1 As Filed With the Securities and Exchange Commission on November 19, 1997 Registration No. 333-40165 ................................................................................ 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 ................................................................................ GENESCO INC. (Exact name of Registrant as specified in its charter) TENNESSEE 62-0211340 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) GENESCO PARK 37217-2895 1415 MURFREESBORO ROAD (Zip Code) NASHVILLE, TENNESSEE (Address of Principal Executive Offices) NONQUALIFIED STOCK OPTION AGREEMENTS (Full title of the plan) ROGER G. SISSON GENESCO INC. GENESCO PARK 1415 MURFREESBORO ROAD NASHVILLE, TENNESSEE 37217-2895 (Name and address of agent for service) (615) 367-7000 (Telephone number, including area code, of agent for service) 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on the 18th day of November, 1997. GENESCO INC. By: /s/ Ben T. Harris President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities and on the date indicated: II-1
Signature Title Date - --------- ----- ------ * /s/ David M. Chamberlain Chairman and a Director November 18, 1997 * /s/ Ben T. Harris President and Chief Executive Officer (Principal Executive Officer) and a Director November 18, 1997 * /s/ James S. Gulmi Senior Vice President, Finance (Principal Financial Officer) November 18, 1997 * /s/ Paul D. Williams Principal Accounting Officer November 18, 1997 * /s/ Harry D. Garber Director November 18, 1997 * /s/ W. Lipscomb Davis, Jr. Director November 18, 1997 * /s/ John Diebold Director November 18, 1997 * /s/ Joel C. Gordon Director November 18, 1997 * /s/ Kathleen Mason Director November 18, 1997 * /s/ William A. Williamson, Jr. Director November 18, 1997 * /s/ William S. Wire II Director November 18, 1997 * /s/ Gary M. Witkin Director November 18, 1997 /s/ Roger G. Sisson * By Roger G. Sisson, as attorney in fact pursuant to power of attorney filed as Exhibit 24 to Registration Statement 3 EXHIBIT INDEX
Exhibit No Exhibit Description ------- ------------------------------------------------------------ 23.2 Consent of Price Waterhouse LLP
1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 25, 1997, except as to Note 19 which is as of October 31, 1997, appearing on Page 28 of Genesco Inc.'s Annual Report on Form 10-K/A for the year ended February 1, 1997. We also consent to the incorporation by reference in this Registration Statement of our report dated April 10, 1997 appearing on Page 1 of Exhibit 99 to Genesco Inc.'s Annual Report on Form 10-K for the year ended February 1, 1997. /s/ PRICE WATERHOUSE LLP Nashville, Tennessee November 17, 1997