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As filed with the Securities and Exchange Commission on June 12, 1997
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RIDGEVIEW, INC.
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA 56-0377410
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2101 NORTH MAIN AVENUE
NEWTON, NORTH CAROLINA 28658
(Address of principal executive offices) (Zip Code)
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RIDGEVIEW, INC.
1995 OMNIBUS STOCK PLAN, AS AMENDED
RIDGEVIEW, INC.
1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
RIDGEVIEW, INC.
EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full title of the Plan)
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HUGH R. GAITHER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RIDGEVIEW, INC.
2101 NORTH MAIN AVENUE
NEWTON, NORTH CAROLINA 28658
(Name and address of agent for service)
(704) 464-2972
(Telephone number, including area code, of agent for service)
Copy to:
DUMONT CLARKE, IV
MOORE & VAN ALLEN, PLLC
NATIONSBANK CORPORATE CENTER
100 NORTH TRYON STREET, FLOOR 47
CHARLOTTE, NORTH CAROLINA 28202-4003
(704) 331-1000
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities to be Amount to be Proposed Maximum Offering Aggregate Offering Amount of
Registered Registered Price Per Share(1) Price Registration Fee
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<S> <C> <C>
Common Stock 320,000 shares $7.00 $2,240,000 $679
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(1) Estimated in accordance with Rule 457(h) under the Securities Act, solely
for the purpose of calculating the registration fee, based upon the
average of the bid and the ask price reported by Nasdaq on June 11, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by Ridgeview, Inc. (the
"Company" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K, as amended, (File Number
0-21469) for the fiscal year ended December 31, 1996.
(b) The description of the Company's Common Stock (the "Common Stock")
contained in the Company's Registration Statement on Form 8-A filed October 3,
1996.
In addition, all documents subsequently 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"), prior to the filing of a post-effective amendment
hereto which indicates that all the securities offered hereby have been sold or
which deregisters all the securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 55-2-02 of the North Carolina Business Corporation Act (the
"Business Corporation Act") enables a corporation in its articles of
incorporation to eliminate or limit, with certain exceptions, the personal
liability of a director for monetary damages for breach of duty as a director.
No such provision is effective to eliminate or limit a director's liability for
(i) acts or omissions that the director at the time of the breach knew or
believed to be clearly in conflict with the best interests of the corporation,
(ii) improper distributions described in Section 55-8-33 of the Business
Corporation Act, (iii) any transaction from which the director derived an
improper personal benefit, or (iv) acts or omissions occurring prior to the date
the exculpatory provision became effective. The Company's Articles of
Incorporation limit the personal liability of its directors to the fullest
extent permitted by the Business Corporation Act.
Sections 55-8-50 through 55-8-58 of the Business Corporation Act
permit a corporation to indemnify its directors and officers under either or
both a statutory or nonstatutory scheme of indemnification. Under the statutory
scheme, a corporation may, with certain exceptions, indemnify a director or
officer of the corporation who was, is, or is threatened to be made, a party to
any threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative, or investigative, because of the fact that such
person was a director or officer of the corporation, or is or was serving at the
request of such corporation as a director, officer, agent or employee of another
corporation or enterprise. This indemnity may include the obligation to pay any
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan) and reasonable expenses, including
attorneys' fees, incurred in connection with a proceeding; provided that no such
indemnification may be granted unless such director or officer (i) conducted
himself or herself in good faith, (ii) reasonably believed that (A) any action
taken in his or her official capacity with the corporation was in the best
interests of the corporation and (B) in all other cases, his or her conduct was
at least not opposed to the corporation's best interests, and (iii) in the case
of any criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful. In accordance with Section 55-8-55 of the Business
Corporation Act, the determination of whether a director has met the requisite
standard of conduct for the type of indemnification set forth above is made by
the board of directors, a committee of directors, special legal counsel or the
shareholders. A corporation may not indemnify a director under the statutory
scheme in connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation or in connection with
a proceeding in which a director was adjudged liable on the basis of having
received an improper personal benefit.
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In addition to, and notwithstanding the conditions of and limitations
on indemnification described above under the statutory scheme, Section 55-8-57
of the Business Corporation Act permits a corporation in its articles of
incorporation or bylaws or by contract or resolution to indemnify or agree to
indemnify any of its directors or officers against liability and expenses,
including attorneys' fees, in any proceeding (including proceedings brought by
or on behalf of the corporation) arising out of their status as such or their
activities in such capacities, except for any liabilities or expenses incurred
on account of activities that were, at the time taken, known or believed by the
person to be clearly in conflict with the best interests of the corporation.
Pursuant to this nonstatutory scheme, the Company's Bylaws provide for
indemnification to the fullest extent permitted by law of any person who at any
time serves or has served as an officer, employee or a director of the Company,
or who, while serving as an officer, employee or a director of the Company,
serves or has served at the request of the Company as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or as a trustee or administrator under an
employee benefit plan; provided such persons have not engaged in activities
known or believed by the person who undertook them to be clearly in conflict
with the Company's best interests when they occurred.
Sections 55-8-52 and 55-8-56 of the Business Corporation Act require a
corporation, unless its articles of incorporation provide otherwise, to
indemnify a director or officer who has been wholly successful on the merits or
otherwise in the defense of any proceeding to which such director or officer
was, or was threatened to be made, a party. Unless prohibited by the articles of
incorporation, a director or officer also may make application and obtain
court-ordered indemnification if the court determines that such director or
officer is fairly and reasonably entitled to such indemnification in view of all
the relevant circumstances as provided in Sections 55-8-54 and 55-8-56 of the
Business Corporation Act.
In addition, Section 55-8-57 of the Business Corporation Act
authorizes a corporation to purchase and maintain insurance on behalf of an
individual who is or was a director or officer of the corporation against
certain liabilities incurred by such persons, whether or not the corporation is
otherwise authorized by the Business Corporation Act to indemnify such party.
The Registrant maintains a directors and officers insurance policy
which, subject to certain exceptions, insures the officers and directors of the
Registrant from any claim arising out of an alleged wrongful act by such persons
in their respective capacities as officers and directors of the Registrant.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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5.1 Opinion of Moore & Van Allen, PLLC.
23.1 Consent of BDO Seidman, LLP.
23.5 Consent of Moore & Van Allen, PLLC
(included in the opinion filed as Exhibit No. 5.1.)
24.1 Power of Attorney (included on the signature page.)
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(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.
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(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 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 foregoing provisions, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newton, State of North Carolina, on June 5, 1997.
RIDGEVIEW, INC.
By: /s/ Walter L. Bost, Jr.
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Walter L. Bost, Jr.
Executive Vice President and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Hugh
R. Gaither and Walter L. Bost, Jr., or either of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might, or could, do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registrant Statement has been signed by the following persons in the capacities
and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Albert C. Gaither Chairman and Director June 4, 1997
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Albert C. Gaither
/s/ Hugh R. Gaither President, Chief Executive Officer June 5, 1997
- ----------------------------------- and Director (Principal Executive
Hugh R. Gaither Officer)
/s/ William D. Durrant Executive Vice President - Sales June 5, 1997
- ----------------------------------- and Marketing and Director
William D. Durrant
/s/ Walter L. Bost, Jr. Executive Vice President, Chief June 5, 1997
- ----------------------------------- Financial Officer and Director
Walter L. Bost, Jr. (Principal Financial Officer)
/s/ Susan Gaither Jones Vice President and Director June 5, 1997
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Susan Gaither Jones
/s/ P. Douglas Yoder Corporate Controller and Chief June 3, 1997
- ----------------------------------- Accounting Officer (Principal
P. Douglas Yoder Accounting Officer)
/s/ Claude S. Abernethy, Jr. Director June 3, 1997
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Claude S. Abernethy, Jr.
/s/ Charles M. Snipes Director June 3, 1997
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Charles M. Snipes
/s/ Joseph D. Hicks Director June 4, 1997
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Joseph D. Hicks
/s/ George Watts Carr, III Director June 3, 1997
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George Watts Carr, III
/s/ J. Michael Gaither Director June 3, 1997
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J. Michael Gaither
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EXHIBIT INDEX
Exhibit No. DESCRIPTION OF DOCUMENT
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5.1 Opinion of Moore & Van Allen, PLLC.
23.1 Consent of BDO Seidman, LLP.
23.5 Consent of Moore & Van Allen, PLLC
(included in the opinion filed as Exhibit No. 5.1.)
24.1 Power of Attorney (included on the signature page.)
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EXHIBIT 5.1
MOORE & VAN ALLEN
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
Telephone 704 331 1000
Facsimile 704 331 1159
NATIONSBANK CORPORATE CENTER
100 NORTH TRYON STREET FLOOR 47
CHARLOTTE, NORTH CAROLINA 28202-1003
June 12, 1997
Ridgeview, Inc.
2101 North Main Avenue
Newton, NC 28658
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Ridgeview, Inc., a North Carolina
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, on Form S-8 (the "Registration Statement")
of an aggregate of 320,000 shares (the "Shares") of the Company's common stock,
par value $0.01 per share, which are reserved for issuance under the Company's
1995 Omnibus Stock Plan, as amended, 1996 Stock Option Plan for Outside
Directors and Employee Stock Purchase Plan, as amended (collectively, the
"Plans").
As counsel for the Company, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken in connection with the
issuance and sale of the Shares under the Plans. Further, in connection with
the Registration Statement, we have examined the originals or photocopies or
certified copies of such records of the Company, certificates of officers of
the Company and public officials and other documents as we have deemed relevant
and appropriate as the basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all original documents submitted to us, the conformity to the originals of
all documents submitted to us as certified copies or photocopies and the
authenticity of the originals of such documents.
Based upon such examination, and relying upon statements of fact contained
in the documents which we have examined, we are of the opinion that the Shares
have been duly and validly authorized and, when issued and sold as contemplated
by the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
MOORE & VAN ALLEN, PLLC
/s/ Moore & Van Allen, PLLC
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EXHIBIT 23.1
[BDO SEIDMAN, LLP LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Ridgeview, Inc.
Newton, North Carolina
We hereby consent to the incorporation by reference in this Registration
Statement of our reports dated February 24, 1997, except for Note 6 which is as
of March 13, 1997, relating to the consolidated financial statements and
schedules of Ridgeview, Inc. appearing in the Company's Annual Report on Form
10-K for the year ended December 31, 1996.
Greensboro, North Carolina /s/ BDO Seidman, LLP
June 9, 1997 BDO Seidman, LLP
