content: <PAGE>   1
        As filed with the Securities and Exchange Commission on July 26, 2001
  
                                                        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)
  
                          2001 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                                CHARLES A. GOTTESMAN
          EXECUTIVE VICE PRESIDENT, BUSINESS DEVELOPMENT AND VICE CHAIRMAN
                                 13 CENTENNIAL DRIVE
                                  PEABODY, MA 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>
  
  ====================================================================================================================
     Title of                                         Proposed Maximum       Proposed Maximum
   Securities to          Amount to be               Offering Price Per     Aggregate Offering         Amount of
  be  Registered          Registered(1)                    Share                  Price            Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  <S>                      <C>                        <C>                <C>                        <C>
  Class B Common
  Stock, $.33-1/3 par
  value per share        250,000 shares                   $6.21 (2)          $1,552,500.00 (2)            $389
  ====================================================================================================================
  </TABLE>
  
  (1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
           this 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
           pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
           amended, and based upon the average of the high and low sale prices of
           the Registrant's Class B Common Stock as reported on the Nasdaq
           National Market on July 23, 2001.
  
  
  
  
  <PAGE>   2
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           ITEM 1. PLAN INFORMATION.
  
           The information required by Item 1 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
           ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the plans covered by 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 on file with
  the Commission, are incorporated in this registration statement by reference:
  
               (a) The Registrant's latest annual report filed pursuant to Section
           13(a) or 15(d) of the Exchange Act or the latest prospectus filed
           pursuant to Rule 424(b) under the Securities Act that contains audited
           financial statements for the Registrant's latest fiscal year for which
           such statements have been filed.
  
               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
           the Exchange Act since the end of the fiscal year covered by the
           document referred to in (a) above.
  
               (c) The description of the securities contained in the Registrant's
           registration statement on Form 8-A filed under the Exchange Act,
           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 securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
                                       - 1 -
  <PAGE>   3
  
           ITEM 4. DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
           ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement. David E. Redlick, a partner of Hale and
  Dorr LLP, serves as Clerk to the Registrant.
  
           ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           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 a director or officer, except with respect to any matter as to which such
  director or 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 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.
  
  
                                       - 2 -
  <PAGE>   4
  
           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.
  
           1. Item 512(a) of Regulation S-K. 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;
  
                       (ii) To reflect in the prospectus any facts or events
           arising after the effective date of the 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; and
  
                       (iii) To include any material information with respect to
           the plan of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;
  
           provided, however, that paragraphs (i) and (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
           Section 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.
  
           2. Item 512(b) of Regulation S-K. The undersigned 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 that is incorporated by reference in the
  registration statement shall be deemed to be a new registration
  
                                       - 3 -
  <PAGE>   5
  
  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. Item 512(h) of Regulation S-K. 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 Securities 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.
  
                                       - 4 -
  
  <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 Peabody, Massachusetts, on this 26th day of July, 2001.
  
                                          SAUCONY, INC.
  
                                          By: /s/ Michael Umana
                                              ------------------------------------
                                              Michael Umana
                                              Chief Operating Officer, Senior
                                              Vice President, Finance
                                              and Chief Financial Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of Saucony, Inc., hereby
  severally constitute and appoint 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 on our behalf in our
  capacities as officers and directors to enable Saucony, Inc. to comply with the
  provisions of the Securities Act and all requirements of the Securities and
  Exchange Commission, hereby ratifying and confirming our signatures as they may
  be signed by our said attorneys, or any of them, to said registration statement
  and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
  <TABLE>
  <CAPTION>
  
               SIGNATURE                              TITLE                                DATE
               ---------                              -----                                ----
  <S>                                   <C>                                           <C>
  /s/ John H. Fisher                    President, Chief Executive                    July 26, 2001
  ---------------------------------     Officer and Director (Principal
  John H. Fisher                        Executive Officer)
  
  
  /s/ Charles A. Gottesman              Executive Vice President,                     July 26, 2001
  ---------------------------------     Business Development, Vice
  Charles A. Gottesman                  Chairman and Director
  
  
  /s/ Michael Umana                     Chief Operating Officer, Senior               July 26, 2001
  ---------------------------------     Vice President and Chief
  Michael Umana                         Financial Officer (Principal
                                        Financial Officer)
  </TABLE>
  
                                       - 5 -
  
  <PAGE>   7
  
  
  <TABLE>
  <CAPTION>
  
  
  <S>                                    <C>                                          <C>
  
  /s/ Roger P. Deschenes                Vice President, Controller and                July 26, 2001
  ---------------------------------     Chief Accounting Officer
  Roger P. Deschenes                    (Principal Accounting Officer)
  
  
  /s/ John M. Connors, Jr.              Director                                      July 26, 2001
  ---------------------------------
  John M. Connors, Jr.
  
  
  
  /s/ Phyllis H. Fisher                 Director                                      July 26, 2001
  ---------------------------------
  Phyllis H. Fisher
  
  
  
  /s/ Jonathan O. Lee                   Director                                      July 26, 2001
  ---------------------------------
  Jonathan O. Lee
  
  
  
  /s/ Robert J. Lefort, Jr.             Director                                      July 26, 2001
  ---------------------------------
  Robert J. LeFort, Jr.
  
  
  
  /s/ John J. Neuhauser                 Director                                      July 26, 2001
  ---------------------------------
  John J. Neuhauser
  </TABLE>
                                       - 6 -
  
  <PAGE>   8
  
  
  
  
                                  INDEX TO EXHIBITS
  
  Number      Description
  ------      -----------
  
   4.1(1)     Restated Articles of Organization, as amended, of the Registrant
  
   4.2(2)     By-Laws, as amended, of the Registrant
  
   5.1        Opinion of Hale and Dorr LLP
  
  23.1(3)     Consent of Hale and Dorr LLP
  
  23.2        Consent of PricewaterhouseCoopers LLP
  
  24.1(4)     Power of Attorney
  
  99.1        2001 Employee Stock Purchase Plan
  
  ------------
  
  (1)   Previously filed with the Securities and Exchange Commission as an
        Exhibit to the Registrant's current report on Form 8-K filed June 2,
        1998 and incorporated herein by reference.
  
  (2)   Previously filed with the Securities and Exchange Commission as an
        Exhibit to the Registrant's registration statement on Form S-2, as
        amended (File No. 33-61040) and incorporated herein by reference.
  
  (3)   Included in Exhibit 5.1 to this registration statement.
  
  (4)   Included in the signature pages of this registration statement.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b40144sis-8.txt", "description": "SAUCONY, INC.", "secsgml_size_bytes": 19502}]
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": "333-65974", "film-number": "1690148"}, "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 26, 2001
  
                                                        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)
  
                          2001 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                                CHARLES A. GOTTESMAN
          EXECUTIVE VICE PRESIDENT, BUSINESS DEVELOPMENT AND VICE CHAIRMAN
                                 13 CENTENNIAL DRIVE
                                  PEABODY, MA 01960
                       (Name and Address of Agent For Service)
  
                                   (978) 532-9000
            (Telephone Number, Including Area Code, of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
     Title of                                         Proposed Maximum       Proposed Maximum
   Securities to          Amount to be               Offering Price Per     Aggregate Offering         Amount of
  be  Registered          Registered(1)                    Share                  Price            Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  Class B Common
  Stock, $.33-1/3 par
  value per share        250,000 shares                   $6.21 (2)          $1,552,500.00 (2)            $389
  ====================================================================================================================
  (1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
           this 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
           pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
           amended, and based upon the average of the high and low sale prices of
           the Registrant's Class B Common Stock as reported on the Nasdaq
           National Market on July 23, 2001.
  2
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           ITEM 1. PLAN INFORMATION.
  
           The information required by Item 1 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
           ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the plans covered by 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 on file with
  the Commission, are incorporated in this registration statement by reference:
  
               (a) The Registrant's latest annual report filed pursuant to Section
           13(a) or 15(d) of the Exchange Act or the latest prospectus filed
           pursuant to Rule 424(b) under the Securities Act that contains audited
           financial statements for the Registrant's latest fiscal year for which
           such statements have been filed.
  
               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
           the Exchange Act since the end of the fiscal year covered by the
           document referred to in (a) above.
  
               (c) The description of the securities contained in the Registrant's
           registration statement on Form 8-A filed under the Exchange Act,
           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 securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
                                       - 1 -
  3
  
           ITEM 4. DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
           ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement. David E. Redlick, a partner of Hale and
  Dorr LLP, serves as Clerk to the Registrant.
  
           ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           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 a director or officer, except with respect to any matter as to which such
  director or 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 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.
  
                                       - 2 -
  4
  
           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.
  
           1. Item 512(a) of Regulation S-K. 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;
  
                       (ii) To reflect in the prospectus any facts or events
           arising after the effective date of the 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; and
  
                       (iii) To include any material information with respect to
           the plan of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;
  
           provided, however, that paragraphs (i) and (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
           Section 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.
  
           2. Item 512(b) of Regulation S-K. The undersigned 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 that is incorporated by reference in the
  registration statement shall be deemed to be a new registration
  
                                       - 3 -
  5
  
  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. Item 512(h) of Regulation S-K. 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 Securities 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.
  
                                       - 4 -
  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 Peabody, Massachusetts, on this 26th day of July, 2001.
  
                                          SAUCONY, INC.
  
                                          By: /s/ Michael Umana
                                              ------------------------------------
                                              Michael Umana
                                              Chief Operating Officer, Senior
                                              Vice President, Finance
                                              and Chief Financial Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of Saucony, Inc., hereby
  severally constitute and appoint 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 on our behalf in our
  capacities as officers and directors to enable Saucony, Inc. to comply with the
  provisions of the Securities Act and all requirements of the Securities and
  Exchange Commission, hereby ratifying and confirming our signatures as they may
  be signed by our said attorneys, or any of them, to said registration statement
  and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the capacities and on the
  dates indicated.
  SIGNATURE                              TITLE                                DATE
               ---------                              -----                                ----
  /s/ John H. Fisher                    President, Chief Executive                    July 26, 2001
  ---------------------------------     Officer and Director (Principal
  John H. Fisher                        Executive Officer)
  
  /s/ Charles A. Gottesman              Executive Vice President,                     July 26, 2001
  ---------------------------------     Business Development, Vice
  Charles A. Gottesman                  Chairman and Director
  
  /s/ Michael Umana                     Chief Operating Officer, Senior               July 26, 2001
  ---------------------------------     Vice President and Chief
  Michael Umana                         Financial Officer (Principal
                                        Financial Officer)
  - 5 -
  7
  /s/ Roger P. Deschenes                Vice President, Controller and                July 26, 2001
  ---------------------------------     Chief Accounting Officer
  Roger P. Deschenes                    (Principal Accounting Officer)
  
  /s/ John M. Connors, Jr.              Director                                      July 26, 2001
  ---------------------------------
  John M. Connors, Jr.
  
  /s/ Phyllis H. Fisher                 Director                                      July 26, 2001
  ---------------------------------
  Phyllis H. Fisher
  
  /s/ Jonathan O. Lee                   Director                                      July 26, 2001
  ---------------------------------
  Jonathan O. Lee
  
  /s/ Robert J. Lefort, Jr.             Director                                      July 26, 2001
  ---------------------------------
  Robert J. LeFort, Jr.
  
  /s/ John J. Neuhauser                 Director                                      July 26, 2001
  ---------------------------------
  John J. Neuhauser
  - 6 -
  8
  
                                  INDEX TO EXHIBITS
  
  Number      Description
  ------      -----------
  
   4.1(1)     Restated Articles of Organization, as amended, of the Registrant
  
   4.2(2)     By-Laws, as amended, of the Registrant
  
   5.1        Opinion of Hale and Dorr LLP
  
  23.1(3)     Consent of Hale and Dorr LLP
  
  23.2        Consent of PricewaterhouseCoopers LLP
  
  24.1(4)     Power of Attorney
  
  99.1        2001 Employee Stock Purchase Plan
  
  ------------
  
  (1)   Previously filed with the Securities and Exchange Commission as an
        Exhibit to the Registrant's current report on Form 8-K filed June 2,
        1998 and incorporated herein by reference.
  
  (2)   Previously filed with the Securities and Exchange Commission as an
        Exhibit to the Registrant's registration statement on Form S-2, as
        amended (File No. 33-61040) and incorporated herein by reference.
  
  (3)   Included in Exhibit 5.1 to this registration statement.
  
  (4)   Included in the signature pages of this registration statement.