content: <PAGE>   1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 2000
                                                        REGISTRATION NO. 333-
  
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                    SAUCONY, INC.
                ----------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
            MASSACHUSETTS                                      04-1465840
    ------------------------------                         ------------------
   (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                          Identification No.)
  
                  13 CENTENNIAL DRIVE, PEABODY, MASSACHUSETTS 01960
                  -------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                             1993 EQUITY INCENTIVE PLAN
                             --------------------------
                              (Full title of the plan)
  
                                   JOHN H. FISHER
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                   SAUCONY, INC.
                                13 CENTENNIAL DRIVE
                            PEABODY, MASSACHUSETTS 01960
                       --------------------------------------
                       (Name and address of agent for service)
  
                                   (978) 532-9000
             -----------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
  
                           CALCULATION OF REGISTRATION FEE
  --------------------------------------------------------------------------------
  <TABLE>
  <CAPTION>
                                                     PROPOSED                PROPOSED
  TITLE OF EACH CLASS                                MAXIMUM                 MAXIMUM                 AMOUNT OF
  OF SECURITIES TO BE           AMOUNT TO BE         OFFERING PRICE          AGGREGATE               REGISTRATION
  REGISTERED                    REGISTERED(1)        PER SHARE               OFFERING PRICE          FEE
  -------------------------------------------------------------------------------------------------------------------------
  <S>                        <C>                 <C>                   <C>                      <C>
  Class A Common Stock          250,000 shares       $10.47 (2)              $2,617,500.00 (2)       $691.02
  ($.33-1/3 par value)
  
  Class B Common Stock          750,000 shares       $10.38 (3)              $7,785,000.00 (3)       $2,055.24
  ($.33-1/3 par value)
  
  Total:                        1,000,000 shares                                                     $2,746.26
  -------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
       "Securities Act"), this registration statement ("Registration Statement")
       also covers additional securities that may be offered or issued to prevent
       dilution resulting from stock splits, stock dividends or similar
       transactions.
  
  (2)  Estimated solely for the purpose of calculating the registration fee, and
       based upon the average of the high and low prices of the Registrant's Class
       A Common Stock as reported on the Nasdaq National Market on July 10, 2000,
       in accordance with Rules 457(c) and 457(h) under the Securities Act.
  
  (3)  Estimated solely for the purpose of calculating the registration fee, and
       based upon the average of the high and low prices of the Registrant's Class
       B Common Stock as reported on the Nasdaq National Market on July 10, 2000,
       in accordance with Rules 457(c) and 457(h) under the Securities Act.
  <PAGE>   2
  
  
                                  EXPLANATORY NOTE
  
       At the 2000 Annual Meeting of Stockholders of Saucony, Inc., a
  Massachusetts corporation (the "Registrant"), the stockholders of the Registrant
  approved an amendment to the Registrant's 1993 Equity Incentive Plan (the
  "Plan"), increasing the aggregate number of shares of the Registrant's Class A
  common stock, $.33-1/3 par value per share (the "Class A Common Stock") and
  Class B common stock, $.33-1/3 par value per share (the "Class B Common Stock")
  issuable under the Plan by 750,000 shares. This Registration Statement has been
  prepared in accordance with the requirements of Form S-8 under the Securities
  Act to register 250,000 shares of Class A Common Stock and 750,000 shares of the
  Class B Common Stock of the Registrant issuable under the Plan (in addition to
  the 1,150,000 shares issuable under the Plan registered under prior registration
  statements on Form S-8 (File Nos. 33-61532, 33-80726 and 333-33485)). Because
  the amendment to the Plan approved by the Registrant's stockholders contemplates
  that either Class A Common Stock or Class B Common Stock may be issued, this
  Registration Statement covers an aggregate of 1,000,000 shares (250,000 shares
  more than the increase in shares approved with the amendment to the Plan) in
  order to provide the Company with flexibility in allocating grants under the
  Plan among Class A Common Stock-based grants and Class B Common Stock-based
  grants. The Registrant will not issue more than an aggregate of 750,000 of the
  shares registered hereby unless stockholder and corporate approvals authorizing
  the issuance of additional shares under the Plan, to the extent required under
  applicable laws and regulations, are first obtained.
  
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I of Form S-8 is included in documents
  sent or given to participants in the plan specified on the cover page of this
  Registration Statement, pursuant to Rule 428(b)(1) of the Securities Act.
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
       The Registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act") and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are filed with the
  Commission, are incorporated in this Registration Statement by reference:
  
       (1) The Registrant's annual report on Form 10-K for the fiscal year ended
  December 31, 1999, as amended, which contains audited financial statements for
  the Registrant's latest fiscal year for which such statements have been filed.
  
       (2) All reports filed pursuant to Sections 13(a) or 15(d) of the Exchange
  Act since the end of the fiscal year covered by the annual report referred to in
  (1) above.
  
       (3) The description of the Class A Common Stock contained in the
  registration statement on Form 8-A filed under the Exchange Act on April 22,
  1993 and amended on May 24, 1993 (File No. 0-5083), including any amendment or
  report filed for the purpose of updating such description.
  
  <PAGE>   3
  
       (4) The description of the Class B Common Stock contained in the
  registration statement on Form 8-A filed under the Exchange Act on April 22,
  1993 and amended on May 24, 1993 (File No. 0-5083), including any amendment or
  report filed for the purpose of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all shares of Class A Common Stock
  and Class B Common Stock offered hereby have been sold or which deregisters all
  shares of Class A Common Stock and Class B Common Stock then remaining unsold,
  shall be deemed to be incorporated by reference herein and to be part hereof
  from the date of the filing of such documents.
  
       Item 4. DESCRIPTION OF SECURITIES
  
       Not applicable.
  
       Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       David E. Redlick, a partner of Hale and Dorr LLP, is Clerk of the
  Registrant.
  
       Item 6. INDEMNIFICATION
  
       Consistent with applicable provisions of Chapter 156B of the Massachusetts
  General Laws, the Registrant's Restated Articles of Organization, as amended
  (the "Articles of Organization"), provide that the Registrant's directors and
  officers may be indemnified by the Registrant from and against any claims,
  liabilities and expenses to which they may become subject by reason of being an
  officer or director, except with respect to any matter as to which such officer
  shall have been adjudicated by a court of competent jurisdiction not to have
  acted in good faith in the reasonable belief that his or her action was in the
  best interests of the Registrant.
  
       Generally, Article 6 of the Articles of Organization provides for the
  indemnification of directors and officers of the Registrant against liabilities
  and expenses arising out of legal proceedings brought against them by reason of
  their status or service as directors or officers or by reason of their agreeing
  to serve, at the request of the Registrant, as a director or officer of, or in a
  similar capacity with, another organization or in any capacity with respect to
  any employee benefit plan of the Registrant. Under Article 6, a director or
  officer of the Registrant will be indemnified by the Registrant for all
  expenses, judgments, fines and amounts paid in settlement of such proceedings,
  even if he or she is not successful on the merits, if he or she acted in good
  faith and in a manner he or she reasonably believed to be in the best interests
  of the Registrant.
  
       The Articles of Organization establish the presumption that the director or
  officer has met the applicable standard of conduct required for indemnification.
  The indemnification above will be made unless the Registrant determines, by
  clear and convincing evidence, that the applicable standard of conduct has not
  been met. Such a determination would be made by a majority of a quorum of the
  directors, independent legal counsel, the stockholders or a court of competent
  jurisdiction. The Board of Directors can authorize advancing litigation expenses
  to a director or officer at his request upon receipt of an undertaking by such
  director or officer to repay such
  
  <PAGE>   4
  
  expenses if it is ultimately determined that he or she is not entitled to
  indemnification for such expenses.
  
       The Articles of Organization also provide that, in the event of a
  determination by the Registrant that a director or officer did not meet the
  standard of conduct required for indemnification, or if the Registrant fails to
  make an indemnification payment or an advance of expenses within 60 days after
  such payment is claimed by a director or officer, such director or officer can
  petition the court to make an independent determination of whether such director
  or officer is entitled to indemnification. The Articles of Organization
  explicitly provide for partial indemnification of costs and expenses in the
  event that a director or officer is not entitled to full indemnification.
  
       The Registrant has purchased and maintains insurance coverage under a
  policy insuring directors and officers of the Registrant against certain
  liabilities which they may incur as directors or officers of the Registrant,
  which may include coverage for liabilities arising under the Securities Act.
  
       Item 7. EXEMPTION FROM REGISTRATION CLAIMED
  
       Not applicable.
  
       Item 8. EXHIBITS
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
       Item 9. UNDERTAKINGS
  
       a. The 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;
  
            (ii) To reflect in the prospectus any facts or events arising after
            the effective date of this Registration Statement (or the 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 decrease in volume of securities offered (if the total
            dollar value of securities offered would not exceed that which was
            registered) and any deviation 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 percent change in the maximum aggregate offering price set forth in
            the "Calculation of Registration Fee" table herein; and
  
  <PAGE>   5
  
            (iii) To include any material information with respect to the plan of
            distribution not previously disclosed in this Registration Statement
            or any material change to such information in this Registration
            Statement;
  
       provided, however, that paragraphs (i) and (ii) do not apply if this
       Registration Statement is on Form S-3 or Form S-8, and 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 Section 15(d) of the Exchange
       Act that are incorporated by reference in this 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 Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
  in this 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 in the initial bona fide offering
  thereof.
  
       c. Insofar as indemnification for liabilities arising under the Securities
  Act 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 whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
  <PAGE>   6
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Peabody, Massachusetts on the 14th day of July, 2000.
  
  
                                        SAUCONY, INC.
  
                                        By: /s/ Michael Umana
                                           ---------------------------------
                                           Michael Umana
                                           Vice President, Finance
                                           Chief Financial Officer
                                           (Duly authorized officer and principal
                                           financial officer)
  
  
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Saucony, Inc., hereby
  severally constitute John H. Fisher, Charles A. Gottesman and David E. Redlick,
  and each of them singly, our true and lawful attorneys with full power to them,
  and each of them singly, to sign for us and in our names in the capacities
  indicated below, the Registration Statement on Form S-8 filed herewith and any
  and all subsequent amendments to said Registration Statement, and generally to
  do all such things in our names and behalf in our capacities as officers and
  directors to enable Saucony, Inc. to comply with all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
  
  
  <PAGE>   7
  
  
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the dates indicated.
  
  
  <TABLE>
  <CAPTION>
  
          SIGNATURES                                  CAPACITY                         DATE
          ----------                                  --------                         ----
  <S>                               <C>                                       <C>
  
  /s/ John H. Fisher                    President, Chief Executive Officer         July 14, 2000
  -----------------------------------   and Director (Principal Executive
  John H. Fisher                        Officer)
  
  
  /s/ Charles A. Gottesman              Executive Vice President, Chief            July 14, 2000
  -----------------------------------   Operating Officer and Director
  Charles A. Gottesman
  
  
  /S/ Michael Umana                     Vice President, Finance and Chief          July 14, 2000
  -----------------------------------   Financial Officer (Principal
  Michael Umana                         Financial Officer)
  
  
  /s/ Roger P. Deschenes                Vice President, Controller and Chief       July 14, 2000
  -----------------------------------   Accounting Officer (Principal
  Roger P. Deschenes                    Accounting Officer)
  
  
  /s/ John J. Neuhauser                 Director                                   July 14, 2000
  -----------------------------------
  John J. Neuhauser
  
  
  /s/ Robert J. Lefort, Jr.             Director                                   July 14, 2000
  -----------------------------------
  Robert J. LeFort, Jr.
  
  
  /s/ John M. Connors, Jr.              Director                                   July 14, 2000
  -----------------------------------
  John M. Connors, Jr.
  
  
  /s/ Phyllis H. Fisher                 Director                                   July 14, 2000
  -----------------------------------
  Phyllis H. Fisher
  
  </TABLE>
  
  
  
  
  <PAGE>   8
  
  
                                    EXHIBIT INDEX
  
  EXHIBIT
  NUMBER                    DESCRIPTION
  -------                   -----------
  
  4.1         Restated Articles of Organization, as amended,
              of the Registrant (incorporated herein by
              reference to Exhibits 3.1 and 3.2 to the
              Registrant's current report on Form 8-K filed
              June 2, 1998)
  4.2         By-Laws, as amended, of the Registrant
              (incorporated herein by reference to Exhibit 3.3
              to the Registrant's registration statement on
              Form S-2, as amended (File No. 33-61040))
  4.3         Specimen Class A Common Stock certificate
  4.4         Specimen Class B Common Stock certificate
              (incorporated herein by reference to Exhibit 4.1
              to the Registrant's registration statement on
              Form S-2, as amended (File No. 33-61040))
  5.1         Opinion of Hale and Dorr LLP
  23.1        Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  23.2        Consent of PricewaterhouseCoopers LLP
  23.3        Consent of Grant Thornton
  24.1        Power of Attorney (included in the signature pages to this
              Registration Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "SAUCONY, INC.", "secsgml_size_bytes": 21305}]
metadata_filer: {"company-data": {"conformed-name": "SAUCONY INC", "cik": "0000049401", "assigned-sic": "3021", "irs-number": "041465840", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41454", "film-number": "673189"}, "business-address": {"street1": "13 CENTENNIAL DR", "street2": "CENTENNIAL INDUSTRIAL PK", "city": "PEABODY", "state": "MA", "zip": "01961", "phone": "5085329000"}, "mail-address": {"street1": "13 CENTENNIAL DRIVE", "street2": "CENTENNIAL INDUSTRIAL PARK", "city": "PEABODY", "state": "MA", "zip": "01960"}, "former-company": [{"former-conformed-name": "HYDE ATHLETIC INDUSTRIES INC", "date-changed": "19920703"}, {"former-conformed-name": "HYDE A R & SONS CO", "date-changed": "19701030"}]}
text: 1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 2000
                                                        REGISTRATION NO. 333-
  
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                    SAUCONY, INC.
                ----------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
            MASSACHUSETTS                                      04-1465840
    ------------------------------                         ------------------
   (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                          Identification No.)
  
                  13 CENTENNIAL DRIVE, PEABODY, MASSACHUSETTS 01960
                  -------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                             1993 EQUITY INCENTIVE PLAN
                             --------------------------
                              (Full title of the plan)
  
                                   JOHN H. FISHER
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                   SAUCONY, INC.
                                13 CENTENNIAL DRIVE
                            PEABODY, MASSACHUSETTS 01960
                       --------------------------------------
                       (Name and address of agent for service)
  
                                   (978) 532-9000
             -----------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  --------------------------------------------------------------------------------
  PROPOSED                PROPOSED
  TITLE OF EACH CLASS                                MAXIMUM                 MAXIMUM                 AMOUNT OF
  OF SECURITIES TO BE           AMOUNT TO BE         OFFERING PRICE          AGGREGATE               REGISTRATION
  REGISTERED                    REGISTERED(1)        PER SHARE               OFFERING PRICE          FEE
  -------------------------------------------------------------------------------------------------------------------------
  Class A Common Stock          250,000 shares       $10.47 (2)              $2,617,500.00 (2)       $691.02
  ($.33-1/3 par value)
  
  Class B Common Stock          750,000 shares       $10.38 (3)              $7,785,000.00 (3)       $2,055.24
  ($.33-1/3 par value)
  
  Total:                        1,000,000 shares                                                     $2,746.26
  -------------------------------------------------------------------------------------------------------------------------
  (1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
       "Securities Act"), this registration statement ("Registration Statement")
       also covers additional securities that may be offered or issued to prevent
       dilution resulting from stock splits, stock dividends or similar
       transactions.
  
  (2)  Estimated solely for the purpose of calculating the registration fee, and
       based upon the average of the high and low prices of the Registrant's Class
       A Common Stock as reported on the Nasdaq National Market on July 10, 2000,
       in accordance with Rules 457(c) and 457(h) under the Securities Act.
  
  (3)  Estimated solely for the purpose of calculating the registration fee, and
       based upon the average of the high and low prices of the Registrant's Class
       B Common Stock as reported on the Nasdaq National Market on July 10, 2000,
       in accordance with Rules 457(c) and 457(h) under the Securities Act.
  2
  
                                  EXPLANATORY NOTE
  
       At the 2000 Annual Meeting of Stockholders of Saucony, Inc., a
  Massachusetts corporation (the "Registrant"), the stockholders of the Registrant
  approved an amendment to the Registrant's 1993 Equity Incentive Plan (the
  "Plan"), increasing the aggregate number of shares of the Registrant's Class A
  common stock, $.33-1/3 par value per share (the "Class A Common Stock") and
  Class B common stock, $.33-1/3 par value per share (the "Class B Common Stock")
  issuable under the Plan by 750,000 shares. This Registration Statement has been
  prepared in accordance with the requirements of Form S-8 under the Securities
  Act to register 250,000 shares of Class A Common Stock and 750,000 shares of the
  Class B Common Stock of the Registrant issuable under the Plan (in addition to
  the 1,150,000 shares issuable under the Plan registered under prior registration
  statements on Form S-8 (File Nos. 33-61532, 33-80726 and 333-33485)). Because
  the amendment to the Plan approved by the Registrant's stockholders contemplates
  that either Class A Common Stock or Class B Common Stock may be issued, this
  Registration Statement covers an aggregate of 1,000,000 shares (250,000 shares
  more than the increase in shares approved with the amendment to the Plan) in
  order to provide the Company with flexibility in allocating grants under the
  Plan among Class A Common Stock-based grants and Class B Common Stock-based
  grants. The Registrant will not issue more than an aggregate of 750,000 of the
  shares registered hereby unless stockholder and corporate approvals authorizing
  the issuance of additional shares under the Plan, to the extent required under
  applicable laws and regulations, are first obtained.
  
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I of Form S-8 is included in documents
  sent or given to participants in the plan specified on the cover page of this
  Registration Statement, pursuant to Rule 428(b)(1) of the Securities Act.
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
       The Registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act") and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are filed with the
  Commission, are incorporated in this Registration Statement by reference:
  
       (1) The Registrant's annual report on Form 10-K for the fiscal year ended
  December 31, 1999, as amended, which contains audited financial statements for
  the Registrant's latest fiscal year for which such statements have been filed.
  
       (2) All reports filed pursuant to Sections 13(a) or 15(d) of the Exchange
  Act since the end of the fiscal year covered by the annual report referred to in
  (1) above.
  
       (3) The description of the Class A Common Stock contained in the
  registration statement on Form 8-A filed under the Exchange Act on April 22,
  1993 and amended on May 24, 1993 (File No. 0-5083), including any amendment or
  report filed for the purpose of updating such description.
  3
  
       (4) The description of the Class B Common Stock contained in the
  registration statement on Form 8-A filed under the Exchange Act on April 22,
  1993 and amended on May 24, 1993 (File No. 0-5083), including any amendment or
  report filed for the purpose of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all shares of Class A Common Stock
  and Class B Common Stock offered hereby have been sold or which deregisters all
  shares of Class A Common Stock and Class B Common Stock then remaining unsold,
  shall be deemed to be incorporated by reference herein and to be part hereof
  from the date of the filing of such documents.
  
       Item 4. DESCRIPTION OF SECURITIES
  
       Not applicable.
  
       Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       David E. Redlick, a partner of Hale and Dorr LLP, is Clerk of the
  Registrant.
  
       Item 6. INDEMNIFICATION
  
       Consistent with applicable provisions of Chapter 156B of the Massachusetts
  General Laws, the Registrant's Restated Articles of Organization, as amended
  (the "Articles of Organization"), provide that the Registrant's directors and
  officers may be indemnified by the Registrant from and against any claims,
  liabilities and expenses to which they may become subject by reason of being an
  officer or director, except with respect to any matter as to which such officer
  shall have been adjudicated by a court of competent jurisdiction not to have
  acted in good faith in the reasonable belief that his or her action was in the
  best interests of the Registrant.
  
       Generally, Article 6 of the Articles of Organization provides for the
  indemnification of directors and officers of the Registrant against liabilities
  and expenses arising out of legal proceedings brought against them by reason of
  their status or service as directors or officers or by reason of their agreeing
  to serve, at the request of the Registrant, as a director or officer of, or in a
  similar capacity with, another organization or in any capacity with respect to
  any employee benefit plan of the Registrant. Under Article 6, a director or
  officer of the Registrant will be indemnified by the Registrant for all
  expenses, judgments, fines and amounts paid in settlement of such proceedings,
  even if he or she is not successful on the merits, if he or she acted in good
  faith and in a manner he or she reasonably believed to be in the best interests
  of the Registrant.
  
       The Articles of Organization establish the presumption that the director or
  officer has met the applicable standard of conduct required for indemnification.
  The indemnification above will be made unless the Registrant determines, by
  clear and convincing evidence, that the applicable standard of conduct has not
  been met. Such a determination would be made by a majority of a quorum of the
  directors, independent legal counsel, the stockholders or a court of competent
  jurisdiction. The Board of Directors can authorize advancing litigation expenses
  to a director or officer at his request upon receipt of an undertaking by such
  director or officer to repay such
  4
  
  expenses if it is ultimately determined that he or she is not entitled to
  indemnification for such expenses.
  
       The Articles of Organization also provide that, in the event of a
  determination by the Registrant that a director or officer did not meet the
  standard of conduct required for indemnification, or if the Registrant fails to
  make an indemnification payment or an advance of expenses within 60 days after
  such payment is claimed by a director or officer, such director or officer can
  petition the court to make an independent determination of whether such director
  or officer is entitled to indemnification. The Articles of Organization
  explicitly provide for partial indemnification of costs and expenses in the
  event that a director or officer is not entitled to full indemnification.
  
       The Registrant has purchased and maintains insurance coverage under a
  policy insuring directors and officers of the Registrant against certain
  liabilities which they may incur as directors or officers of the Registrant,
  which may include coverage for liabilities arising under the Securities Act.
  
       Item 7. EXEMPTION FROM REGISTRATION CLAIMED
  
       Not applicable.
  
       Item 8. EXHIBITS
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
       Item 9. UNDERTAKINGS
  
       a. The 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;
  
            (ii) To reflect in the prospectus any facts or events arising after
            the effective date of this Registration Statement (or the 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 decrease in volume of securities offered (if the total
            dollar value of securities offered would not exceed that which was
            registered) and any deviation 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 percent change in the maximum aggregate offering price set forth in
            the "Calculation of Registration Fee" table herein; and
  5
  
            (iii) To include any material information with respect to the plan of
            distribution not previously disclosed in this Registration Statement
            or any material change to such information in this Registration
            Statement;
  
       provided, however, that paragraphs (i) and (ii) do not apply if this
       Registration Statement is on Form S-3 or Form S-8, and 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 Section 15(d) of the Exchange
       Act that are incorporated by reference in this 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 Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
  in this 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 in the initial bona fide offering
  thereof.
  
       c. Insofar as indemnification for liabilities arising under the Securities
  Act 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 whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  6
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Peabody, Massachusetts on the 14th day of July, 2000.
  
                                        SAUCONY, INC.
  
                                        By: /s/ Michael Umana
                                           ---------------------------------
                                           Michael Umana
                                           Vice President, Finance
                                           Chief Financial Officer
                                           (Duly authorized officer and principal
                                           financial officer)
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Saucony, Inc., hereby
  severally constitute John H. Fisher, Charles A. Gottesman and David E. Redlick,
  and each of them singly, our true and lawful attorneys with full power to them,
  and each of them singly, to sign for us and in our names in the capacities
  indicated below, the Registration Statement on Form S-8 filed herewith and any
  and all subsequent amendments to said Registration Statement, and generally to
  do all such things in our names and behalf in our capacities as officers and
  directors to enable Saucony, Inc. to comply with all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  7
  
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the dates indicated.
  SIGNATURES                                  CAPACITY                         DATE
          ----------                                  --------                         ----
  /s/ John H. Fisher                    President, Chief Executive Officer         July 14, 2000
  -----------------------------------   and Director (Principal Executive
  John H. Fisher                        Officer)
  
  /s/ Charles A. Gottesman              Executive Vice President, Chief            July 14, 2000
  -----------------------------------   Operating Officer and Director
  Charles A. Gottesman
  
  /S/ Michael Umana                     Vice President, Finance and Chief          July 14, 2000
  -----------------------------------   Financial Officer (Principal
  Michael Umana                         Financial Officer)
  
  /s/ Roger P. Deschenes                Vice President, Controller and Chief       July 14, 2000
  -----------------------------------   Accounting Officer (Principal
  Roger P. Deschenes                    Accounting Officer)
  
  /s/ John J. Neuhauser                 Director                                   July 14, 2000
  -----------------------------------
  John J. Neuhauser
  
  /s/ Robert J. Lefort, Jr.             Director                                   July 14, 2000
  -----------------------------------
  Robert J. LeFort, Jr.
  
  /s/ John M. Connors, Jr.              Director                                   July 14, 2000
  -----------------------------------
  John M. Connors, Jr.
  
  /s/ Phyllis H. Fisher                 Director                                   July 14, 2000
  -----------------------------------
  Phyllis H. Fisher
  8
  
                                    EXHIBIT INDEX
  
  EXHIBIT
  NUMBER                    DESCRIPTION
  -------                   -----------
  
  4.1         Restated Articles of Organization, as amended,
              of the Registrant (incorporated herein by
              reference to Exhibits 3.1 and 3.2 to the
              Registrant's current report on Form 8-K filed
              June 2, 1998)
  4.2         By-Laws, as amended, of the Registrant
              (incorporated herein by reference to Exhibit 3.3
              to the Registrant's registration statement on
              Form S-2, as amended (File No. 33-61040))
  4.3         Specimen Class A Common Stock certificate
  4.4         Specimen Class B Common Stock certificate
              (incorporated herein by reference to Exhibit 4.1
              to the Registrant's registration statement on
              Form S-2, as amended (File No. 33-61040))
  5.1         Opinion of Hale and Dorr LLP
  23.1        Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  23.2        Consent of PricewaterhouseCoopers LLP
  23.3        Consent of Grant Thornton
  24.1        Power of Attorney (included in the signature pages to this
              Registration Statement)