<PAGE> 1
As filed with the Securities and Exchange Commission on September 23, 1997
Registration No. 333-35983
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 1
TO
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
1997 Stock Option Plan
(Full title of plan)
Cynthia L. Gordan
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 LLP
1585 Broadway
New York, New York 10036-8299
(212) 969-3000
---------------------------------
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, 500,000 shares $22.94 $11,470,000 $3,476
par value $0.01 per share
- --------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h).
</TABLE>
<PAGE> 2
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 Quarterly Report on Form 10-Q for the quarter ended April
5, 1997;
3. the Company's Quarterly Report on Form 10-Q for the quarter ended July
5, 1997;
4. the Company's Current Report on Form 8-K, dated as of March 25, 1997;
and
5. 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 unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement,
2
<PAGE> 3
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 1997 Stock Option Plan. Incorporated
by reference from Amendment No. 2 to the Company's
Registration Statement on Form S-1, Registration No.
333-21957, filed with the Securities and Exchange Commission
on March 11, 1997.
5 Opinion of Proskauer Rose LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Proskauer Rose LLP (included in Exhibit 5).
3
<PAGE> 4
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.
4
<PAGE> 5
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 September
18, 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 September 18, 1997
- --------------------- Chief Executive Officer
Larry A. Liebenow (Principal Executive Officer)
/s/ Paul J. Kelly* Vice President - Finance September 18, 1997
- ------------------ (Principal Financial Officer,
Paul J. Kelly and Principal Accounting Officer)
/s/ Sangwoo Ahn* Director September 18, 1997
- ----------------
Sangwoo Ahn
/s/ Jerry I. Porras* Director September 18, 1997
- --------------------
Jerry I. Porras
/s/ Eriberto R. Scocimara* Director September 18, 1997
- -------------------------
Eriberto R. Scocimara
* By Larry A. Liebenow
Attorney-in-Fact
/s/ Larry A. Liebenow
- ---------------------
Larry A. Liebenow
</TABLE>
5
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Document
<S> <C>
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 1997 Stock Option Plan. Incorporated
by reference from Amendment No. 2 to the Company's
Registration Statement on Form S-1, Registration No.
333-21957, filed with the Securities and Exchange Commission
on March 11, 1997.
5 Opinion of Proskauer Rose LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Proskauer Rose LLP (included in Exhibit 5).
</TABLE>
<PAGE> 1
EXHIBIT 5
September 18, 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 500,000 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 certain employees of the Company pursuant to the Company's 1997
Stock Option Plan (the "Plan").
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 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 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 LLP
<PAGE> 1
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
September 17, 1997
