As filed with the Securities and Exchange Commission on October 16, 2001
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________
NIKE, INC.
(Exact name of registrant as specified in its charter)
____________
OREGON 93-0584541
(State or other jurisdiction IRS Employer
of incorporation or organization) Identification No.)
One Bowerman Drive
Beaverton, Oregon 97005-6453
(Address of Principal (Zip Code)
Executive Offices)
_____________
NIKE, Inc.
Deferred Compensation Plan
(Full title of plan)
Lindsay D. Stewart
Vice President and Chief of Staff
NIKE, Inc.
One Bowerman Drive
Beaverton, Oregon 97005-6453
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 671-6453
Copy to:
Stuart Chestler
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________
Proposed Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Offering Registration
to be Registered Registered Price Per Share Price Fee
Deferred $50,000,000 N/A $50,000,000 $12,500
Compensation
Obligations
____________________________________________________________________________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by NIKE, Inc. (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 or
the latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933 that contains audited consolidated
financial statements for the Company's latest fiscal year for
which such statements have been filed.
(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 or prospectus 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.
The securities registered hereby are deferred compensation
obligations of the Company under the NIKE, Inc. Deferred Compensation Plan
(the "Plan"). The securities represent the contractual obligation of the
Company to pay or distribute when due to participants in the Plan cash with
respect to amounts deferred in accordance with the terms of the Plan. The
right of each participant in the Plan is that of a general, unsecured
creditor of the Company. A participant's interest under the Plan may not
be sold, assigned, transferred, pledged or otherwise encumbered.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under the Oregon Business Corporation Act (the "Oregon Act"), the
Company's Restated Articles of Incorporation (the "Articles") and the
Company's Third Restated Bylaws (the "Bylaws"), the Company has broad
powers to indemnify directors and officers against liabilities that they
may incur in such capacities.
The Oregon Act authorizes the indemnification of an individual made
a party to a proceeding because the individual is or was an officer or
director against certain liability incurred in the proceeding if:
(a) the conduct of the individual was in good faith;
(b) the individual reasonably believed that his or her conduct was
in the best interests of the corporation or at least not opposed to its
best interests;
(c) in the case of any criminal proceeding, the individual had no
reasonable cause to believe his or her conduct was unlawful;
(d) in the case of any proceeding by or in the right of the
corporation, the individual was not adjudged liable to the corporation; and
(e) in connection with any proceeding (other than a proceeding by
or in the right of the corporation) charging improper personal benefit to
the individual, the individual was not adjudged liable on the basis that he
or she improperly received personal benefit.
The Oregon Act also authorizes a court to order indemnification,
whether or not the above standards of conduct have been met, if the court
determines that the officer or director is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances. In addition,
the Oregon Act provides that the indemnification described above is not
exclusive of any other rights to which officers or directors may be
entitled under the corporation's articles of incorporation or bylaws, or
under any agreement, action of its board of directors, vote of shareholders
or otherwise.
Paragraph A of Article VIII of the Articles authorizes, but does not
require, the Company to indemnify its officers and directors to the fullest
extent not prohibited by law against liability incurred in serving the
Company. Article IX of the Bylaws requires the Company to indemnify its
directors and officers to the fullest extent not prohibited by law against
liability incurred in serving the Company.
The Oregon Act also authorizes a corporation to include in its
articles of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary
damages for conduct as a director, except that such a provision cannot
affect the liability of a director (i) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any unlawful corporate distribution as
defined in the Oregon Act or (iv) for any transaction from which the
director derived an improper personal benefit.
Paragraph B of Article VIII of the Articles and Article X of the
Bylaws provide that the liability of the Company's directors to the Company
or its shareholders for monetary damages for conduct as a director is
limited to the fullest extent not prohibited by law.
In addition to the indemnification and exculpation provided by the
Articles and Bylaws, the Company has entered into an indemnity agreement
with each of its directors and officers. The indemnity agreements require
the Company to provide indemnification, to the fullest extend not
prohibited by law, for all liability (including attorney fees, judgments,
fines and amounts paid in settlement) actually and reasonably incurred by
the director or officer in connection with any actual or threatened
proceeding (including, to the extent not prohibited by law, any derivative
action) by reason of the fact that the person is or was serving as a
director or officer of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
including an employee benefit plan.
The Company maintains directors' and officers' liability insurance
under which the Company's directors and officers are insured against loss
(as defined) as a result of claims brought against them alleging breach of
duty, neglect, error or misstatement while acting in such capacities.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation of the Company, as
amended. Incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 1995.
4.2 Third Restated Bylaws of the Company. Incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended August 31, 1995.
5.1 Opinion of Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney.
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:
(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 registration statement is on Form S-3, Form
S-8 or Form F-3, and 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.
(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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Beaverton, State of Oregon, on October 16, 2001.
NIKE, INC.
By /s/ Lindsay D. Stewart
_________________________________
Lindsay D. Stewart
Vice President and Chief of Staff
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 October 16, 2001.
Signature Title
(1) Principal Executive Officer:
/s/ PHILIP H. KNIGHT Chairman of the Board,
________________________________ Chief Executive Officer,
Philip H. Knight President and Director
(2) Principal Financial and
Accounting Officer:
/s/ DONALD W. BLAIR Chief Financial Officer
________________________________
Donald W. Blair
(3) Directors:
/s/ THOMAS E. CLARKE Director
________________________________
Thomas E. Clarke
/s/ JILL K. CONWAY Director
________________________________
Jill K. Conway
/s/ RALPH D. DeNUNZIO Director
________________________________
Ralph D. DeNunzio
/s/ RICHARD K. DONAHUE Director
________________________________
Richard K. Donahue
/s/ DELBERT J. HAYES Director
________________________________
Delbert J. Hayes
/S/ DOUGLAS G. HOUSER Director
________________________________
Douglas G. Houser
/s/ JOHN E. JAQUA Director
________________________________
John E. Jaqua
/s/ CHARLES W. ROBINSON Director
________________________________
Charles W. Robinson
/s/ A. MICHAEL SPENCE Director
________________________________
A. Michael Spence
/s/ JOHN R. THOMPSON, JR. Director
________________________________
John R. Thompson, Jr.
By: /s/ LINDSAY D. STEWART
____________________________________
Lindsay D. Stewart, Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number Document Description
4.1 Restated Articles of Incorporation of the Company, as
amended. Incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 1995.
4.2 Third Restated Bylaws of the Company, as amended.
Incorporated by reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
August 31, 1995.
5.1 Opinion of Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
NIKE
October 16, 2001
Board of Directors
NIKE, Inc.
One Bowerman Drive
Beaverton, Oregon 97005-6453
I have acted as counsel for NIKE, Inc. (the "Company") in connection
with the filing of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, covering deferred
compensation obligations of the Company pursuant to the Company's Deferred
Compensation Plan (the "Plan"). I have reviewed the corporate actions of the
Company in connection with this matter and have examined those documents,
corporate records, and other instruments I deemed necessary for the purposes
of this opinion.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the state of Oregon; and
2. The deferred compensation obligations have been duly authorized
by all requisite action on the part of the Company and, when issued in
accordance with the terms and conditions of the Plan, will be legally and
validly issued and will represent the binding obligation of the Company to
make payments of cash to the holders thereof in accordance with the terms and
conditions of the Plan; and
3. The Plan is intended to qualify as an unfunded plan maintained
by the Company primarily for the purpose of providing deferred compensation
for a select group of directors, management, consultants or highly
compensated employees of the Company. Assuming such qualification, the Plan
is exempt from the participation and vesting, funding, and fiduciary
responsibility requirements of the Employee Retirement Income Security Act
of 1974, as amended, and the provisions of the Plan have been drafted to
comply with this exemption.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ John F. Coburn III
_________________________
John F. Coburn III
Assistant General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated June 27, 2001 relating to the
financial statement schedule, which appears in NIKE, Inc.'s Annual Report on
Form 10-K for the year ended May 31, 2001.
/S/ PRICEWATERHOUSECOOPERS LLP
______________________________
PRICEWATERHOUSECOOPERS LLP
Portland, Oregon
October 16, 2001
EXHIBIT 24.1
POWER OF ATTORNEY
(Deferred Compensation Obligations)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of NIKE, Inc. does hereby constitute and appoint PHILIP H.
KNIGHT, DONALD W. BLAIR and LINDSAY D. STEWART his true and lawful attorney
and agent to do any and all acts and things and to execute in his name
(whether on behalf of NIKE, Inc. or as an officer or director of said
Company, or otherwise) any and all instruments which said attorney and agent
may deem necessary or advisable in order to enable NIKE, Inc. to comply with
the Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of deferred
compensation obligations of NIKE, Inc. pursuant to the NIKE, Inc. Deferred
Compensation Plan, including specifically, but without limitation thereto,
power and authority to sign his name (whether on behalf of NIKE, Inc. or as
an officer or director of said Company, or otherwise) to a Registration
Statement on Form S-8 and any amendment thereto (including any post-effective
amendment) or application for amendment thereto in respect to such deferred
compensation obligations or any exhibits filed therewith; and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall do or cause
to be done by virtue hereof.
DATED: October 16, 2001
/s/ Donald W. Blair /s/ Thomas E. Clarke
______________________________ ______________________________
Donald W. Blair Thomas E. Clarke
/s/ Jill K. Conway /s/ Ralph D. DeNunzio
______________________________ ______________________________
Jill K. Conway Ralph D. DeNunzio
/s/ Richard K. Donahue /s/ Delbert J. Hayes
______________________________ ______________________________
Richard K. Donahue Delbert J. Hayes
/s/ Douglas G. Houser /s/ John E. Jaqua
______________________________ ______________________________
Douglas G. Houser John E. Jaqua
/s/ Philip H. Knight /s/ Charles W. Robinson
______________________________ ______________________________
Philip H. Knight Charles W. Robinson
/s/ A. Michael Spence /s/ John R. Thompson
______________________________ ______________________________
A. Michael Spence John R. Thompson, Jr.