Except for information disclosed in Part I, Item 4.5 under the heading “Directors and Executive Officers of the Registrant,” the information required by this Item is contained in the Company’s Proxy Statement for its Annual Shareholders Meeting (the “2008 Proxy Statement”) to be filed with the Securities and Exchange Commission within 120 days of March 1, 2008 and is incorporated herein by reference. The Company has a Code of Ethics policy that applies to all officers, employees and directors of the Company. It is available at the Company’s website at www.finishline.com.
Item 11—Executive Compensation
The information required by this Item is incorporated herein by reference to the 2008 Proxy Statement to be filed within 120 days of March 1, 2008, the Company’s most recent fiscal year end.
Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to the 2008 Proxy Statement to be filed within 120 days of March 1, 2008, the Company’s most recent fiscal year end.
Equity Compensation Plan Information
The following table provides information with respect to compensation plans under which equity securities of the Company are currently authorized for issuance to employees or non-employees (such as directors, consultants, advisors, vendors, customers, suppliers or lenders), as of March 1, 2008:
| (a) | (b) | (c) | |||||
| Plan Category |
Number of shares to be issued upon exercise of outstanding options, warrants and rights |
Weighted average exercise price of outstanding options, warrants and rights |
Number of shares remaining available for futures issuance under equity compensation plans (excluding shares reflected in column (a)) | ||||
| Equity compensation plans approved by shareholders(1) |
2,825,150 | $ | 11.73 | 3,386,350 | |||
| Equity compensation plans not approved by shareholders |
— | — | — | ||||
| (1) | These shares are subject to awards made or to be made under the Company’s 1992 Employee Stock Incentive Plan, 2002 Stock Incentive Plan, Non-Employee Director Stock Option Plan and Employee Stock Purchase Plan. |
Item 13—Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to the 2008 Proxy Statement to be filed within 120 days of March 1, 2008, the Company’s most recent fiscal year end.
Item 14—Principal Accountant Fees and Services
The information required by this Item is incorporated herein by reference to the 2008 Proxy Statement to be filed within 120 days of March 1, 2008, the Company’s most recent fiscal year end.
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Item 15—Exhibits and Financial Statement Schedules
(a) The following financial statements of The Finish Line, Inc. and the report of independent registered public accounting firm are filed in Item 8 as part of this Annual Report on Form 10-K:
| Page | ||
| 31 | ||
| Consolidated Balance Sheets as of March 1, 2008 and March 3, 2007 |
32 | |
| 33 | ||
| 34 | ||
| 35 | ||
| 36-54 |
(b) Financial Statement Schedules
All schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
(c) Exhibits
| Exhibit Number |
Description | |
| 2.1 | Plan and Agreement of Merger between The Finish Line, Inc., a Delaware corporation and The Finish Line, Indiana Corp., an Indiana corporation.(10) | |
| 2.2 | Definitive Merger Agreement with Genesco dated June 17, 2007.(27) | |
| 2.3 | Amended Commitment Letter.(28) | |
| 3.1 | Restated Articles of Incorporation of The Finish Line, Inc.(1) | |
| 3.2 | Bylaws of The Finish Line, Inc.(9) | |
| 4.1 | 1992 Employee Stock Incentive Plan of The Finish Line, Inc., as amended and restated.(2)* | |
| 4.2 | 2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005).(3)* | |
| 4.3 | Amendment No. 1 to the 2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005).(25)* | |
| 10.1 | Form of Employment Agreement.(23)* | |
| 10.2 | Form of Founders Letter.(24)* | |
| 10.3 | Summary of Annual Salaries for Executives pursuant to 2006 Form of Employment Agreement.(26)* | |
| 10.4 | Form of Incentive Stock Option Agreement pursuant to the 1992 Employee Stock Incentive Plan.(15)* | |
| 10.5 | Form of Non-Qualified Stock Option Agreement pursuant to the 1992 Employee Stock Incentive Plan.(16)* | |
| 10.6 | Form of Award Agreement for Employees and Employee Directors pursuant to the 2002 Employee Stock Incentive Plan.(18)* | |
| 10.7 | Form of Award Agreement for Nonemployee Directors pursuant to the 2002 Employee Stock Incentive Plan.(19)* | |
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| Exhibit Number |
Description | |
| 10.8 | Form of Non-Qualified Option Award Letter for Employees and Employee Directors pursuant to the 2002 Employee Stock Incentive Plan.(20)* | |
| 10.9 | Form of Non-Qualified Option Award Letter for Nonemployee Directors pursuant to the 2002 Employee Stock Incentive Plan.(21)* | |
| 10.10 | Form of Incentive Stock Award Letter pursuant to the 2002 Employee Stock Incentive Plan.(22)* | |
| 10.11 | Form of Indemnity Agreement between The Finish Line Inc. and each of its Directors or Executive Officers.(17) | |
| 10.12 | Amended and Restated Tax Indemnification Agreement.(4) | |
| 10.13 | Revolving Credit Agreement among Spike’s Holding, Inc. and The Finish Line, Inc. dated May 4, 1997.(5) | |
| 10.14 | The Finish Line, Inc. Non-Employee Director Stock Option Plan, as amended and restated.(6)* | |
| 10.15 | Amendment to Revolving Credit Agreement among Spike’s Holding, Inc., and The Finish Line, Inc. dated May 4, 1997.(7) | |
| 10.16 | The Finish Line, Inc. Profit Sharing and 401(k) Plan Nonstandardized Adoption Agreement Prototype Cash or Deferred Profit Sharing Plan and Trust/Custodial Account sponsored by National City Bank.(8)* | |
| 10.17 | The Finish Line, Inc. Employee Stock Purchase Plan.(11)* | |
| 10.18 | Credit Agreement, dated as of February 25, 2005, among The Finish Line Inc., The Finish Line Distribution, Inc., The Finish Line USA, Inc. and Finish Line Transportation Co., Inc. as borrowers, certain lenders and National City Bank of Indiana, as Agent.(12) | |
| 10.19 | Subsidiary Guaranty, dated as of February 25, 2005, by Spike’s Holding, LLC in favor of the lenders named therein.(13) | |
| 10.20 | Subsidiary Guaranty, dated as of March 18, 2005, by The Finish Line Man Alive, Inc. in favor of the lenders named therein.(14) | |
| 10.21 | Settlement Agreement among The Finish Line, Inc., Genesco Inc., UBS Securities LLC and UBS Loan Finance LLD dated March 3, 2008.(29) | |
| 10.22 | Non-Qualified Deferred Compensation Plan.(30)* | |
| 21 | Subsidiaries of The Finish Line, Inc. | |
| 23 | Consent of Ernst & Young LLP (independent registered public accounting firm). | |
| 31.1 | Certification of Chairman and Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a). | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a). | |
| 32 | Certification of Chairman and Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| (1) | Previously filed as Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 10, 2004 and incorporated herein by reference. |
| (2) | Previously filed as Exhibit 10.6.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-62063) and incorporated herein by reference. |
| (3) | Previously filed as Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 17, 2005 and incorporated herein by reference. |
| (4) | Previously filed as Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 1994 and incorporated herein by reference. |
| (5) | Previously filed as Exhibit 10.26 to the Registrants’ Quarterly Report on Form 10-Q for the quarter ended August 30, 1997 and incorporated herein by reference. |
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| (6) | Previously filed as Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended February 27, 1999 and incorporated herein by reference. |
| (7) | Previously filed as Exhibit 10.29 to the Registrants’ Quarterly Report on Form 10-Q for the quarter ended November 27, 1999 and incorporated herein by reference. |
| (8) | Previously filed as Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K for the year ended March 3, 2001 and incorporated herein by reference. |
| (9) | Previously filed as Annex 2 to Appendix 1 of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 21, 2004 and incorporated herein by reference. |
| (10) | Previously filed as Appendix 1 of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 21, 2004 and incorporated herein by reference. |
| (11) | Previously filed as Appendix 3 of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 21, 2004 and incorporated herein by reference. |
| (12) | Previously filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange on March 2, 2005 and incorporated herein by reference. |
| (13) | Previously filed as Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange on March 2, 2005 and incorporated herein by reference. |
| (14) | Previously filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange on March 21, 2005 and incorporated herein by reference. |
| (15) | Previously filed as Exhibit 10.6.2 to the Registrant’s Registration Statement on Form S-1 and amendments thereto (File No. 33-47247) and incorporated herein by reference. |
| (16) | Previously filed as Exhibit 10.6.3 to the Registrant’s Registration Statement on Form S-1 and amendments thereto (File No. 33-47247) and incorporated herein by reference. |
| (17) | Previously filed as Appendix 2 to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 21, 2004 and incorporated herein by reference. |
| (18) | Previously filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2005 and incorporated herein by reference. |
| (19) | Previously filed as Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2005 and incorporated herein by reference. |
| (20) | Previously filed as Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2005 and incorporated herein by reference. |
| (21) | Previously filed as Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2005 and incorporated herein by reference. |
| (22) | Previously filed as Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2005 and incorporated herein by reference. |
| (23) | Previously filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2006 and incorporated herein by reference. |
| (24) | Previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2006 and incorporated herein by reference. |
| (25) | Previously filed as Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended March 3, 2007 and incorporated herein by reference. |
| (26) | Previously filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended March 3, 2007 and incorporated herein by reference. |
| (27) | Previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 2, 2007 and incorporated herein by reference. |
| (28) | Previously filed as Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 1, 2007 and incorporated herein by reference. |
| (29) | Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008 and incorporated herein by reference. |
| (30) | Previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 1, 2008 and incorporated herein by reference. |
| * | Management contract or compensatory plan, contract or arrangement. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE FINISH LINE, INC. | ||||
| Date: May 9, 2008 | By: | /s/ KEVIN S. WAMPLER | ||
| Kevin S. Wampler, Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | ||||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to the Annual Report on Form 10-K appears below here by constitutes and appoints Alan H. Cohen and Kevin S. Wampler as such person’s true and lawful attorney-in-fact and agent with full power of substitution for such person and in such person’s name, place and stead, in any and all capacities, to sign and to file with the Securities and Exchange Commission, any and all amendments to the Annual Report on Form 10-K, with exhibits thereto and other documents in connection therewith, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said in attorney-in-fact and agent, or any substitute therefore, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: May 9, 2008 |
/s/ ALAN H. COHEN | |
| Alan H. Cohen, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | ||
| Date: May 9, 2008 |
/s/ KEVIN S. WAMPLER | |
| Kevin S. Wampler, Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | ||
| Date: May 9, 2008 |
/s/ DAVID I. KLAPPER | |
| David I. Klapper, Senior Executive Vice President and Director | ||
| Date: May 9, 2008 |
/s/ LARRY J. SABLOSKY | |
| Larry J. Sablosky, Senior Executive Vice President and Director | ||
| Date: May 9, 2008 |
/s/ JEFFREY H. SMULYAN | |
| Jeffrey H. Smulyan, Director | ||
| Date: May 9, 2008 |
/s/ STEPHEN GOLDSMITH | |
| Stephen Goldsmith, Director | ||
| Date: May 9, 2008 |
/s/ BILL KIRKENDALL | |
| Bill Kirkendall, Director | ||
| Date: May 9, 2008 |
/s/ WILLIAM CARMICHAEL | |
| William Carmichael, Director | ||
| Date: May 9, 2008 |
/s/ CATHERINE LANGHAM | |
| Catherine Langham, Director | ||
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Exhibit Index
| Exhibit |
Description | |
| 21 | Subsidiaries of The Finish Line, Inc. | |
| 23 | Consent of Ernst & Young LLP (independent registered public accounting firm). | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
61