Edgar Filing: HIBBETT SPORTING GOODS INC

As Filed with the Securities and Exchange Commission on May 17, 2002

Registration No. 333-87566

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

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AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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HIBBETT SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter)

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Delaware 63-1074067
(State or Other (I.R.S. Employer
Jurisdiction Identification No.)
of Incorporation or
Organization)

451 Industrial Lane Birmingham,
ALABAMA 35211
(205) 942-4292
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

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Gary A. Smith
Vice President and Chief Financial Officer
Hibbett Sporting Goods, Inc.
451 Industrial Lane
Birmingham, Alabama 35211
(205) 942-4292
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)

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Copies To:

Steven Della Rocca
Latham & Watkins
885 Third Avenue, Suite 1000
New York, New York 10022
(212) 906-1200

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Approximate Date of Commencement of Proposed Sale to Public: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.

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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(A) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(A), may determine.

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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 17, 2002

PROSPECTUS

1,960,081 SHARES

[LOGO]

HIBBETT SPORTING GOODS, INC.

COMMON STOCK

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All of the shares of our common stock are being sold by the selling
stockholders named in this prospectus. We will not receive any proceeds from
the sale of the shares of common stock by the selling stockholders.

Our common stock is quoted on the Nasdaq National Market under the symbol
"HIBB." The last reported sale price of our common stock on the Nasdaq National
Market on May 16, 2002 was $28.19 per share.

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Investing in our common stock involves risks. See "Risk Factors" beginning
on page 2.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

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The date of this Prospectus is ______, 2002

You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information contained in this prospectus is accurate as of any date other than
the date on the front of this prospectus.

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TABLE OF CONTENTS

Forward-Looking Statements................................ ii
Hibbett Sporting Goods, Inc............................... 1
Risk Factors.............................................. 2
Use of Proceeds........................................... 6
Selected Summary Consolidated Financial and Operating Data 7
Business.................................................. 8
Selling Stockholders...................................... 16
Plan of Distribution...................................... 17
Legal Matters............................................. 19
Experts................................................... 19
Where You Can Find More Information....................... 19
Incorporation of Documents by Reference................... 20

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve a number of
risks and uncertainties. A number of factors could cause our actual results,
performance, achievements or industry results to be materially different from
any future results, performance or achievements expressed or implied by these
forward-looking statements. These factors include, among others:

. our ability to execute our expansion plans;

. a shift in the demand for our merchandise;

. our ability to obtain brand name merchandise at competitive prices;

. the effect of regional or national economic conditions;

. the effect of competitive pressures from other retailers;

. the ability to attract and retain qualified personnel; and

. other factors referenced in this prospectus, including those set forth
under the caption "Risk Factors."

In addition, these forward-looking statements necessarily depend upon
assumptions, estimates and dates that may be incorrect or imprecise and involve
known and unknown risks, uncertainties and other factors. Accordingly, any
forward-looking statements included in this prospectus do not purport to be
predictions of future events or circumstances and may not be realized.
Forward-looking statements can be identified by, among other things, the use of
forward-looking terms such as "believes," "expects," "may," "will," "should,"
"seeks," "anticipates," "intends," or the negative of any of these terms, or
comparable terminology, or by discussions of strategy or intentions. Given
these uncertainties, we caution investors not to place undue reliance on these
forward-looking statements. We disclaim any obligation to update any of these
factors or to publicly announce the results of any revisions to any of the
forward-looking statements contained in this prospectus to reflect future
events or developments.

HIBBETT SPORTING GOODS, INC.

We are a rapidly-growing operator of athletic sporting goods stores and we
believe that we are the largest sporting goods retailer focused on small to
mid-sized markets. Our stores offer a full line of quality athletic equipment,
footwear and apparel at competitive prices with superior customer service. We
believe that our stores are among the primary retail distribution avenues for
brand name vendors that seek to penetrate our target markets.

As of February 2, 2002, we operated 329 stores in 20 contiguous states in
the southeast, mid-Atlantic, and midwest. Our Hibbett Sports stores average
approximately 5,000 square feet and are located in dominant power strip
centers, which are generally anchored by a Wal-Mart store, or in enclosed
malls. Although competitors in some markets may carry limited assortments of
similar product lines and national brands, we believe that we compete
effectively due to our extensive selection of traditional team and individual
sports merchandise and our high level of customer service. In addition to our
309 Hibbett Sports stores, we operated 16 Sports Additions stores and four
Hibbett Superstores as of February 2, 2002.

Since the beginning of fiscal year 1997 through fiscal year 2002, we have
expanded from 67 stores to 329 stores. From fiscal year 1997 through fiscal
year 2002 net sales and diluted earnings per share have grown at compound
annual growth rates of 22.8% and 23.1%, respectively. We have demonstrated
positive comparable store sales increases every fiscal year since fiscal year
1997 and reported a comparable store sales increase of 2.7% for the 52-week
period ended February 2, 2002 as compared to the same period in the prior
fiscal year.

We plan to open approximately 65 new Hibbett Sports stores in fiscal year
2003 and have opened eight of these stores through May 2, 2002. We have
identified approximately 500 potential markets for future Hibbett Sports stores
within the states in which we operate and in certain contiguous states. Our
clustered expansion program, which calls for opening new stores within a
two-hour driving distance of an existing Hibbett location, allows us to take
advantage of efficiencies in distribution, marketing and regional management.
During the last half of fiscal 2000, we expanded our distribution center to
accommodate our recent growth and continued expansion. The facility can support
up to 550 stores without additional expansion.

We are incorporated under the laws of the State of Delaware. Our principal
executive offices are located at 451 Industrial Lane, Birmingham, Alabama 35211
and our telephone number is (205) 942-4292.

Recent Developments

On January 10, 2002, we announced a 3 for 2 stock split of our shares of
common stock. The stock split was effected in the form of a 50% stock dividend
which was distributed to stockholders of record on February 1, 2002. As
recommended by our Audit Committee, our Board of Directors decided not to renew
the engagement of our independent public accountants, Arthur Andersen LLP, and
selected KPMG LLP to serve as our independent public accountants for our fiscal
year ending February 1, 2003.

RISK FACTORS

You should carefully consider the following risks, as well as the other
information contained in this prospectus, before investing in shares of our
common stock. If any of the following risks actually occur, our business could
be harmed. In that case, the trading price of our common stock could decline,
and you might lose all or part of your investment. You should refer to the
other information set forth in this prospectus and our consolidated financial
statements and the related notes incorporated herein by reference.

We may be unable to achieve our expansion plans for future growth.

We have grown rapidly primarily through opening new stores, growing from 67
stores at the beginning of fiscal year 1997 to 329 stores at February 2, 2002.
We plan to open approximately 65 new Hibbett Sports stores in fiscal year 2003
and have opened eight of these stores through May 2, 2002. Our continued growth
will depend, in large part, upon our ability to open new stores in a timely
manner and to operate them profitably. Additionally, successful expansion is
subject to various contingencies, many of which are beyond our control. These
contingencies include, among others:

. our ability to identify and secure suitable store sites on a timely basis;

. our ability to negotiate advantageous lease terms;

. our ability to complete any necessary construction or refurbishment of
these sites; and

. the successful integration of new stores into existing operations.

As our business grows, we will need to attract and retain additional
qualified personnel in a timely manner and develop, train and manage an
increasing number of management level sales and other employees. We cannot
assure you that we will be able to attract and retain personnel as needed in
the future. If we are not able to hire capable store managers and other store
level personnel, we will not be able to open new stores as planned and our
revenue growth and operating results will suffer.

We cannot give any assurances that we will be able to continue our expansion
plans successfully; that we will be able to achieve results similar to those
achieved with prior locations; or that we will be able to continue to manage
our growth effectively. Our failure to achieve our expansion plans could
materially adversely affect our business, financial condition and results of
operations. In addition, our operating margins may be impacted in periods in
which incremental expenses are incurred as a result of new store openings.

A downturn in the economy may affect consumer purchases of discretionary items,
which could reduce our sales.

In general, our sales represent discretionary spending by our customers.
Discretionary spending is affected by many factors, including, among others,
general business conditions, interest rates, the availability of consumer
credit, taxation and consumer confidence in future economic conditions. Our
customers' purchases of discretionary items, including our products, could
decline during periods when disposable income is lower or periods of actual or
perceived unfavorable economic conditions. If this occurs, our revenues and
profitably will decline. In addition, our sales could be adversely affected by
a downturn in the economic conditions in the markets in which we operate.

Our inability to identify, and anticipate changes in, consumer demands and
preferences and our inability to respond to such consumer demands in a timely
manner could reduce our sales.

Our products appeal to a broad range of consumers whose preferences cannot
be predicted with certainty and are subject to rapid change. Our success
depends on our ability to identify product trends as well as to anticipate and
respond to changing merchandise trends and consumer demand in a timely manner.
We cannot

assure you that we will be able to continue to offer assortments of products
that appeal to our customers or that we will satisfy changing consumer demands
in the future. Accordingly, if:

. we are unable to identify and respond to emerging trends;

. we miscalculate either the market for the merchandise in our stores or
our customers' purchasing habits; or

. consumer demand dramatically shifts away from athletic footwear and
apparel

our business, financial condition, and results of operations could be
materially adversely affected. In addition, we may be faced with significant
excess inventory of some products and missed opportunities for other products,
which would decrease our profitability.

If we lose any of our key vendors or any of our key vendors fail to supply us
with merchandise, we may not be able to meet the demand of our customers and
our sales could decline.

Our business is dependent to a significant degree upon close relationships
with vendors and our ability to purchase brand name merchandise at competitive
prices. During fiscal year 2002, our largest vendor, Nike, represented
approximately 27% of our purchases. The loss of key vendor support could have a
material adverse effect on our business, financial condition and results of
operations. We cannot guarantee that we will be able to acquire such
merchandise at competitive prices or on competitive terms in the future. In
this regard, certain merchandise that is in high demand may be allocated by
vendors based upon the vendors' internal criteria which are beyond our control.

In addition, we believe many of our vendors source their products from China
and other foreign countries. A vendor could discontinue selling to us products
manufactured in foreign countries at any time for reasons that may or may not
be in our control, including foreign government regulations, political unrest,
war, disruption or delays in shipments, changes in local economic conditions
and trade issues. Our sales and profitability could decline if we are unable to
promptly replace a vendor who is unwilling or unable to satisfy our
requirements with a vendor providing equally appealing products.

Pressure from our competitors may force us to reduce our prices or increase our
spending, which would lower our revenue and profitability.

The business in which we are engaged is highly competitive. The marketplace
for sporting goods remains highly fragmented as many different retailers
compete for market share by utilizing a variety of store formats and
merchandising strategies. Hibbett Sports stores compete with national chains
that focus on athletic footwear, local sporting goods stores, department and
discount stores, traditional shoe stores and mass merchandisers. Many of our
competitors have greater financial resources than we do. In addition, many of
our competitors employ price discounting policies that, if intensified, may
make it difficult for us to reach our sales goals without reducing our prices.
As a result of this competition, we may also need to spend more on advertising
and promotion than we anticipate. We cannot guarantee that we will continue to
be able to compete successfully against existing or future competitors.
Expansion into markets served by our competitors, entry of new competitors or
expansion of existing competitors into our markets could be detrimental to our
business, financial condition and results of operations.

Our operating results are subject to seasonal and quarterly fluctuations, which
could cause the market price of our common stock to decline.

We have historically experienced and expect to continue to experience
seasonal fluctuations in our net sales, operating income and net income. Our
net sales, operating income and net income are typically higher in the fourth
quarter due to sales increases during the Christmas season. An economic
downturn during this period could adversely affect us to a greater extent than
if such downturn occurred at other times of the year.

Our quarterly results of operations may also fluctuate significantly as a
result of a variety of factors, including, among others, the timing of new
store openings, the amount and timing of net sales contributed by new stores,
the level of pre-opening expenses associated with new stores, the relative
proportion of new stores to mature stores, merchandise mix, and demand for
apparel and accessories driven by local interest in sporting events.

We would be materially and adversely affected if our single distribution center
were shut down.

We operate a single centralized distribution center in Birmingham, Alabama.
We receive and ship substantially all of our merchandise at our distribution
center. Any natural disaster or other serious disruption to this facility due
to fire, tornado or any other cause would damage a portion of our inventory and
could impair both our ability to adequately stock our stores and our sales and
profitability. In addition, we could incur significantly higher costs and
longer lead times associated with distributing our products to our stores
during the time it takes for us to reopen or replace the center.

If we lose key management or are unable to attract and retain the talent
required for our business, our operating results could suffer.

Our future success depends to a significant extent upon the leadership and
performance of our executive management team. We do not maintain key man
insurance on any of our personnel. The loss of the services of any of these
individuals could have a material adverse effect on our business, financial
condition and results of operations. As we continue to grow, we will continue
to hire, appoint or otherwise change senior managers and other key executives.
We cannot give any assurance that we will be able to retain our executive
officers and key personnel or attract additional qualified members to our
management team in the future. We do not have employment or non-competition
agreements with any of our executive officers.

Failure to successfully install and implement our new management information
systems could cause interruptions to our business and impair our future growth.

We need quality and scalable management information systems to efficiently
operate our stores and to successfully implement our new store growth strategy.
Our systems include integrated merchandising, point of sale, warehouse and
financial systems.

We have recently replaced many of our key information systems. If we
experience problems with our new systems, we may incur significant costs and
interruptions to our business, which could adversely affect our operations. We
completed installing a new point of sale system from Data Vantage in the summer
of 2001. In addition, in January of 2002 we implemented a new warehouse
management system from Manhattan Associates. These systems are new and we
cannot assure you they will operate acceptably. Failure to smoothly transition
to the new software could impair our ability to track key financial indicators
and data and control our costs and could otherwise impair our operations.

Provisions in our charter documents and Delaware law might deter acquisition
bids for us.

Certain provisions of our certificate of incorporation and bylaws may be
deemed to have anti-takeover effects and may discourage, delay or prevent a
takeover attempt that a stockholder might consider in its best interest. These
provisions, among other things:

. classify our board of directors into three classes, each of which will
serve for different three year periods;

. provide that a director may be removed by stockholders only for cause by
a vote of the holders of not less than two-thirds of our shares entitled
to vote;

. provide that all vacancies on our board of directors, including any
vacancies resulting from an increase in the number of directors, may be
filled by a majority of the remaining directors, even if the number is
less than a quorum;

. provide that special meetings of the stockholders may only be called by
the chairman of the board of directors, a majority of the board of
directors or upon the demand of the holders of a majority of the shares
entitled to vote at any such special meeting; and

. require a vote of the holders of not less than two-thirds of the shares
entitled to vote in order to amend the foregoing provisions and certain
other provisions of our certificate of incorporation and bylaws.

In addition, our board of directors, without further action of the
stockholders, is permitted to issue and fix the terms of preferred stock which
may have rights senior to those of common stock. We are also subject to the
Delaware business combination statute, which may render a change in control of
us more difficult.

Shares eligible for sale could adversely affect our stock price.

We cannot predict the effect, if any, that future sales of common stock, or
the availability of shares for future sales, will have on the market price of
the common stock prevailing from time to time. Sales of substantial amounts of
common stock, or the perception that such sales could occur, could adversely
affect prevailing market prices for our common stock.

Our stock price may be volatile and could decline substantially.

Our common stock is quoted on the Nasdaq National Market. The market price
of our common stock could be subject to significant fluctuations in response to
many factors, including:

. our operating results failing to meet the expectations of securities
analysts or investors in any quarter;

. downward revisions in securities' analysts estimates;

. material announcements by us or our competitors

. public sales of a substantial number of shares of our common stock
following this offering; or

. adverse changes in general market conditions or economic trends.

In addition, the stock market in recent years has experienced extreme price and
volume fluctuations that often have been unrelated or disproportionate to the
operating performance of companies. These fluctuations and other factors may
adversely affect the market price of our common stock. In addition, the absence
or discontinuance of the listing of our common stock on the Nasdaq National
Market could adversely affect the liquidity and price of our common stock.

Our independent accountants, Arthur Andersen LLP, have recently been indicted
by the U.S. federal government, which may adversely affect our access to the
capital markets, our ability to comply with our registration and reporting
obligations, whether contractual or statutory, and the ability of Arthur
Andersen to satisfy any claims that may arise out of Arthur Andersen's audit of
our financial statements.

Our independent accountant, Arthur Andersen LLP, has informed us that on
March 14, 2002, an indictment was unsealed charging it with federal obstruction
of justice arising from the U.S. government's investigation of Enron Corp.
Arthur Andersen has indicated that it intends to contest vigorously the
indictment. The registration statement of which this prospectus is a part is,
and any registration statement that we may file under the Securities Act of
1933 (the "Securities Act") would be, required to include audited financial
statements, as well as unaudited financial statements and other financial data.
In addition, we are required to file with the Securities and Exchange
Commission (the "Commission") periodic reports containing financial statements
audited or reviewed by an independent accountant.

Our access to the capital markets and our ability to comply with our
registration and reporting obligations, whether contractual or statutory, in a
timely manner could be adversely affected if the Commission ceases accepting
financial statements audited by Arthur Andersen or if Arthur Andersen becomes
unable to make specified representations to us, as required by the Commission
as a condition to accepting Arthur Andersen audited or reviewed financial
statements or if Arthur Andersen ceases, for any reason, to provide us with
their consent to the inclusion of their audit reports with respect to our
financial statements in our public filings with the Commission or to provide
underwriters of our securities with customary comfort letters and other
assurances with respect to public offerings and private placements of our
securities. Further, it is possible that events arising out of the indictment
may adversely affect the ability of Arthur Andersen to satisfy any claims that
may arise out of Arthur Andersen's audit of our financial statements.

As recommended by our Audit Committee, our Board of Directors decided not to
renew the engagement of our independent public accountants, Arthur Andersen
LLP, and selected KPMG LLP to serve as our independent public accountants for
our fiscal year ending February 1, 2003.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of
common stock offered by the selling stockholders.

SELECTED SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

We derived the selected summary consolidated financial and operating data as
of and for the fiscal years ended January 31, 1998, January 30, 1999, January
29, 2000, February 3, 2001 and February 2, 2002 from our audited financial
statements and the notes to those statements, which have been incorporated in
this prospectus by reference. You should read the following table in
conjunction with our consolidated financial statements and the related notes
incorporated herein by reference.

Fiscal Year Ended
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January 31, January 30, January 29, February 3, February 2,
1998 1999 2000 2001 2002
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(52 weeks) (52 weeks) (52 weeks) (53 weeks) (52 weeks)
(In thousands, except share, per share and selected operating data

Statement Of Operations Data:
Net sales.................................. $ 113,563 $ 143,350 $ 174,312 $ 209,626 $ 241,130
Gross profit............................... 34,849 42,941 52,350 63,826 73,728
Operating income........................... 9,616 11,165 14,446 18,235 18,964
Interest expense (income), net............. 8 141 422 830 625
Income before provision for income taxes... 9,608 11,024 14,024 17,405 18,339
Net income................................. $ 5,933 $ 6,790 $ 8,660 $ 10,812 $ 11,553
Earnings per common share:(1)
Basic:.................................. $ 0.64 $ 0.71 $ 0.90 $ 1.11 $ 1.17
Diluted:................................ $ 0.62 $ 0.69 $ 0.88 $ 1.09 $ 1.15
Weighted average shares outstanding:(1)
Basic:.................................. 9,341,123 9,605,883 9,641,618 9,699,419 9,875,182
Diluted:................................ 9,544,133 9,835,910 9,794,971 9,939,577 10,079,040

Selected Operating Data:
Number of new Hibbett Sports stores opened
during period............................ 30 51 51 58 53
Number of Hibbett Sports stores closed
during period(2)......................... 1 2 1 3 5
Number of Hibbett Sports stores open at end
of period(3)............................. 107 156 206 261 309
Comparable store sales increase(4)......... 6.4% 2.7% 2.8% 2.0% 2.7%
Operating profit margin.................... 8.5% 7.9% 8.3% 8.7% 7.9%

Balance Sheet Data:
Working capital............................ $ 25,649 $ 29,127 $ 37,831 $ 51,684 $ 56,334
Total assets............................... 53,366 68,552 83,278 101,252 115,315
Total debt................................. -- -- 4,391 9,748 3,903
Stockholders' investment................... 38,155 45,260 54,201 66,665 80,063

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(1) All share and per share data reflect the 3 for 2 stock split effective
February 1, 2002.
(2) During fiscal year 1999 we temporarily closed one store, which we reopened
in the first quarter of fiscal year 2000.
(3) Does not include Hibbett Superstores and Sports Additions stores.
(4) Comparable store net sales data for a period reflects stores open
throughout that period and the corresponding period of the prior fiscal
year. For the periods indicated, comparable store net sales include only
Hibbett Sports and Sports Additions stores.

BUSINESS

General

We are incorporated under the laws of the State of Delaware. Our principal
executive offices are located at 451 Industrial Lane, Birmingham, Alabama 35211
and our telephone number is (205) 942-4292.

Recent Developments

Business Strategies

Build on our Leading Position in Small to Mid-Sized Markets. We target
markets with county populations that range from 30,000 to 250,000. By targeting
these smaller markets and opening our stores in high traffic locations within
each market, we believe that we achieve significant strategic advantages,
including numerous expansion opportunities, comparatively low operating costs
and a more limited competitive environment than generally faced in larger
markets. We believe that our presence also serves an important need for our
customers, vendors and landlords in these markets, where we are often the only
full-line, full-service athletic sporting goods retailer.

Carry a Full-Line of Athletic Merchandise. We carry a full-line of athletic
equipment, footwear and apparel. By providing a wide selection of national and
specialty brands at mid to high price points and technically advanced products
that are often only available at specialty retailers, we believe that we
compare favorably with local competitors and mass merchandisers that have a
more limited brand selection. We tailor our merchandise offering to local
market tastes on a store by store basis, and we sell a variety of team
merchandise and equipment that is designed to meet the needs of customers in
our targeted markets.

Leverage Our Increasing Scale. We believe that through our ongoing store
growth and increased purchases we continue to grow in importance to our
vendors. We believe our vendors utilize our stores as the primary distribution
avenue to reach less accessible customers in small and mid-sized markets. We
believe that our growing sales base enhances our ability to obtain more
favorable terms and greater allocations of highly sought after product. Since
May 2001 we have been receiving direct shipments of containers to our
distribution center from our largest vendor, which allows us to obtain new
merchandise for our stores more quickly and at a lower cost.

Maintain a Low Cost Operating Strategy. Our strategy is to cluster stores
in existing contiguous markets within a two-hour driving distance of one
another, thus enabling us to achieve significant cost benefits, including
reduced distribution costs and increased economies of scale from marketing
activities. We also benefit from the lower labor and occupancy costs generally
associated with small to mid-sized markets. We believe our operating income
margins, which were 7.9% in fiscal 2002, are among the highest in the sporting
goods retail industry.

Continuous Investment In Our Infrastructure. We seek to continually improve
our infrastructure and management information systems. In fiscal 2000, we
expanded our distribution center in Birmingham, Alabama by approximately 90,000
square feet to a total of 220,000 square feet, giving us the capacity to
service up to 550 stores. We have also made investments in increased automation
and expanded cross docking capabilities at this center. In the summer of 2001,
we completed installing a new point-of-sale system from Data Vantage at our
stores, which gives us enhanced daily information for our merchandising and
planning systems. In addition, in January of 2002 we implemented a new
warehouse management system from Manhattan Associates.

Strong Focus on Employees. We strive to hire and maintain an enthusiastic
sales force with an avid interest in sports. Our extensive training program
focuses on product knowledge and selling skills and is conducted through the
use of in-store clinics, videos, self-study courses, and interactive group
discussions. Our executive management team has extensive experience both with
us and in the industry, with the 18 most senior executives having an average of
over 10 years tenure with us and an average of over 20 years in the industry.

Expansion Strategy

Store Locations

We operate 329 stores in 20 contiguous states. Of these stores, 124 are
located in malls, and 205 are located in dominant power strip centers. The
following table shows the locations in which we operated stores as of February
2, 2002:

STORE LOCATIONS

ALABAMA -49 Destin Madison Greenville Okmulgee West Orange

Adamsville Ft. Walton Beach Princeton Hattiesburg Owassa VIRGINIA -10
Athens Gainsville Seymour Jackson Ponca City Bristol
Auburn Gulf Breeze IOWA - 1 Laurel Stillwater Covington
Bay Minette Lake City West Burlington Magee Yukon Farmville
Bessemer Lake Wales KANSAS -5 McComb SOUTH CAROLINA -20 Franklin
Brewton Leesburg Coffeyville Meridian Aiken Galax
Birmingham (2) Live Oak Emporia Natchez Anderson Martinsville
Calera Okeechobee Hays New Albany Camden Norton
Clanton Palatka Manhattan Ocean Springs Chester Petersburg
Cullman Panama City Pittsburg Oxford Columbia South Boston
Daphne Santa Rosa KENTUCKY -23 Pascagoula Greenville Staunton
Decatur Sebring Ashland Pearl Greenwood WEST VIRGINIA -2
Dothan GEORGIA -40 Bowling Green Richland Hartsville Beckley
Enterprise Albany Campbellsville Senatobia James Island Morgantown
Eufaula Americus Corbin Southaven Lancaster
Fairfield (2) Athens (2) Danville Starksville Laurens
Florence (3) Bainbridge Elizabethtown (2) Tupelo Lexington
Ft. Payne Brunswick Frankfort Vicksburg Marion
Gadsen Canton Georgetown NORTH CAROLINA-30 Murrells Inlet
Gadendale Carrollton Glasgow Albemarle Myrtle Beach
Guntersville Cedartown Hazard Asheboro Newberry
Hartselle Centerville Henderson Boone Orangeburg
Hoover Columbus (3) Hopkinsville Clinton Rock Hill
Huntsville (2) Cordele Madisonville Dunn Seneca
Jasper Cornelia Mayfield Elizabeth City York
Leeds Covington Morehead Elkin TENNESSEE -30
Madison Dalton Murray Forest City Athens
Montgomery (2) Douglasville Owensboro Greenville Chattanooga
Muscle Shoals Ft. Oglethorpe Paducah Hendersonville (2) Cleveland
Northport Gainesville Richmond Kinston Columbia
Oxford Hinesville Somerset Lexington Cookeville (2)
Pelham Jesup South Williamson Lincolnton Crossville
Phenix City LaGrange Winchester Lumberton Dickson
Prattville Macon LOUISIANA - 9 Monroe (2) Dyersburg (2)
Scottsboro Milledgeville (2) Bastrop Morehead City Fayetteville
Selma Moultrie Crowley Morganton Greeneville
Talladega Newman DeRidder New Bern Jackson (3)
Tillmans Corner Rome Hammond Reidsville Kimball
Troy St. Mary's Monroe Roanoke Rapids Kingsport
Trussville Statesboro (2) Natchitoches Rockingham Lebanon
Tuscaloosa (3) Thomasville New Iberia Salisbury Martin
ARKANSAS-18 Tifton Ruston Sanford Maryville
Batesville Valdosta (3) Winnsboro Shelby McMinnville
Benton Vidalia MISSOURI - 10 Southern Pines Morristown
Blytheville Villa Rica Hannibal Washington Murfreesboro
Cabot Waycross Jefferson City Whiteville Nashville
Conway (2) ILLINOIS - 7 Kennett Wilson Paris
El Dorado Carbondale Kirksville OHIO - 3 Ripley
Forrest City Centralia Moberly Heath Springfield
Harrison Charleston Poplar Bluff Mt. Vernon Tullahoma
Hot Springs Galesburg Rolla New Boston Union City
Jonesboro Harrisburg Sedalia OKLAHOMA-14 Winchester
Magnolia Mt. Vernon Siketon Ada TEXAS -9
Paragould Quincy Warrensburg Altus Athens
Pine Bluff INDIANA - 9 MISSISSIPPI -26 Ardmore Cleburne
Rogers Bedford Batesville Bartlesville Early
Russellville Columbus Clarksdale Chickasha Greenville
Searcy Crawfordsville Clinton Duncan Longview
Van Buren Greencastle Columbia Enid Lufkin
FLORIDA -14 Greensburg Columbus (2) McAlester Palestine
Chiefland Jasper Corinth Muskogee Paris

Site Selection. We select locations for future stores in counties with
populations that range from 30,000 to 250,000. Within these counties, we target
high traffic locations, either in a dominant power strip center, which are
generally anchored by a Wal-Mart store, or in an enclosed mall where we seek,
and often obtain, an exclusive lease that precludes other athletic sporting
goods or athletic footwear stores from opening in the same facility, if they
are not already present. A majority of our enclosed mall leases contain such an
exclusive lease provision. In addition, almost all of our leases contain a
"kick-out" option, which enables us to terminate the lease (usually without
penalty) if the location fails to achieve certain levels of performance. New
store sites are generally within a two hour driving distance from an existing
store, though we aim to space stores far enough apart as to avoid placing them
in direct competition with one another. After these criteria are satisfied, we
base our final decision to open a store on the availability of the site, the
attractiveness of a particular site's economic profile and local market
conditions.

Store Concepts

Hibbett Sports

Our primary retail format is Hibbett Sports, which average approximately
5,000 square feet per store and are located in enclosed malls and dominant
power strip centers. Hibbett Sports stores offer a full-line of quality, brand
name merchandise with an emphasis on team and individual sports. In addition,
we strive to localize our merchandise to appeal to a wide range of customers
within each market. In our Hibbett Sports stores, we use decorative sports
design and signage to create an exciting in-store sports atmosphere to channel
customers into our stores.

Sports Additions and Hibbett Superstores

Our 16 Sports Additions stores are small, mall-based stores, averaging 1,500
square feet with approximately 90% of merchandise consisting of athletic
footwear and the remainder consisting of caps and a limited assortment of
apparel. Sports Additions stores offer a broader assortment of athletic
footwear, with a greater emphasis on fashion than the athletic footwear
assortment offered by Hibbett Sports stores. Our four Hibbett Superstores
average 25,000 square feet and are designed to project the same exciting and
entertaining in-store sports atmosphere as Hibbett Sports stores but on a
larger scale. We currently do not plan to open any new Sports Additions stores
or Hibbett Superstores.

Merchandising

Merchandising Strategy. Our merchandising strategy is to provide a broad
assortment of quality athletic equipment, footwear and apparel at competitive
prices in a full service environment. Our stores offer a broad selection of
brand name merchandise with an emphasis on team and individual sports. This
merchandise mix is complemented by a selection of localized apparel and
accessories designed to appeal to a wide range of customers within each market.
We also operate on the basis of everyday fair pricing. Unlike many of our
competitors, who periodically reduce retail prices as part of special sales
promotions, our policy is to only markdown the price of specific goods that
have experienced slow sales. We further differentiate ourselves from mass
merchandisers who sell limited assortments of similar product lines by offering
higher quality products at mid to high price points, as well as technically
advanced products that are often available only at specialty retailers. For
example, we offer baseball and softball bats ranging in price from $18.00 to
$300.00 and baseball and softball gloves ranging in price from $18.00 to
$210.00.

Brand Name Merchandise. Our stores emphasize quality brand name
merchandise. We believe that the breadth and depth of our brand name
merchandise selection generally exceeds the merchandise selection carried by
local independent competitors. Many of these branded products are highly
technical and require considerable sales assistance. We coordinate with our
vendors to educate the sales staff at the store level on new products and
trends.

The following list represents the leading brand names offered by us:

Equipment Footwear Apparel
--------- -------- -------
Easton Adidas Adidas
Everlast Converse Campus Designs
Fitness Quest K-Swiss Champion
Harbinger New Balance Fossil
Louisville Slugger Nike Gear for Sport
Mizuno Reebok Majestic
Rawlings Timberland New Era
Spalding Nike
TKO Oakley
USA Reebok
Wilson Russell
Worth Sports Under Armour

Regional Merchandise. Although the core merchandise assortment tends to be
similar for each Hibbett Sports store, important local or regional differences
frequently exist. Accordingly, our stores regularly offer products that reflect
preferences for particular sporting activities in each community and local
interest in college and professional sports teams. Our knowledge of these
interests, combined with access to leading vendors, enables Hibbett Sports
stores to react quickly to emerging trends or special events, such as college
or professional championships.

Purchasing. Our merchandise staff analyzes current sporting goods trends by
maintaining close relationships with vendors, monitoring sales at competing
stores, utilization of information systems, communicating with customers, store
managers and personnel and reviewing industry trade publications. The
merchandise staff works closely with store personnel to meet the requirements
of individual stores for appropriate merchandise in sufficient quantities.

Vendor Relationships

The athletic sporting goods retail business is very brand name driven.
Accordingly, we maintain relationships with a number of well known sporting
goods vendors to satisfy customer demand. We believe that our stores are among
the primary retail distribution avenues for brand name vendors that seek to
reach customers in our target markets. As a result, we are able to attract
considerable vendor interest and establish long-term partnerships with vendors.
As our vendors expand their product lines and grow in popularity, we expand
sales and promotions of these products within our stores. In addition, as we
continue to increase our store base and enter new markets, our vendors have
been able to increase their brand presence within our markets. We believe that
our growing sales base enhances our ability to obtain more favorable terms and
greater allocations of highly sought after product. We also work with our
vendors to establish cooperative marketing programs including, among other
things, the distribution of advertising circulars and catalogues and direct
mail programs. Our management believes that we maintain excellent working
relationships with our vendors. During fiscal 2002, our largest vendor, Nike,
represented approximately 27% of our total purchases.

Advertising and Promotion

We target special advertising opportunities in our markets to increase the
effectiveness of our advertising budget. In particular, we prefer advertising
in local media as a way to further differentiate us from national chain
competitors. Substantially all of our advertising and promotional spending is
centrally directed, with some funds allocated to district managers on an
as-requested basis. Print advertising, including newspaper inserts and direct
mail to customers, serves as the foundation of our promotional program and
accounted for the majority of our total advertising costs in fiscal 2002. Other
advertising means, such as outdoor billboards and signage on our

Hibbett trucks, are used to reinforce our name recognition in the community. We
also use cooperative marketing programs with our vendors to reach our
customers, which allows us to further reduce our advertising costs.

Customer Satisfaction

Customer Service. Commitment to customer satisfaction and service is an
integral part of our operating strategy. We emphasize customer service in order
to build loyalty and generate repeat business. We strive to hire enthusiastic
sales personnel with an avid interest in sports and provide them with extensive
training to create a sales staff with strong product knowledge, dedicated to
customer service. We also offer services such as special order programs,
monogramming, sewing and screening services and large order processing for
local groups in an effort to further maximize customer satisfaction.

Training. We provide continuing sales and technical/product training for
our sales personnel. A key part of the training process is our testing program.
All store personnel are required to take a written test and perform role
playing exercises before moving on to a higher sales position and ultimately
advancing within the organization. We utilize a number of training tools to
develop competent salespeople and future managers, including: (i) a two-part
salesperson training program designed to teach new hires and seasoned employees
how to be effective salespeople; (ii) a continuing product/technical training
program taught through in-store clinics, instructional manuals or video
presentations designed to educate the sales personnel on technical facets and
the use of a particular product; and (iii) store training meetings designed to
educate all salespeople at the store level as a group on a particular topic.

Distribution

We maintain a single 220,000 square foot distribution center in Birmingham,
Alabama, which services our existing stores. The distribution process is
centrally managed from our corporate headquarters, which is located in the same
building as the distribution center. To support our continued expansion, we
added approximately 90,000 square feet to the facility in fiscal 2000. We have
made investments in increased automation and expanded cross docking
capabilities at this center. In addition, in May 2001 we began receiving direct
shipments of containers to our distribution center from our largest vendor,
which allows us to obtain new merchandise for our stores more quickly and at a
lower cost. We believe strong distribution support for our stores is a critical
element of our expansion strategy and is central to our ability to maintain a
low cost operating structure. As we continue to expand our store base, we
intend to open new stores in locations that can be supplied from our existing
distribution center.

We receive substantially all of our merchandise at our distribution center.
For key products, we maintain backstock at the distribution center that is
allocated and distributed to stores through an automatic replenishment program
based on items sold during the prior week. Merchandise is typically delivered
to stores weekly via company-operated vehicles.

Management Information Systems

We utilize integrated information systems centralized at the corporate
level. Our systems are designed to track product movement throughout the store
base. Detailed transaction records are accumulated on each store's Point of
Sale (POS) system and polled nightly. This information is communicated to the
merchandise buyers, who use our Merchandise Management System (MMS) to order
merchandise as needed.

Our MMS, written by Island Pacific (IP) Software, reports purchasing,
receiving, shipping, sales and individual SKU level inventory stocking
information. Information from our Data Vantage POS system is regularly reviewed
and analyzed by the purchasing staff to assist in making merchandise allocation
and markdown decisions. We use an automatic reorder system to maintain in-stock
positions on key items. This system provides management with the information
needed to determine the proper timing and quantity of

reorders. Through the IP Software package, we are able to accommodate different
retail prices for the same item at different stores and as a result to price
merchandise competitively by market. Our Warehouse Management System and PKMS
from Management Associates, along with our Lawson Financial Management System,
round out our best of breed approach to systems.

Properties

We currently lease all of our existing 329 store locations and expect that
our policy of leasing rather than owning will continue as we expand. Our leases
typically provide for terms of five to seven years which may be extended at our
option. We believe that this lease strategy enhances our flexibility to pursue
various expansion opportunities resulting from changing market conditions and
to periodically re-evaluate store locations. Our ability to open new stores is
contingent upon locating satisfactory sites, negotiating favorable leases and
recruiting and training additional qualified management personnel.

As current leases expire, we believe that we will be able either to obtain
lease renewals if desired for present store locations or to obtain leases for
equivalent or better locations in the same general area. To date, we have not
experienced any significant difficulty in either renewing leases for existing
locations or securing leases for suitable locations for new stores. Our leases
may contain certain provisions with which we may not be in compliance. Based
primarily on our belief that we maintain good relations with our landlords,
that most of our leases are at market rents and that we have historically been
able to secure leases for suitable locations, we believe that these provisions
will not be detrimental to our business or financial condition.

Our offices and the distribution center are leased under an operating lease
expiring in 2014.

Competition

Hibbett Sports format stores compete with national chains that focus on
athletic footwear, local sporting goods stores, department and discount stores,
traditional shoe stores and mass merchandisers. The marketplace for sporting
goods remains highly fragmented, as many different retailers compete for market
share by utilizing a variety of store formats and merchandising strategies. In
recent years, the growth of large format retailers (such as Sports Authority)
has resulted in significant consolidation in large metropolitan markets.
However, we believe that the competitive environment for sporting goods remains
different in small to mid-sized markets where retail demand does not currently
support larger-format stores. In these markets, customers generally shop for
sporting goods at either (i) a discount store or department store, (ii) a
sporting goods retailer that focuses on a specialty category, such as athletic
footwear, or an activity, such as golf or tennis, and that is either an
independent local operator or part of a national chain or (iii) a full-line
sporting goods retailer that is typically a single-store operation or part of a
small chain.

With over 30 years of operating experience in small to mid-sized markets, we
believe that we are well-positioned to continue to compete effectively against
such other sporting goods retailers. Compared to us, (i) discounters and
department stores typically offer more limited sporting goods assortments,
fewer high-quality name brands and more limited customer service; (ii)
specialty sporting goods retailers typically focus on a specific category, such
as athletic footwear, or an activity, such as golf or tennis, and therefore
lack the wide range of products offered by us; and (iii) local full-line
sporting goods retailers are typically single store operations that lack our
systems, vendor relationships and economies of scale.

Employees

As of February 2, 2002, we employed approximately 1,020 full-time and
approximately 1,607 part-time employees, none of whom are presently represented
by a labor union. The number of part-time employees fluctuates depending on
seasonal needs. We consider our relationship with our employees to be good and
have not experienced significant interruptions of operations due to labor
disagreements.

Legal Proceedings

We are a party to various legal proceedings incidental to our business. In
the opinion of management, after consultation with legal counsel, the ultimate
liability, if any, with respect to those proceedings is not presently expected
to materially affect our business, financial position or results of operations.

SELLING STOCKHOLDERS

As of April 8, 2002, approximately 19.63% of our common stock was owned by
The SK Equity Fund, L.P. and SK Investment Fund, L.P (together, the "Funds").
The Funds made their original investment in us in 1995. The Funds are selling
all of the remaining shares of our common stock that they beneficially own to
realize the remaining value of their original investment after holding such
shares for a long period of time.

The following table sets forth certain information concerning the shares of
our common stock held and to be offered under this prospectus from time to time
by each of the Funds and assumes the sale of all the shares of our common stock
included herein. Because the Funds may sell all, some or none of their shares
included in this prospectus, we cannot estimate the number and percentage of
shares that the Funds will hold after any particular sale.

Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering
------------------- -------------------
Name Shares Percent Shares Percent
---- --------- ------- ------ -------

The SK Equity Fund, L.P...... 1,938,871 19.42% 0 0%
SK Investment Fund, L.P...... 21,210 0.21% 0 0%
--------- ----- - -
Total:.................... 1,960,081 19.63% 0 0%
========= ===== = =

SKM Partners, L.P. is the general partner of each of the Funds. Saunders
Karp & Megrue Partners, L.L.C. is the general partner of SKM Partners, L.P.,
and Messrs. Saunders, Karp and Megrue are the authorized members of Saunders
Karp & Megrue Partners, L.L.C.

John F. Megrue and Thomas A. Saunders, III are partners of SKM Partners,
L.P. F. Barron Fletcher, III is a partner of SKM Growth Investors, an affiliate
of SKM Partners, L.P. Mr. Megrue has been the Chairman of our board of
directors, and Messrs. Saunders and Fletcher have been members of our board of
directors since 1995.

On November 1, 1995, we entered into an advisory agreement with Saunders
Karp & Megrue, L.P. ("SKM"), the general partner of which is SKM Partners L.P.,
which is also the general partner of each of the Funds. Pursuant to the
advisory agreement SKM has agreed to provide certain financial advisory
services to us. In consideration for these services, SKM is entitled to receive
an annual fee of $200,000, payable quarterly in advance. We also have agreed to
indemnify SKM for certain losses arising out of the provision of advisory
services and to reimburse certain of SKM's out-of-pocket expenses. We and SKM
have agreed that the advisory agreement will terminate when the Funds sell all
of the shares of our common stock that they beneficially own.

PLAN OF DISTRIBUTION

The selling stockholders may offer and sell shares of our common stock being
offered by this prospectus from time to time in a number of ways, including:

. through agents to the public or to one or more purchasers;

. through dealers to the public or to one or more purchasers;

. to or through underwriters for resale to the public or to one or more
purchasers;

. directly to one or more purchasers; or

. through a combination of such methods.

The selling stockholders may offer and sell shares of our common stock being
offered by this prospectus from time to time in one or more transactions at:

. a fixed price or prices, which may be changed;

. market prices prevailing at the time of sale;

. prices related to the prevailing market prices; or

. negotiated prices.

The transactions in which selling stockholders may offer and sell shares of
our common stock being offered by this prospectus directly to purchasers or
through underwriters, dealers or agents at fixed, market or negotiated prices
include:

. sales directly into the trading market for the common stock;

. block transactions;

. underwritten offerings; or

. privately negotiated sales.

Agents

The selling stockholders may designate agents from time to time to solicit
purchases of our common stock. The selling stockholders may also sell shares of
our common stock to an agent as a principal.

Dealers

If the selling stockholders utilize a dealer in the sale of shares of our
common stock being offered by this prospectus, the selling stockholders will
sell the shares to the dealer, as principal. The dealer may then resell the
shares of our common stock to the public at varying prices to be determined by
the dealer at the time of resale.

Underwriters

If shares of common stock are sold in underwritten offerings, the
underwriters may acquire the shares for their own account. The underwriter may
resell the shares of our common stock in one or more transactions, including
negotiated transactions, at a fixed public offering price, which may be
changed, at market prices determined at the time of sale, at prices related to
such market price or at negotiated prices. The selling stockholders will
execute an underwriting agreement with the underwriter at the time of sale, and
the obligations of the underwriter to purchase the shares of our common stock
will be subject to the conditions set forth in such applicable underwriting
agreement. The selling stockholder, or the purchasers of the shares of our
common stock

for whom the underwriter may act as agent, may compensate the underwriter in
the form of underwriting discounts and commissions. The underwriter may sell
the shares of our common stock to or through dealers, in a syndicate or
otherwise, and the underwriter may compensate those dealers in the form of
discounts, concessions or commissions.

Direct Sales

The selling stockholders may also sell the shares of our common stock
directly to one or more purchasers without using underwriters, dealers or
agents.

To facilitate the offering of the shares of our common stock, persons
participating in the offering may engage in transactions that stabilize or
maintain the price of the shares. This may include over-allotments of the
shares of our common stock, which involve the sale by persons participating in
the offering of more shares than the selling stockholders sold to them. In
these circumstances, these persons would cover such over-allotments by making
purchases in the open market or by exercising any over-allotment option. In
addition, these persons may stabilize or maintain the price of the shares of
our common stock by bidding for or purchasing securities in the open market or
by imposing penalty bids, whereby selling concessions allowed to dealers
participating in the offering may be reclaimed if the shares of our common
stock sold by them are repurchased in connection with stabilization
transactions. The effect of these transactions may be to stabilize or maintain
the market price of the shares of our common stock at a level above that which
might otherwise prevail in the open market. These transactions, if commenced,
may be discontinued at any time.

In addition, persons participating in the offering may engage in short
sales. Shorts sales involve the sale by these persons of a greater number of
shares than they are required to purchase in the offering. "Covered" short
sales are sales made in an amount not greater than such person's option to
purchase additional shares from the selling stockholder in the offering. These
persons may close out any covered short position by either exercising their
option to purchase additional shares or purchasing shares in the open market.
In determining the source of shares to close out the covered short position,
these persons will consider, among other things, the price of shares available
for purchase in the open market as compared to the price at which they may
purchase shares through the overallotment option. "Naked" short sales are any
sales in excess of such option. These persons must close out any naked short
position by purchasing shares in the open market. A naked short position is
more likely to be created if these persons are concerned that there may be
downward pressure on the price of our common stock in the open market after
pricing that could adversely affect investors who purchase in the offering.

Any underwriter who is a qualified market maker on the Nasdaq National
Market may engage in passive market making transactions in the shares of our
common stock in accordance with Rule 103 of Regulation M, during the business
day prior to the pricing of the offering, before the commencement of offers or
sales of the shares. Passive market makers must comply with applicable volume
and price limitations and must be identified as passive market makers. In
general, a passive market maker must display its bid at a price not in excess
of the highest independent bid for the shares of our common stock; if all
independent bids are lowered below the passive market marker's bid, however,
the passive market maker's bid then must be lowered when certain purchase
limits are exceeded.

We will set forth in a prospectus supplement the terms of the offering of
the shares of our common stock, including:

. the name or names of any agents, dealers or underwriters;

. the purchase price of the shares of our common stock being offered and
the proceeds the selling stockholder and we will receive from the sale;

. any over-allotment options under which the underwriters may purchase
additional shares of our common stock from the selling stockholders;

. any agency fees or underwriting discounts or other items constituting
agents' or underwriters' compensation;

. any public offering price; and

. any discounts or commissions allowed or reallowed or paid to dealers.

Dealers and agents participating in the distribution of the shares of our
common stock may be deemed to be underwriters within the meaning of the
Securities Act. Any discounts and commissions received by underwriters, dealers
and agents, and any profit realized by them on resale of the shares, may be
deemed to be underwriting discounts and commissions. The selling stockholders
may agree to indemnify any underwriter, dealer or broker-dealer or agent that
participates in transactions involving sales of the shares of our common stock
against certain liabilities, including liabilities under the Securities Act.

The underwriters, dealers and agents may engage in other transactions with
us, or perform other services for us, in the ordinary course of their business.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for us by Latham & Watkins, New York, New York. From time to time Latham &
Watkins renders certain legal services to the Funds.

EXPERTS

The audited consolidated financial statements and related schedule
incorporated by reference in this prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said firm as
experts in giving said reports.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Commission a registration statement (of which this
prospectus is a part and which term shall encompass any amendments thereto) on
Form S-3 pursuant to the Securities Act with respect to the common stock being
offered in this offering. This prospectus does not contain all the information
set forth in the registration statement and the exhibits and schedules thereto,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. Statements made in this prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete; with respect to any such contract, agreement or other
document filed as an exhibit to the registration statement, reference is made
to the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference. For
further information about us and the securities offered hereby, reference is
made to the registration statement and to the financial statements, schedules
and exhibits filed as a part thereof.

We are subject to the reporting requirements of the Securities Exchange Act
of 1934 (the "Exchange Act"), and, in accordance therewith, file annual and
quarterly reports, proxy statements and other information with the Commission.
The registration statement, the exhibits and schedules forming a part thereof
and other information filed by us with the Commission in accordance with the
Exchange Act can be inspected and copies obtained at the Commission's Public
Reference Section, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.
The public may obtain information regarding the Commission's public reference
facility by calling 1-200-SEC-0330.

Our reports, the registration statement and other information filed by us with
the Commission are also available at the Commission's website at
http://www.sec.gov. Our common stock is quoted on the Nasdaq National Market.
Reports and other information concerning us may be inspected at the National
Association of Securities Dealers, Inc. at 1801 K Street, N.W., Washington,
D.C. 20006.

INCORPORATION OF DOCUMENTS BY REFERENCE

The Commission allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you
by referring you directly to those documents. The information included
elsewhere in this prospectus is considered to be part of this prospectus. In
addition, information we file with the Commission in the future will
automatically update and supersede information contained in this prospectus and
any accompanying prospectus supplement. We incorporate by reference:

. our annual report on Form 10-K/A for the year ended February 2, 2002;

. the description of our common stock contained in our Registration
Statement on Form 8-A filed with the Commission on July 3, 1996,
including any amendments or reports filed for the purpose of updating the
descriptions;

. our current report on Form 8-K, dated May 9, 2002, filed with the
Commission on May 15, 2002; and

. any future filings made with the Commission under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act until we sell all of the securities we
are offering.

We will provide free copies of any of these documents if you write us at 451
Industrial Lane, Birmingham, Alabama 35211, or telephone us at (205) 942-4292.

================================================================================

1,960,081 Shares

[LOGO]

Common Stock

-----------------

PROSPECTUS

, 2002

-----------------

================================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Registration Fee..................................................... $ 4,500
Transfer Agent's Fees................................................
Legal Fees........................................................... 75,000
Accounting Fees......................................................
Miscellaneous........................................................
-------
Total............................................................. $
=======

Each of the amounts set forth above, other than the Registration Fee, is an
estimate.

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Act permits the Registrant
to indemnify officers, directors or employees against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement in connection
with legal proceedings "if [as to any officer, director or employee] he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to the best interests of the corporation, and, with respect to any criminal act
or proceeding, had no reasonable cause to believe his conduct was unlawful,"
provided that with respect to actions by, or in the right of the corporation
against, such individuals, indemnification is not permitted as to any matter as
to which such person "shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation, unless, and only
to the extent that, the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper."
Individuals who are successful in the defense of such action are entitled to
indemnification against expenses reasonably incurred in connection therewith.
The bylaws of the Registrant require the Registrant to indemnify directors and
officers against liabilities which they may incur under the circumstances set
forth in the preceding paragraph.

Item 16. Exhibits.

The following exhibits are filed as part of this Registration Statement:

Exhibit
Number Description
------ -----------

* 4.1 Form of Share Certificate

** 5.1 Opinion of Latham & Watkins

+23.1 Consent of Arthur Andersen LLP

**23.2 Consent of Latham & Watkins (included in Exhibit 5.1 to this Registration Statement)

**24.1 Power of Attorney

--------
+ Filed herewith.
* Filed as an exhibit to Amendment No. 2 to the Company's Registration
Statement on Form S-1 (Registration No. 333-07023) filed with the Securities
and Exchange Commission on September 16, 1996, and incorporated herein by
reference.

** Previously filed.

II-1

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or any decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any derivation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously discussed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration, by means of a post-effective amendment,
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securitie Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

II-2

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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on May 17, 2002.

HIBBETT SPORTING GOODS, INC.

By: /s/ GARY A. SMITH
-----------------------------
Gary A. Smith
Vice President and Chief
Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

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

*
----------------------------- President, Chief Executive
MICHAEL J. NEWSOME Officer and Director May 17, 2002

* Vice President and Chief
----------------------------- Financial Officer
Gary A. Smith (Principal Financial and
Accounting Officer) May 17, 2002

*
-----------------------------
John F. Megrue Director May 17, 2002

*
-----------------------------
CLYDE B. ANDERSON Director May 17, 2002

*
-----------------------------
F. Barron Fletcher, III Director May 17, 2002

*
-----------------------------
Thomas A. Saunders, III Director May 17, 2002

*
-----------------------------
H. RAY COMPTON Director May 17, 2002

*
-----------------------------
Carl Kirkland Director May 17, 2002

* /s/ Gary A. Smith
-----------------------------
Attorney-in-fact

EXHIBIT INDEX

Exhibit
Number Description
------- -----------

*4.1 Form of Share Certificate

**5.1 Opinion of Latham & Watkins

+23.1 Consent of Arthur Andersen LLP

**23.2 Consent of Latham & Watkins (included in Exhibit 5.1 to this Registration Statement)

**24.1 Power of Attorney

--------
+ Filed herewith.
* Filed as an exhibit to Amendment No. 2 to the Company's Registration
Statement on Form S-1 (Registration No. 333-07023) filed with the Securities
and Exchange Commission September 16, 1996, and incorporated herein by
reference.

** Previously filed.