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As filed with the Securities and Exchange Commission on April 28, 1997
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUAKER FABRIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-1933106
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
941 Grinnell Street
Fall River, Massachusetts 02721
(508) 678-1951
(Address of principal executive offices) (Zip code)
Quaker Fabric Corporation
1996 Stock Option Plan
Non-Qualified Stock Option
(Full title of the plans)
Cynthia L. Gordan, Esq.
Vice President and General Counsel
Quaker Fabric Corporation
941 Grinnell Street
Fall River, Massachusetts 02721
(508) 678-1951
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
Copies to:
Arnold S. Jacobs, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036-8299
(212) 969-3000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price aggregate offering registration
per share(1) price fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 shares $ 8.25 $825,000 $250
par value $0.01 per share
- -----------------------------------------------------------------------------------------------------------
Common Stock, 5,000 shares $ 11.00 $ 55,000 $ 17
par value $0.01 per share
- -----------------------------------------------------------------------------------------------------------
Total Registration Fee $267
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed with the Securities and Exchange
Commission by Quaker Fabric Corporation, a Delaware corporation (the "Company"
or the "Registrant"), are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the fiscal
year ended January 4, 1997;
(2) the Company's Current Report on Form 8-K, dated as of
February 24, 1997; and
(3) the description of the Company's Common Stock, par value
$0.01 per share, incorporated by reference in the Company's
Registration Statement filed on Form 8-A pursuant to Section 12 of the
Securities and Exchange Act of 1934, as amended, from the prospectus
contained in the Company's Registration Statement filed on Form S-1,
Registration No. 33-69002, under the caption "Description of
Securities."
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,
prior to the filing of a post-effective amendment which indicates that all
securities offered 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 thereof from the date of filing such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is incorporated in Delaware. Section 145 of the Delaware
General Corporation Law grants each corporation organized thereunder the power
to indemnify its officers and directors against liability for certain of their
acts. Article NINTH of the Company's Certificate of Incorporation provides that
the Company shall indemnify any person who was or is a party to any action by
reason of the fact that he is or was or has agreed to become a director or
officer of the Company, or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against any liability incurred by him in connection with such
action, if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Company, and, with respect to
any criminal action or proceeding, has no reasonable cause to believe his
conduct was
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unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in, or not opposed to,
the best interest of the Company and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Article EIGHTH of the Company's Certificate of Incorporation provides, except to
the extent prohibited by the Delaware General Corporation Law, that no director
of the Company shall be liable to the Company for monetary damages for breach of
fiduciary duty as a director. In addition, the Company has entered into
indemnification agreements with certain of its directors indemnifying such
persons against judgments and other expenses incurred in connection with pending
or threatened litigation resulting from that director's position with the
Company. The Company also provides its directors and officers coverage under a
director's and officer's liability insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Certificate of Incorporation of the Company, dated May 18,
1987. Incorporated by reference from the Company's
Registration Statement on Form S-1, Registration No. 33-
69002, filed with the Securities and Exchange Commission on
September 17, 1993.
4.2 By-laws of the Company. Incorporated by reference from the
Company's Registration Statement on Form S-1, Registration No.
33-69002, filed with the Securities and Exchange Commission on
September 17, 1993.
4.3 Quaker Fabric Corporation 1996 Stock Option Plan. Incorporated
by reference from the Company's Registration Statement on Form
S-1, Registration No. 333-21957, filed with the Securities and
Exchange Commission on February 18, 1997.
4.3 Stock Option Agreement, dated as of July 28, 1995 between
Quaker Fabric Corporation and Eriberto R. Scocimara.
Incorporated by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended December 30, 1995.
5 Opinion of Proskauer Rose Goetz & Mendelsohn.LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Proskauer Rose Goetz & Mendelsohn LLP (included in
Exhibit 5).
24 Powers of Attorney.
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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 of 1933, 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 the time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Fall River, State of Massachusetts, on April 25,
1997.
Quaker Fabric Corporation
By: /s/ Larry A. Liebenow
---------------------------
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Larry A. Liebenow Director, President and April 25, 1997
- --------------------------- Chief Executive Officer
Larry A. Liebenow (Principal Executive Officer)
/s/ Paul J. Kelly* Vice President - Finance April 25, 1997
- --------------------------- (Principal Financial Officer
Paul J. Kelly and Principal Accounting Officer)
/s/ Sangwoo Ahn* Director April 25, 1997
- ---------------------------
Sangwoo Ahn
/s/ Perry J. Lewis* Director April 25, 1997
- ---------------------------
Perry J. Lewis
/s/ Eriberto R. Scocimara* Director April 25, 1997
- ---------------------------
Eriberto R. Scocimara
/s/ Ira Starr* Director April 25, 1997
- ---------------------------
Ira Starr
* By Larry A. Liebenow
Attorney-in-Fact
/s/ Larry A. Liebenow
- ---------------------------
Larry A. Liebenow
</TABLE>
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Exhibit Index
4.1 Certificate of Incorporation of the Company, dated May 18,
1987. Incorporated by reference from the Company's
Registration Statement on Form S-1, Registration No. 33-
69002, filed with the Securities and Exchange Commission on
September 17, 1993.
4.2 By-laws of the Company. Incorporated by reference from the
Company's Registration Statement on Form S-1, Registration No.
33-69002, filed with the Securities and Exchange Commission on
September 17, 1993.
4.3 Quaker Fabric Corporation 1996 Stock Option Plan. Incorporated
by reference from the Company's Registration Statement on Form
S-1, Registration No. 333-21957, filed with the Securities and
Exchange Commission on February 18, 1997.
4.3 Stock Option Agreement, dated as of July 28, 1995 between
Quaker Fabric Corporation and Eriberto R. Scocimara.
Incorporated by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended December 30, 1995.
5 Opinion of Proskauer Rose Goetz & Mendelsohn.LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Proskauer Rose Goetz & Mendelsohn LLP (included in
Exhibit 5).
24 Powers of Attorney.
<PAGE> 1
EXHIBIT 5
April 25, 1997
Quaker Fabric Corporation
941 Grinnell Street
Fall River, Massachusetts 02721
Dear Sirs:
We are acting as counsel to Quaker Fabric Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
relating to the registration of 105,000 shares (the "Shares") of common stock,
par value $0.01 per share, of the Company. The Shares are to be issued by the
Company upon exercise of certain non-qualified stock options (the "Options")
granted and to be granted to (i) certain employees of the Company pursuant to
the Company's 1996 Stock Option Plan (the "Plan") and (ii) a director of the
Company pursuant to a Stock Option Agreement (the "Director Option Agreement").
As such counsel, we have participated in the preparation of the
Registration Statement, and have reviewed the corporate proceedings in
connection with the adoption of the Plan and the Director Option Agreement and
have also examined and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of all such corporate records, documents,
agreements, and instruments relating to the Company, and certificates of public
officials and of representatives of the Company, and have made such
investigations of law, and have discussed with representatives of the Company
and such other persons such questions of fact, as we have deemed proper and
necessary as a basis for the rendering of this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that
the Shares are duly authorized and, upon exercise of the Options in accordance
with the terms of the Plan and Director Option Agreement against payment of the
exercise price therefor, and upon compliance with applicable securities laws,
will be, assuming no change in the applicable law or pertinent facts, validly
issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ PROSKAUER ROSE GOETZ & MENDELSOHN LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
reports dated February 11, 1997 included (or incorporated by reference) in
Quaker Fabric Corporation's Form 10-K for the year ended January 4, 1997.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 22, 1997
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Larry A. Liebenow, Cynthia L. Gordan, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, without the other, for him and in his
name, place, and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Quaker Fabric Corporation, and any or all amendments
(including post-effective amendments) thereto, relating to the registration,
under the Securities Act of 1933, as amended, of shares of Common Stock of the
Company to be issued pursuant to the Company's 1996 Stock Option Plan and the
Non-Qualified Stock Option 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 full 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 any of them, their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
April 25, 1997
/s/ Larry A. Liebenow
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Larry A. Liebenow
/s/ Paul J. Kelly
-------------------------
Paul J. Kelly
/s/ Sangwoo Ahn
-------------------------
Sangwoo Ahn
/s/ Perry J. Lewis
-------------------------
Perry J. Lewis
/s/ Eriberto R. Scocimara
-------------------------
Eriberto R. Scocimara
/s/ Ira Starr
-------------------------
Ira Starr
