Delaware | 02-0312554 | |
(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification No.) |
Large Accelerated Filer þ | Accelerated Filer o | Non-Accelerated Filer o (Do not check if a smaller reporting company) |
Smaller Reporting Company o |
Proposed maximum | Proposed maximum | |||||||||||||||||||||
Title of securities to be | Amount to be | offering price | aggregate | Amount of | ||||||||||||||||||
registered | registered(1) | per share(2) | offering price(2) | registration fee | ||||||||||||||||||
Class A Common Stock, par value
$0.01 per share |
4,000,000 shares | $ | 18.32 | $ | 73,280,000 | $ | 5,224.86 | |||||||||||||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers such additional shares of the Class A Common Stock, par value $0.01 per share, of The Timberland Company (the Company) as may be issued to prevent dilution from stock splits, stock dividends and similar transactions. | |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based upon the average of the high and low prices of the Companys Class A Common Stock, par value $0.01 per share, as reported on the New York Stock Exchange on August 2, 2010. |
Item 8. Exhibits. | ||||||||
SIGNATURES AND POWERS OF ATTORNEY | ||||||||
EXHIBIT INDEX | ||||||||
EX-5 | ||||||||
EX-23.1 |
Exhibit | Description | |
4.1
|
(a) Restated Certificate of Incorporation dated May 14, 1987(1). | |
(b) Certificate of Amendment of Restated Certificate of Incorporation dated May 22, 1987(1). | ||
(c) Certificate of Ownership merging The Nathan Company into The Timberland Company dated July 31, 1987(1). | ||
(d) Certificate of Amendment of Restated Certificate of Incorporation dated June 14, 2000(1). | ||
(e) Certificate of Amendment of Restated Certificate of Incorporation dated September 27, 2001(2). | ||
4.2
|
Amended and Restated By-Laws, dated February 28, 2007(3). | |
4.3
|
Revised specimen stock certificate for shares of the Companys Class A Common Stock(4). | |
5
|
Opinion of Pierce Atwood LLP. | |
23.1
|
Consent of Deloitte & Touche LLP. | |
23.2
|
Consent of Pierce Atwood LLP (included in its opinion in Exhibit 5). | |
24
|
Powers of Attorney (contained in Part II hereof under Signatures and Powers of Attorney). |
(1) | Filed as an exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2000, and incorporated herein by reference. | |
(2) | Filed on October 26, 2001, as an exhibit to the Companys Registration Statement on Form S-8 (SEC Registration No. 333-72248), and incorporated herein by reference. | |
(3) | Filed as an exhibit to the Companys Current Report on Form 8-K filed on March 2, 2007, and incorporated herein by reference. | |
(4) | Filed as an exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference. |
The Timberland Company |
||||
By: | /s/ Jeffrey B. Swartz | |||
Name: | Jeffrey B. Swartz | |||
Title: | President and Chief Executive Officer | |||
Signature | Title | |||
/s/ Sidney W. Swartz
|
Chairman of the Board and Director | |||
Sidney W. Swartz |
||||
/s/ Jeffrey B. Swartz
|
President, Chief Executive Officer and Director | |||
Jeffrey B. Swartz
|
(Principal Executive Officer) | |||
/s/ Carrie W. Teffner
|
Vice President and Chief Financial Officer | |||
Carrie W. Teffner
|
(Principal Financial Officer) | |||
/s/ John J. Fitzgerald, Jr.
|
Vice President, Corporate Controller and Chief | |||
John J. fitzgerald, jr.
|
Accounting Officer (Principal Accounting Officer) | |||
/s/ Ian W. Diery
|
Director | |||
Ian W. Diery |
Signature | Title | |||
/s/ John A. Fitzsimmons
|
Director | |||
John A. Fitzsimmons |
||||
/s/ Virginia H. Kent
|
Director | |||
Virginia H. Kent |
||||
/s/ Kenneth T. Lombard
|
Director | |||
Kenneth T. Lombard |
||||
/s/ Edward W. Moneypenny
|
Director | |||
Edward W. Moneypenny |
||||
/s/ Peter R. Moore
|
Director | |||
Peter R. Moore |
||||
s/ Bill Shore
|
Director | |||
Bill Shore |
||||
/s/ Terdema L. Ussery, II
|
Director | |||
Terdema L. Ussery, II |
||||
/s/ Carden N. Welsh
|
Senior Vice President, Chief Administrative Officer and | |||
Carden N. Welsh |
Director |
Exhibit | Description | |
4.1
|
(a) Restated Certificate of Incorporation dated May 14, 1987(1). | |
(b) Certificate of Amendment of Restated Certificate of Incorporation dated May 22, 1987(1). | ||
(c) Certificate of Ownership merging The Nathan Company into The Timberland Company dated July 31, 1987(1). | ||
(d) Certificate of Amendment of Restated Certificate of Incorporation dated June 14, 2000(1). | ||
(e) Certificate of Amendment of Restated Certificate of Incorporation dated September 27, 2001(2). | ||
4.2
|
Amended and Restated By-Laws, dated February 28, 2007(3). | |
4.3
|
Revised specimen stock certificate for shares of the Companys Class A Common Stock(4). | |
5
|
Opinion of Pierce Atwood LLP. | |
23.1
|
Consent of Deloitte & Touche LLP. | |
23.2
|
Consent of Pierce Atwood LLP (included in its opinion in Exhibit 5). | |
24
|
Powers of Attorney (contained in Part II hereof under Signatures and Powers of Attorney). |
(1) | Filed as an exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2000, and incorporated herein by reference. | |
(2) | Filed on October 26, 2001, as an exhibit to the Companys Registration Statement on Form S-8 (SEC Registration No. 333-72248), and incorporated herein by reference. | |
(3) | Filed as an exhibit to the Companys Current Report on Form 8-K filed on March 2, 2007, and incorporated herein by reference. | |
(4) | Filed as an exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference. |