fl_424b3.htm
Filed
Pursuant to Rule 424(b)(3)
Registration
Number: 333-150091
PROSPECTUS
THE
FINISH LINE, INC.
6,518,971
Shares of Class A Common Stock
This prospectus relates to the
distribution and/or resale of 6,518,971 shares of our Class A Common Stock, par
value $0.01 per share, by the selling shareholder named in this prospectus or
its successors in interest. See “About This Prospectus” on page 2 of this
prospectus, and “Selling Shareholder” on page 7 of this prospectus.
The selling shareholder has agreed
to distribute the
shares to its shareholders
as a dividend
as soon as
reasonably practicable following the registration of
the shares. No fractional shares will be distributed to the
shareholders. Instead, fractional shares
that shareholders otherwise would be entitled to receive will be aggregated and
sold by the selling shareholder, which will distribute the aggregate net cash
proceeds of these sales ratably to such shareholders. The selling
shareholder’s sale of the fractional shares may be effected directly to
purchasers or through one or more underwriters, brokers, dealers or agents from
time to time in one or more public or private transactions, at prevailing market
prices, at prices related to prevailing market prices, at varying prices, or at
negotiated or fixed prices. We will not receive any proceeds from the
distribution and/or resale of the shares. All expenses of registration incurred
in connection with this offering are being borne by us, but all distribution and
other expenses incurred by the selling shareholder will be borne by the selling
shareholder. See “Plan of Distribution” on page 7 of this
prospectus.
Our common stock is listed on the
NASDAQ Global Select Market under the symbol “FINL”. On June 6, 2008, the
closing price for our common stock was $8.19 per share.
Investing in these shares involves
risks. See “Risk Factors” beginning on page 4 of this prospectus for
a discussion of certain matters that you should consider before investing in our
common stock.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date
of this prospectus is June 9, 2008.
TABLE
OF CONTENTS
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Forward-Looking
Statements
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Where
You Can Find More Information
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Incorporation
of Information We File with the Securities and Exchange
Commission
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In this
prospectus, unless otherwise indicated, the terms “we,” “us,” “our” and the
“Company” refer to The Finish Line, Inc. and, where appropriate, our subsidiary
companies.
ABOUT
THIS PROSPECTUS
On March
3, 2008, the Company entered into a Settlement Agreement (the “Settlement
Agreement”) with UBS Loan Finance LLC and UBS Securities LLC (collectively,
“UBS”) and Genesco Inc. (“Genesco”) relating to the actions filed by UBS in the
United States District Court for the Southern District of New York and filed by
Genesco in the Chancery Court for the State of Tennessee (collectively, the
“Litigation”). The parties have agreed to settle the Litigation and to terminate
the Agreement and Plan of Merger, dated June 17, 2007, among the Company,
Headwind Inc. and Genesco, and the related debt commitment letter, dated June
17, 2007, as amended, and related agreements, between UBS and the
Company. As consideration for these agreements, the Company and UBS
agreed to make a cash payment to Genesco in the amount of $175 million, and the
Company also agreed to issue to Genesco 6,518,971 shares of its Class A Common
Stock. On March 7, 2008, the Company issued the shares to
Genesco. The Company has agreed to use its reasonable best efforts to
register the shares issued to Genesco. Pursuant to that agreement,
the Company has filed with the Securities and Exchange Commission a registration
statement of which this prospectus is a part. Genesco has agreed to distribute
the shares to its shareholders as a dividend as soon as reasonably practicable
following the effectiveness of the registration statement.
You
should read this prospectus with the additional information described below
under the headings “Where You Can Find More Information” and “Incorporation of
Information We File with the Securities and Exchange Commission.” You
may rely only on the information contained or incorporated by reference in this
prospectus. We have not authorized anyone to provide you with different or
additional information. No offer to sell or solicitation of an offer
to buy our common stock is made in any jurisdiction where the offer or sale is
not permitted. The information contained in this prospectus is accurate only as
of the date on the cover page of this prospectus, and the information contained
in documents incorporated by reference in this prospectus is accurate only as of
the date of those documents, regardless of the time of delivery of this
prospectus or of any sale of our common stock.
FORWARD-LOOKING
STATEMENTS
A “safe
harbor” for forward-looking statements is provided by the Private Securities
Litigation Reform Act of 1995 (“Reform Act of 1995”). The Reform Act of 1995 was
adopted to encourage such forward-looking statements without the threat of
litigation, provided those statements are identified as forward-looking and are
accompanied by meaningful cautionary statements identifying important factors
that could cause the actual results to differ materially from those projected in
the statement. Certain matters described in this prospectus and in the Company’s
other filings with the Securities and Exchange Commission are forward-looking
statements. When used herein or therein, the words “believe,” “anticipate,”
“endeavor,” “estimate,” “expect,” “objective,” “projection,” “forecast,” “goal”
and similar expressions are intended to identify forward-looking
statements. Factors that could cause actual results to differ
materially from those identified in the forward-looking statements include the
following, among others: changing consumer preferences; the Company’s inability
to successfully market its footwear, apparel, accessories and other merchandise;
price, product and other competition from other retailers (including Internet
and direct manufacturer sales); the unavailability of products; the inability to
locate and obtain favorable lease terms for the Company’s stores; the loss of
key employees, general economic conditions and adverse factors impacting the
retail athletic industry; management of growth; uncertainties relating to the
closing of the actions contemplated by, and the satisfaction of the conditions
of, the Settlement Agreement; and the other risks detailed in the Company’s
Securities and Exchange Commission filings.
These and
other matters are difficult to predict and many are beyond our control,
including those we discuss in this
prospectus
and our filings with the Securities and Exchange Commission. Accordingly, you
should not rely on the accuracy of predictions contained in forward-looking
statements. We undertake no obligation to publicly update or revise these
statements in the future, whether as a result of changes in actual results,
changes in assumptions or other factors affecting such statements.
THE
COMPANY
We are one of the largest mall-based
specialty retailers in the United States. We operate under the Finish
Line and Man Alive brand names. Finish Line is one of the largest
mall-based specialty retailers of brand name athletic, lifestyle and outdoor
footwear, and softgoods in the United States. Man Alive is one of the nation’s
leading street fashion retailers offering men’s and women’s name brand fashions
from the industry’s leading designers.
Our principal executive offices are
located at 3308 N. Mitthoeffer Road, Indianapolis, Indiana 46235, and our
telephone number is (317) 899-1022.
RISK
FACTORS
An investment in our common stock
involves certain risks. You should consider carefully the following
information about these risks, together with the other information included in
this prospectus, before investing in our common stock. If any of the risks, or
other risks not known to us or that we believe are immaterial, actually occur,
our business, results of operations and financial condition likely would suffer.
In these circumstances, the market price of our common stock could decline, and
your may lose all or part of your investment.
Our
operations may be adversely affected by general economic
conditions.
General
economic factors that are beyond our control impact our forecasts and actual
performance. These factors include interest rates; recession; inflation;
deflation; consumer credit availability; consumer debt levels; energy costs; tax
rates and policy; unemployment trends; the threat or possibility of war,
terrorism or other global or national unrest; political or financial
instability; and other matters that influence consumer confidence and spending.
Increasing volatility in financial markets may cause these factors to change
with a greater degree of frequency and magnitude. Changes in the economic
climate could adversely affect our performance.
Our
business faces a great deal of competitive pressure.
The
retail business is highly competitive. We compete for customers, associates,
locations, merchandise, services and other important aspects of our business
with many other local, regional and national retailers. Those competitors, some
of whom have a greater market presence than us, include traditional store-based
retailers, Internet and catalog businesses and other forms of retail commerce.
Unanticipated changes in the pricing and other practices of those competitors
may adversely affect our performance.
Our
business is dependent on consumer preferences and fashion trends.
The
athletic footwear and softgood industry is subject to changing fashion trends
and customer preferences. We cannot guarantee that our merchandise selection
will accurately reflect customer preferences when it is offered for sale or that
we will be able to identify and respond quickly to fashion changes, particularly
given the long lead times for ordering much of our merchandise from vendors. For
example, we order athletic footwear four to six months prior to delivery to
stores. If we fail to anticipate accurately either the market for the
merchandise in the stores or customers’ purchasing habits, we may be forced to
rely on markdowns or promotional sales to dispose of excess, slow moving
inventory, which may adversely affect our performance.
Various
risks associated with catalog and Internet sales may adversely affect our
business.
We sell
merchandise over the Internet through our websites, www.finishline.com and
www.manalive.com. Although our catalog and Internet operations encompass only a
minor portion of our total sales, we anticipate that the percentage will
continue to grow and thus the risks associated with these operations could have
an impact on our overall operations. Our catalog and Internet operations are
subject to numerous risks, including unanticipated operating problems, reliance
on third party computer hardware and software providers, system failures and the
need to invest in additional computer systems. Our catalog and Internet
operations also involve other risks that could have an impact on our results of
operations including hiring, retention and training of personnel to conduct our
catalog and Internet operations, diversion of sales from our stores, rapid
technological change, liability for online content, credit card fraud, risks
related to the failure of the computer systems that operate the website and its
related support systems, including computer viruses, telecommunication failures
and electronic break-ins and similar disruptions. There can be no assurance that
our catalog and Internet operations will continue to achieve sales and
profitability growth or even remain at their current level.
Our
operations are dependent on a single distribution center, and the loss of, or
disruption in, our distribution center and other factors affecting the
distribution of merchandise, could have a material adverse effect on our
business and operations.
The
distribution functions for all of our Finish Line and Man Alive stores and for
their respective catalog and Internet sales are handled from a single facility
in Indianapolis, Indiana. Any significant interruption in the operation of the
distribution facility due to natural disasters, accidents, system failures or
other unforeseen causes could delay or impair our ability to distribute
merchandise to our stores and/or fulfill catalog and Internet orders, which
could cause sales to decline.
We depend
upon third party carriers for shipment of a significant amount of
merchandise. An interruption in service by these third party carriers
for any reason could cause temporary disruptions in our business, a loss of
sales and profits, and other material adverse effects.
Our
freight cost is impacted by changes in fuel prices through
surcharges. Fuel prices and surcharges affect freight costs both on
inbound freight from our distribution centers to our stores and wholesale
customers. Increases in fuel prices and surcharges and other factors
have increased and may continue to increase freight costs.
We
may experience fluctuations in our results of operations due to seasonality of
our business.
Our
business is subject to seasonal influences, with a major portion of sales and
income historically realized during the second and fourth quarter of the fiscal
year, which includes the back-to-school and holiday seasons, respectively. This
seasonality causes our operating results to vary considerably from quarter to
quarter and could materially and adversely affect the market price of our
securities.
Our
business may be adversely affected by changes in our merchandise
sourcing.
All of
our vendors must comply with applicable laws and our required standards of
conduct. Our ability to find qualified vendors and access products in a timely
and efficient manner can be a challenge, especially with respect to goods
sourced outside the United States. Political or financial instability, trade
restrictions, tariffs, currency exchange rates, transport capacity and costs and
other factors relating to foreign trade, and the ability to access suitable
merchandise on acceptable terms are beyond our control and could adversely
impact our performance.
Changes
in labor conditions as well as our inability to attract and retain the talent
required for our business, may negatively affect our operating
results.
Future
performance will depend upon our ability to attract, retain and motivate
qualified employees, including store personnel and field management, to keep
pace with our expansion schedule. Many of those associates are in
entry level or part time positions with historically high rates of
turnover. Our ability to meet our labor needs while controlling costs
is subject to external factors such as unemployment levels, prevailing wage
rates, minimum wage legislation and changing demographics. If we are
unable to attract and retain quality associates, our ability to meet our growth
goals or to sustain expected levels of profitability may be
compromised. In addition, a large number of our retail employees are
paid the prevailing minimum wage, which if increased would negatively affect our
profitability and could, if the increase were material enough, require us to
adjust our business strategy, which may include the closure of our less
profitable stores. Minimum wages were increased in January 2008 by
federal mandate and are scheduled to increase again in January
2009.
Our
inability to implement our new store growth strategy may have an adverse impact
on our future results.
Our plan
to continue to increase the number of stores will depend in part upon the
availability of new store sites on acceptable terms. Increases in real estate,
construction and development costs could limit our growth opportunities and
affect our return on investment. There can be no assurance that such sites will
be available to us for lease, or that they will be available on terms acceptable
to us. If we are unable to grow our retail business, our financial performance
could be adversely affected.
Our
inability to implement our strategic development of new concepts may have an
adverse impact on our future results.
During
fiscal 2007, we launched a new concept, Paiva, for which the product offering
was focused on upscale, active women who seek a blend of fitness and fashion
apparel, footwear and accessories. During fiscal 2007, we opened 13 Paiva
stores and we opened two additional Paiva stores in March
2007. However, after determining that the Paiva concept had not
demonstrated the potential necessary to deliver an acceptable long-term return
on investment, we closed all 15 Paiva stores during the third quarter of fiscal
2008.
Our
inability to successfully integrate acquired businesses may negatively affect
our operations.
As part
of our growth strategy, we acquired Man Alive on January 29, 2005. We completed
the integration of Man Alive during fiscal 2007 including moving all Man Alive
corporate personnel and distribution activities to our corporate office and
distribution center. The integration of Man Alive and any future acquisitions
may not be successful or generate anticipated sales increases. When we acquire
businesses, we believe those businesses can enhance our business opportunities
and growth prospects. All acquisitions involve risks that can adversely
affect our business and operating results. These risks include:
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distracting
management from our business
operations;
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losing
key personnel and other employees;
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costs,
delays and inefficiencies associated with integrating acquired operations
and personnel;
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the
impairment of acquired assets and goodwill;
and
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acquiring
the contingent and other liabilities of the businesses
acquired.
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In
addition, acquired businesses may not provide us with increased business
opportunities, or result in the growth that we anticipate. Furthermore,
integrating acquired operations is a complex, time-consuming, and expensive
process. Combining acquired operations may result in lower overall operating
margins, greater stock price volatility, and quarterly earnings fluctuations.
Cultural incompatibilities, career uncertainties, and other factors associated
with such acquisitions may also result in the loss of
employees.
Failure
to acquire and successfully integrate complementary practices, or failure to
achieve the business synergies or other anticipated benefits, can adversely
affect our business and results of operations.
Our
business may be adversely affected by regulatory and litigation
developments.
Various
aspects of our operations are subject to federal, state or local laws, rules and
regulations, any of which may change from time to time. Additionally, we are
regularly involved in various litigation matters that arise in the ordinary
course of our business. Litigation or regulatory developments could adversely
affect our business operations and financial performance.
A
major failure of our information systems could adversely affect our
business.
The
efficient operation of our business is dependent on our information systems. In
particular, we rely on our information systems to effectively manage sales,
distribution, merchandise planning and allocation functions. We possess offsite
recovery capabilities for our information systems. The failure of our
information systems to perform as designed could disrupt our business and
adversely affect sales and profitability.
Unauthorized
disclosure of sensitive or confidential customer information, whether through a
breach of our computer system or otherwise, could severely harm our
business.
As part
of our normal course of business, we collect, process and retain sensitive and
confidential customer information. Despite the security measures that we have in
place, our facilities and systems, and those of our third party service
providers, may be vulnerable to security breaches, acts of vandalism, computer
viruses, misplaced or lost data, programming and/or human errors, or other
similar events. Any security breach involving the misappropriation, loss or
other unauthorized disclosure of confidential information, whether by us or our
third party service providers, could severely damage our reputation, expose us
to the risks of litigation and liability, disrupt our operations and harm our
business.
Because
our stock price may be volatile, our stock price could experience substantial
declines.
The
market price of our common stock has historically experienced and may continue
to experience volatility. Our quarterly operating results, changes in general
conditions in the economy or the financial markets, and other developments
affecting us or our competitors, could cause the market price of our common
stock to fluctuate substantially. In addition, in recent years, the stock market
has experienced significant price and volume fluctuations. This volatility has
affected the market prices of securities issued by many companies, often for
reasons unrelated to their operating performance, and may adversely affect the
price of our common stock.
Anti-takeover
provisions under the Indiana Business Corporation Law and our Restated Articles
of Incorporation and Bylaws may render more difficult the accomplishment of
mergers or the assumption of control by a principal shareholder, making more
difficult the removal of our management.
Certain
provisions of the Indiana Business Corporation Law (the “IBCL”), specifically
the constituent interests provision in Section 23-1-35-1 of the IBCL and the
control share acquisitions provisions in Sections 23-1-42-1 to 23-1-42-11 of the
IBCL, and certain provisions of our Restated Articles of Incorporation and
Bylaws, specifically the provisions creating high vote common stock (the Class B
Common Stock), the provisions regarding preferred stock, the provisions
requiring a supermajority vote for certain business combinations and for certain
amendments to our Restated Articles of Incorporation, the provisions requiring
approval of certain transactions by the continuing directors, the provisions for
a staggered board and the provisions limiting removal of directors to removal
for cause, may have the effect of discouraging an unsolicited attempt by another
person or entity to acquire control of the Company. These provisions
may make mergers, tender offers, the removal of management, and certain other
transactions more difficult or more costly and could discourage or limit
shareholder participation in such types of transactions, whether or not such
transactions are favored by the majority of the shareholders. The provisions
also could limit the price that investors might be willing to pay in the future
for shares of our common stock. Further, the existence of these anti-takeover
measures may cause potential bidders to look elsewhere, rather than initiating
acquisition discussions with us. Any of these factors could reduce
the price of our common stock.
Other
factors may negatively affect our business.
The
foregoing list of risk factors is not exclusive. Other factors and unanticipated
events could adversely affect the Company. You should carefully consider the
specific risks set forth under the caption “Risk Factors” in any of our filings
with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference into this prospectus before making an investment decision. For more
information, see “Where You Can Find More Information” and “Incorporation of
Information We File with the Securities and Exchange Commission” in this
prospectus.
USE
OF PROCEEDS
We will
not receive any proceeds from the distribution and/or resale of shares offered
by this prospectus. See “Selling Shareholder” and “Plan of
Distribution” in this prospectus.
SELLING
SHAREHOLDER
We are registering the shares of our
Class A Common Stock covered by this prospectus for distribution and/or resale
by Genesco, which acquired the shares pursuant to the Settlement
Agreement. Except as discussed in this prospectus under the section
entitled “About this Prospectus,” Genesco has not had any position, office or
other material relationship with us or our predecessors or affiliates within the
past three years.
The
following table sets forth information with respect to ownership of the shares
by Genesco as of the date of this prospectus, the number of shares owned by
Genesco that may be offered by this prospectus, and the number of shares owned
by Genesco assuming the distribution and/or resale of all shares offered
hereby:
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Shares
Beneficially
Owned
Before Offering
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Shares
Beneficially
Owned
After Offering
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Name
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Number
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Percent
of Class
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Number
of Shares being Offered
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Number
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Percent
of Class
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Genesco
Inc.
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6,518,971
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13.1%
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6,518,971
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0
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0.0%
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PLAN
OF DISTRIBUTION
The shares offered by this
prospectus were issued to Genesco pursuant to the Settlement
Agreement. In that agreement, we agreed to register the shares, and
Genesco agreed after such registration
to use its reasonable best efforts to distribute the shares to its own common
shareholders as a dividend for no consideration. Genesco shareholders
whose shares of Genesco common stock are restricted pursuant to the terms of
Genesco’s stock incentive plans will be required to hold shares of our common
stock received in respect of such restricted shares as a dividend subject to the
restrictions set forth in the applicable restricted stock award agreements
between such shareholders and Genesco and the applicable incentive
plans.
No fractional shares will be
distributed to the Genesco shareholders. Instead, fractional shares
that shareholders otherwise would be entitled to receive will be aggregated and
sold by Genesco, which will distribute the aggregate net cash proceeds of these
sales ratably to such shareholders. Genesco’s sale of the fractional
shares may be effected by Genesco, or by any donee, pledgee, transferee,
assignee or successors-in-interest of Genesco, directly to purchasers or through
one or more brokers, dealers or agents from time to time in one or more public
or private transactions by any legally available means, including:
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on
the NASDAQ Global Select Market or in the over-the-counter
market;
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otherwise
than on the NASDAQ Global Select Market or in the over-the-counter
market;
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ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
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privately
negotiated transactions;
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through
a combination of these methods of sale;
or
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any
other method permitted pursuant to applicable
law.
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Any of these transactions may be
effected at market prices prevailing at the time of sale, at prices related to
the prevailing market prices, at varying prices or at negotiated or fixed
prices.
To the
extent required, this prospectus may be amended and supplemented from time to
time to describe a specific plan of distribution.
Any
broker-dealer participating in such transactions as agent may receive
commissions from the selling shareholder and/or purchasers of the shares offered
hereby (and, if it acts as agent for the purchaser of such shares, from such
purchaser). Usual and customary brokerage fees will be paid by the selling
shareholder. Broker-dealers who acquire shares as principal may thereafter
resell such shares from time to time in transactions (which may involve cross
and block transactions and which may involve sales to and
through
other broker-dealers, including transactions of the nature described above) in
the NASDAQ Global Select Market or over-the-counter market, in negotiated
transactions or otherwise at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales may pay to or receive
from the purchasers of such shares commissions computed as described
above.
In order
to comply with the securities laws of certain states, if applicable, the shares
will be sold in such jurisdictions only through registered or licensed brokers
or dealers. In addition, in certain states the shares may not be sold unless
they have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and is
complied with.
We have
advised the selling shareholder that the anti-manipulation rules of
Regulation M under the Securities Exchange Act of 1934 may apply to sales
of shares in the market and to the activities of the selling shareholder and its
affiliates.
We will
make copies of this prospectus available to the selling shareholder and have
informed it of the potential need for delivery of copies of this prospectus to
purchasers at or prior to the time of any sale of the shares offered
hereby.
We have
agreed with the selling shareholder to keep the registration statement of which
this prospectus constitutes a part effective until such time as all of the
shares covered by this prospectus have been disposed of pursuant to and in
accordance with the registration statement.
The
selling shareholder and any broker, dealer or agent that assists in the sale of
shares may be deemed to be underwriters within the meaning of Section 2(a)(11)
of the Securities Act of 1933. Accordingly, to the extent that the selling
shareholder and any such broker, dealer or agent are deemed to be underwriters,
any profit on the sale of the shares by them and any discounts, concessions or
commissions received by any of them may be deemed to be underwriting discounts
and commissions under the Securities Act of 1933.
We will
pay all costs, expenses and fees incident to the registration of the shares
offered by this prospectus. The selling shareholder is responsible
for any costs, expenses and fees related to its distribution and/or resale of
the shares, including brokerage commissions and fees of brokers, dealers and
agents.
LEGAL
MATTERS
Our counsel Barnes & Thornburg LLP,
Indianapolis, Indiana, has passed upon the validity of the shares of common
stock offered by this prospectus.
EXPERTS
Ernst
& Young LLP, independent registered public accounting firm, has audited
our consolidated financial statements included in our Annual Report on Form
10-K for the year ended March 1, 2008, and the effectiveness of our
internal control over financial reporting as of March 1, 2008 as set forth
in their reports, which are incorporated by reference in this prospectus
and elsewhere in the registration statement. Our financial statements and
our management’s assessment of the effectiveness of internal control over
financial reporting as of March 1, 2008 are incorporated by reference in
reliance on Ernst & Young LLP’s reports, given on their authority as
experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We have
filed a registration statement, of which this prospectus is a part, with the
Securities and Exchange Commission with respect to the shares described in this
prospectus. This prospectus, which constitutes a part of the
registration statement, does not contain all of the information set forth in the
registration statement, parts of which are omitted as permitted by the rules and
regulations of the Securities and Exchange Commission. Statements
contained in this prospectus as to the contents of any contract or other
documents are not necessarily complete. For further information
pertaining to us and our common stock, we refer you to our registration
statement and the exhibits thereto. In addition, we file annual,
quarterly and current reports, proxy statements and other information with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934. You may read and copy the registration statement and any other document we
file at the Securities and Exchange Commission’s Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You can request copies of these documents
by writing to the Securities and Exchange Commission and paying a fee for the
copying cost. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for more information about the operation of the Public Reference
Room. Our filings with the Securities and Exchange Commission are also available
to the public on the Commission’s website at “http://www.sec.gov.” In addition,
because our stock is listed for trading on the
NASDAQ
Global Select Market, you can read and copy reports and other information
concerning us at the offices of the NASDAQ Stock Market located at One Liberty
Plaza, 165 Broadway, New York, New York 10006.
The
Company also makes available free of charge through its Finish Line Internet
website (www.finishline.com) the Company’s Annual Report on Form 10-K, Quarterly
reports on Form 10-Q, Current Reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, as soon as reasonably practicable after such
reports and amendments are electronically filed with or furnished to the
Securities and Exchange Commission.
INCORPORATION
OF INFORMATION
WE
FILE WITH THE SECURITIES AND EXCHANGE COMMISSION
The
Securities and Exchange Commission allows us to “incorporate by reference” into
this prospectus certain information we file with the Securities and Exchange
Commission. This means that we can disclose important information to you by
referring you to another document filed separately with the Securities and
Exchange Commission. The information incorporated by reference is considered to
be part of this prospectus, except for any information that is superseded by
information that is contained or otherwise incorporated by reference in this
prospectus.
This
prospectus incorporates by reference the documents listed below that we have
previously filed with the Securities and Exchange Commission under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934:
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Our Annual
Report on Form 10-K for the year ended March 1, 2008;
and
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The
description of our Class A Common Stock contained in our Current Report on
Form 8-K filed with the Securities and Exchange Commission on August 10,
2004, together with any amendment or report filed with the Commission for
the purpose of updating such
description.
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This
prospectus also incorporates by reference any future filings we make with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 after the filing of our Annual Report on
Form 10-K for the year ended March 1, 2008 until the termination of the offering
being made by this prospectus.
You may
obtain any of the documents incorporated by reference in this document from us
without charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference in that information, by telephone or
written request from us at the following phone number and address:
Investor
Relations
The
Finish Line, Inc.
3308
North Mitthoeffer Road
Indianapolis,
Indiana 46235
(317)
899-1022
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