Form: S-8

Securities to be offered to employees in employee benefit plans

Documents

S-8: Securities to be offered to employees in employee benefit plans

Published on

As filed with the Securities and Exchange Commission on February 11, 2002

Registration No. [------------]
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------

FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933
-----------------

DECKERS OUTDOOR CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)




Delaware 95-3015862
--------------------------------------------- ---------------------------------------
(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification No.)
or Organization)

495-A South Fairview Avenue, Goleta, CA 93117
- ----------------------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

DECKERS OUTDOOR CORPORATION
1993 EMPOLOYEE STOCK INCENTIVE PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)

Douglas B. Otto
Chairman and Chief Executive Officer
Deckers Outdoor Corporation
495-A South Fairview Avenue
Goleta, CA 93117
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)

(805) 967-7611
- --------------------------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)

Copy to:
Joseph E. Nida, Esq.
Sheppard, Mullin, Richter & Hampton, LLP
800 Anacapa Street
Santa Barbara, CA 93101

CALCULATION OF REGISTRATION FEE
===================================================================================================================

Proposed Maximum Proposed Maximum
Title of Securities to Be Amount To Be Offering Price Per Aggregate Offering Amount of
Registered Registered (1) Share (2) Price (2) Registration Fee
- -------------------------------------------------------------------------------------------------------------------

Common Stock, par value
$.01 per share 1,200,000 $5.295 $6,354,000.00 $584.57
- -------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement covers 1,200,000 shares of common stock of Deckers Outdoor Corporation which
may be offered or sold pursuant to the two plans named above. This Registration Statement also relates to
an indeterminate number of shares of common stock that may be issued upon stock splits, stock dividends or
similar transactions in accordance with Rule 416.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee, based upon
the average of the high and low prices of our common stock as reported on the Nasdaq National Market on
January 28, 2002.
===================================================================================================================






EXPLANATORY NOTE

As permitted by General Instruction E to Form S-8 regarding the
registration of additional securities of the same class as other securities for
which a registration statement filed on this form relating to an employee
benefit plan is effective, the contents of the following are incorporated by
reference:

1. Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on February 27, 1998 (File No. 333-47097) with respect to
the Registrant's 1993 Employee Stock Option Plan, as amended; and

2. Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on September 12, 1995 (File No. 33-96850) with respect to
the Registrant's 1995 Employee Stock Purchase Plan.

Except for the information provided in Item 5, no additional information
is required in this Registration Statement that is not in the earlier
Registration Statements filed on February 27, 1998 and September 12, 1995 or
incorporated by reference into those Registration Statements.

Item 5. The validity of the shares of common stock offered under this
Registration Statement has been passed upon for the Registrant by Sheppard,
Mullin, Richter & Hampton, LLP. Joseph E. Nida, an officer of the Registrant,
is a partner of Sheppard, Mullin, Richter & Hampton, LLP.

Item 8. Exhibits.

See Index to Exhibits at page 3.






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 Goleta, State of California on this 8th day of
February, 2002.

DECKERS OUTDOOR CORPORATION


By: /s/ Douglas B. Otto
-----------------------------------------
Douglas B. Otto
Chairman of the Board and Chief Executive Officer


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Douglas B. Otto and M. Scott Ash, or either of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same with all exhibits thereto or other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each of said attorneys-in-fact and agents full power and authority to do so 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 he might or could do
in person, hereby ratifying and confirming all that either of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



Signature Title Date
--------- ----- ----

/s/ Douglas B. Otto Chairman of the Board and February 8, 2002
- ------------------------------ Chief Executive Officer
Douglas B. Otto


/s/ M. Scott Ash Chief Financial Officer (Principal
- ------------------------------ Financial and Accounting Officer) February 8, 2002
M. Scott Ash

/s/ Gene E. Burleson Director February 8, 2002
- ------------------------------
Gene E. Burleson

/s/ Rex A. Licklider Director February 8, 2002
- ------------------------------
Rex A. Licklider

/s/ John M. Gibbons Director February 8, 2002
- ------------------------------
John M. Gibbons

2


DECKERS OUTDOOR CORPORATION
INDEX TO EXHIBITS



Exhibit
Number Exhibit
- ------- -------



5.1 Opinion of Sheppard, Mullin, Richter & Hampton, LLP

23.1 Consent of KPMG, LLP

23.3 Consent of Sheppard, Mullin, Richter & Hampton, LLP (within Exhibit 5.1)

24.1 Power of Attorney (see page 2 of this Registration Statement)

99.1 Deckers Outdoor Corporation 1993 Employee Stock Incentive Plan, as amended

99.2 Deckers Outdoor Corporation 1995 Employee Stock Purchase Plan, as amended
































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