stock Incentive Plan, as amended, and 50,000 additional shares of common stock for issuance pursuant to the exercise of options granted under the LaCrosse Footwear, Inc. 2001 Non-Employee Director Stock Option Plan, as amended. The contents of the original registration statement on Form S-8 filed with the Securities and Exchange Commission on June 12, 2003 in connection with such plans (Registration No. 333-106067) are incorporated herein by reference.

EXHIBITS

     
Exhibit No.   Description
 
    
5
  Opinion of Counsel
10.1
  LaCrosse Footwear, Inc. 2001 Stock Incentive Plan, as amended (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 9, 2005)
10.2
  LaCrosse Footwear, Inc. 2001 Non-Employee Director Stock Option Plan, as amended (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 9, 2005)
10.3
  Form of Employee Non-Statutory Stock Option Agreement
10.4
  Form of Director Non-Statutory Stock Option Agreement
23.1
  Consent of Independent Auditor
23.2
  Consent of Counsel (included in opinion of counsel filed as Exhibit 5 herewith)

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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 June 10, 2005.

         
    Registrant: LACROSSE FOOTWEAR, INC.
 
        
  By:   /s/ Joseph P. Schneider
       
      Joseph P. Schneider
President and Chief Executive 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 the 10th day of June 2005.

         
Name   Title
 
        
By:
  /s/ Joseph P. Schneider   President, Chief Executive Officer (Principal
         
  Joseph P. Schneider   Executive Officer) and Director
 
        
By:
  /s/ David P. Carlson   Executive Vice President and Chief Financial
         
  David P. Carlson   Officer (Principal Financial and Accounting
      Officer)
 
        
By:
  /s/ Richard A. Rosenthal   Chairman of the Board, Director
         
  Richard A. Rosenthal    
 
        
By:
  /s/ Stephen F. Loughlin   Director
         
  Stephen F. Loughlin    
 
        
By:
  /s/ Luke E. Sims   Director
         
    Luke E. Sims    
 
        
By:
  /s/ Charles W. Smith   Director
         
  Charles W. Smith    
 
        
By:
  /s/ John D. Whitcombe   Director
         
    John D. Whitcombe    

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EXHIBIT INDEX

     
Exhibit No.   Description
 
    
5
  Opinion of Counsel
10.1
  LaCrosse Footwear, Inc. 2001 Stock Incentive Plan, as amended (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 9, 2005)
10.2
  LaCrosse Footwear, Inc. 2001 Non-Employee Director Stock Option Plan, as amended (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 9, 2005)
10.3
  Form of Employee Non-Statutory Stock Option Agreement
10.4
  Form of Director Non-Statutory Stock Option Agreement
23.1
  Consent of Independent Auditor
23.2
  Consent of Counsel (included in opinion of counsel filed as Exhibit 5 herewith)

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