As filed with the Securities and Exchange Commission on May 29,
1996.
Registration Statement No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
TULTEX CORPORATION
(Exact name of Registrant as specified in its Charter)
Virginia 54-0367896
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 Commonwealth Boulevard
Martinsville, Virginia 24115
(Address of principal executive office, including zip code)
TULTEX CORPORATION
1996 STOCK INCENTIVE PLAN
(Full title of the Plan)
O. Randolph Rollins
Executive Vice President and General Counsel
Tultex Corporation
101 Commonwealth Boulevard
Martinsville, Virginia 24115
(540) 632-2961
(Name, address, including zip code, and telephone number
including area code, of agent for service)
With copies to:
Lathan M. Ewers, Jr.
Mark S. Dray
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
804-788-8200
____________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered share price fee
<S> <C> <C> <C> <C>
Common Stock
$1.00 par value 750,000 shares $5.1875(*) $3,888,375 $1,341
(*) Estimated solely for the purpose of computing the
registration fee. This amount was calculated pursuant to Rule
457(c) on the basis of $5.1875 per share, which was the average
of the high and low prices of the Common Stock on the New York
Stock Exchange on May 24, 1996, as reported in The Wall Street
Journal.
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and
Exchange Commission.
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Registrant with the
Commission (Commission File No. 1-8016) are incorporated herein
by reference and made a part hereof: (i) the Company's Annual
Report on Form 10-K for the fiscal year ended December 30, 1995;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1996; and (iii) the Company's Registration
Statement on Form 10, containing a description of the Company's
Common Stock.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), after the date of the Prospectus
and prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Prospectus and to be a
part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated
by reference herein modifies or supersedes such earlier
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the Virginia Stock Corporation Act,
Registrant's Articles of Incorporation of the Company (the
"Articles") eliminate all liability of the Company's directors
and officers for monetary damages to Registrant or its
shareholders except in the event of willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law. The Articles also require indemnification of any
person against liability incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to Registrant as a director or officer or (ii) his
service as director, officer, trustee or partner to some
other enterprise at the request of Registrant, except in the
event of willful misconduct or a knowing violation of the
criminal law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Restated Articles of Incorporation (filed as Exhibit 3.1 to
the company's Form 10-K for the year ended December 29, 1990
and incorporated herein by reference)
4.2 Articles of Amendment to the Restated Articles of
Incorporation (filed as Exhibit 3.2 to the company's
8-K dated January 31, 1992 and incorporated herein by
reference)
4.3 By-laws of Tultex Corporation (filed as Exhibit 3.3 to the
company's Amendment No. 1 to Form S-1 dated March 17, 1995
and incorporated herein by reference)
4.4 Indenture among Tultex Corporation, the Guarantors and First
Union National Bank of Virginia, as Trustee, relating to the
Senior Notes dated March 23, 1995 (filed as Exhibit 4.1 to
the company's Amendment No. 1 to Form S-1 dated March 17,
1995 and incorporated herein by reference)
4.5 Senior Note (included in Exhibit 4.1 as filed with the
company's Amendment No. 1 to Form S-1 dated March 17, 1995
and incorporated herein by reference)
4.6 Subsidiary Guarantee (included in Exhibit 4.1 as filed with
the company's Amendment No. 1 to Form S-1 dated March 17,
1995 and incorporated herein by reference)
5 Opinion of Hunton & Williams as to the legality of the
securities being registered (filed herewith).
23.1 Consent of Coopers & Lybrand.
24.2 Consent of Hunton & Williams (included in the opinion filed
as Exhibit 5).
25 Power of Attorney
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are 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, as amended (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;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change in 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 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.
(b) 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 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 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 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the 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.
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes
either Suzanne H. Wood or Lathan M. Ewers, Jr. to sign in the
name of each such person, and to file, any amendment, including
any post-effective amendment, to the registration statement and
appoints each such person as attorney-in-fact, to sign on his
behalf individually and in each capacity stated below and to file
all amendments and post-effective amendments to the registration
statement.
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 Martinsville,
Commonwealth of Virginia, on this 16th day of May, 1996.
TULTEX CORPORATION
By /s/ Charles W. Davies, Jr.
Charles W. Davies, Jr.
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities indicated on this 16th day of May, 1996.
Signature Title
By /s/ John M. Franck Chairman of the Board and
John M. Franck Director
By /s/ Charles W. Davies, Jr. President, Chief Executive
Charles W. Davies, Jr. Officer and Director
By /s/ Suzanne H. Wood Vice President and Chief
Suzanne H. Wood Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
By /s/ Lathan M. Ewers, Jr. Director
Lathan M. Ewers, Jr.
By /s/ Irving M. Groves, Jr. Director
Irving M. Groves, Jr.
By Director
H. Richard Hunnicutt, Jr.
By Director
J. Kenneth Iverson
By Director
Bruce M. Jacobson
By /s/ Richard M. Simmons, Jr. Director
Richard M. Simmons, Jr.
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Number Page
4.1 Restated Articles of Incorporation
(filed as Exhibit 3.1 to the
company's Form 10-K for the year
ended December 29, 1990 and
incorporated herein by reference).
4.2 Articles of Amendment to the
Restated Articles of Incorporation
(filed as Exhibit 3.2 to the
company's 8-K dated January 31, 1992
and incorporated herein by
reference).
4.3 By-laws of Tultex Corporation (filed
as Exhibit 3.3 to the company's
Amendment No. 1 to Form S-1 dated
March 17, 1995 and incorporated
herein by reference).
4.4 Indenture among Tultex Corporation,
the Guarantors and First Union
National Bank of Virginia, as Trustee,
relating to the Senior Notes dated
March 23, 1995 (filed as Exhibit 4.1
to the company's Amendment No. 1 to
Form S-1 dated March 17, 1995 and
incorporated herein by reference).
4.5 Senior Note (included in Exhibit 4.1
as filed with the company's Amendment
No. 1 to Form S-1 dated March 17,
1995 and incorporated herein by
reference).
4.6 Subsidiary Guarantee (included in
Exhibit 4.1 as filed with the
company's Amendment No. 1 to Form S-1
dated March 17, 1995 and incorporated
herein by reference).
5 Opinion of Hunton & Williams as to the
legality of the securities being
registered.
23.1 Consent of Coopers & Lybrand.
24.2 Consent of Hunton & Williams (included
in the opinion filed as Exhibit 5 to
the Registration Statement).
25 Power of Attorney.
EXHIBIT 5
HUNTON & WILLIAMS
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Telephone (804) 788-8200
Facsimile (804) 788-8218
File No.: 26193.000066
Direct Dial: (804) 788-8269
May 24, 1996
Board of Directors
Tultex Corporation
101 Commonwealth Boulevard
Martinsville, VA 24112
Registration Statement on Form S-8
Tultex Corporation 1996 Stock Incentive Plan
Ladies and Gentlemen:
We are counsel for Tultex Corporation (the "Company") in
connection with the registration under the Securities Act of 1933
of 750,000 shares of its common stock (the "Common Stock") to be
issued as described in the Company's Registration Statement on
Form S-8 filed with the Securities and Exchange Commission and
relating to the Company's 1996 Stock Incentive Plan. In
connection with the filing of the Registration Statement you have
requested our opinion concerning certain corporate matters.
We are of the opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the Commonwealth
of Virginia.
2. The Common Stock has been duly authorized and, when the
shares have been issued as described in the Registration
Statement, will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement and to the references
to us in the Prospectus included therein. In giving this
consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the Securities
Act of 1933 or the rules and regulations promulgated thereunder
by the Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 6, 1996, which appears on page 20 of the 1995 Annual
Report to Stockholders of Tultex Corporation, which is
incorporated by reference in Tultex Corporation's Annual Report
on Form 10-K for the year ended December 30, 1995. We also
consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page F-1 of such
Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
Winston-Salem, North Carolina
May 17, 1996
