DICK'S SPORTING GOODS, INC. AMENDMENT NO. 1
 

As filed with the Securities and Exchange Commission on August 28, 2003

Registration No. 333-100656

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
(State or other jurisdiction
of incorporation or organization)		   16-1241537
(I.R.S. Employer
Identification Number)

200 Industry Drive, RIDC Park West
Pittsburgh, Pennsylvania 15275
(Address of Principal Executive Offices)

1992 Stock Option Plan
Employee Stock Purchase Plan
(Full title of the plan)

Copies of all communications to:

     
Edward W. Stack
Chairman and Chief Executive Officer
Dick’s Sporting Goods, Inc.
200 Industry Drive
RIDC Park West
Pittsburgh, Pennsylvania 15275
(412) 809-0100
(Name and address, including zip code, and
telephone number of agent for service)		   Lewis U. Davis, Jr., Esquire
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, Pennsylvania 15219-1410
(412) 562-8800

 

 

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 1992 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. 333-100656 relating to the Company’s 1992 Stock Option Plan and Employee Stock Purchase Plan.

 

 

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. 333-100656
         
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 1992 Stock Option 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. 333-100656
         
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. 333-100656)
         
24.1   Power of Attorney   Incorporated by reference to the signature page of the Registrant’s Registration Statement on Form S-8, File No. 333-100656

 

 

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
Edward W. Stack		   Chairman of the Board,
Chief Executive Officer and
Director 		  August 20th, 2003
 
/s/ William J. Colombo
William J. Colombo		   President and Director   August 20th, 2003
 
/s/ Michael F. Hines
Michael F. Hines		   Chief Administrative Officer and
Chief Financial Officer (principal
financial and accounting officer) 		  August 20th, 2003
 
/s/ David I. Fuente
David I. Fuente		   Director   August 20th, 2003
 
/s/ Walter Rossi
Walter Rossi		   Director   August 20th, 2003
 
/s/ Lawrence J. Schorr
Lawrence J. Schorr		   Director   August 20th, 2003
 
 
Steve E. Lebow		   Director   August        , 2003

 

 

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. 333-100656
         
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 1992 Stock Option 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. 333-100656
         
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. 333-100656)
         
24.1   Power of Attorney   Incorporated by reference to the signature page of the Registrant’s Registration Statement on Form S-8, File No. 333-100656