<PAGE> 1
As filed with the Securities and Exchange Commission on August 4, 1997
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------
V.F. CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1180120
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
1047 NORTH PARK ROAD
WYOMISSING, PENNSYLVANIA 19610
(Address of Principal Executive Offices)
-------------------------------
1996 STOCK COMPENSATION PLAN
(Full title of the Plan)
-------------------------------
CANDACE S. CUMMINGS, ESQ.
VICE PRESIDENT - ADMINISTRATION AND GENERAL COUNSEL
V.F. CORPORATION
P.O. BOX 1022
READING, PENNSYLVANIA 19603
(Name and Address of Agent for Service)
(610) 378-1151
(Telephone number, including area code of agent for service)
<TABLE>
<CAPTION>
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 (2) PRICE (2) REGISTRATION FEE
==================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock
(no par value;
stated capital 621,595 $69.00 $ 42,890,055 $ 12,997
$1.00 per share) 3,203,610 $88.47 $283,423,377 $ 85,886
==================================================================================================================================
TOTAL 3,825,205 $326,313,432 $ 98,883
(14,466)(3)
------------
$ 84,417(3)
============
</TABLE>
(1) Includes 539,600 shares of Common Stock which are available, or hereafter
become available, for award under V.F. Corporation's 1991 Stock Option Plan and
285,605 shares of Common Stock which are available for award under V.F.
Corporation's 1995 Key Employee Restricted Stock Plan which may be issued under
the 1996 Stock Compensation Plan.
(2) Estimated solely for the purposes of calculating the registration fee on the
basis of, in accordance with Rule 457(h), (i) the option exercise price with
respect to outstanding options to purchase 621,595 shares and (ii) the average
of the high and low prices per share of the registrant's Common Stock on The New
York Stock Exchange on July 29, 1997 with respect to the remaining 3,203,610
shares subject to future grant under the 1996 Stock Compensation Plan.
(3) Pursuant to Rule 429 under the Securities Act and Instruction E to Form
S-8, 539,600 shares of Common Stock have previously been registered on Form S-8
(File No. 33-55014) filed on April 29, 1994 and such shares are being carried
forward to this Registration Statement. A registration fee of $9,373 has
previously been paid in connection with such shares. No additional fee
in connection with such shares is required. Accordingly, the total Amount
of Registration Fee paid herewith is reduced by $14,466 which would be the
registration fee attributable to the 539,000 shares carried forward, based
on a proposed maximum offering price per share of $88.47.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated by reference into this Registration Statement are (a) V.F.
Corporation's ("VF") Annual Report on Form 10-K for the fiscal year ended
January 4, 1997; (b) VF's Quarterly Report on Form 10-Q for the quarterly
period ended April 5, 1997; (c) VF's Registration Statement on Form 8-A dated
April 27, 1965 filed pursuant to section 12(g) of the Securities Exchange Act of
1934, as amended (the "1934 Act") and VF's Registration Statements on Form 8-A
dated May 8, 1987 and January 25, 1988 filed pursuant to section 12(b) of the
1934 Act, which contain descriptions of the Common Stock of VF (the "Common
Stock") and certain rights relating to the Common Stock, and any amendment or
reports filed for the purpose of updating such descriptions; and (d) all
documents subsequently filed by VF pursuant to Section 13(a), 13(c), 14 and
15(d) of the 1934 Act prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Legal matters with respect to the Common Stock being offered hereby have been
passed upon for VF by Pepper, Hamilton & Scheetz LLP, Philadelphia,
Pennsylvania. M. Rust Sharp, of counsel to Pepper, Hamilton & Scheetz LLP, is a
director of VF. Mr. Sharp owns beneficially 11,461,644 shares of Common Stock as
a co-trustee under certain Deeds of Trust dated August 21, 1951 and under the
Will of John E. Barbey, deceased. Additionally, Mr. Sharp owns 1,000 shares of
Common Stock and options to purchase 9,300 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1741 of the Pennsylvania Business Corporation Law, as amended (the
"BCL"), provides that a business corporation shall have the power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was
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<PAGE> 3
unlawful. Section 1742 of the BCL provides that in the case of actions by or in
the right of the corporation, a corporation may indemnify any such persons only
against expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action and only if such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, provided that no such
indemnification is permitted in respect to any claim, issue or matter as to
which such person is adjudged liable for negligence or misconduct in the
performance of his duty to the corporation, except to the extent that a court
determines that indemnification is proper under the circumstances. The BCL
further provides under Section 1743 that to the extent that such person has been
successful on the merits or otherwise in defending any action (even one on
behalf of the corporation), he is entitled to indemnification for expenses
(including attorneys' fees) actually and reasonably incurred in connection with
such action. The By-Laws of VF provide for indemnification of the officers or
directors of VF to the fullest extent permissible under the BCL.
The indemnification provided for under the BCL is not exclusive of any other
rights of indemnification. Under Section 1746 of the BCL a corporation may
maintain insurance on behalf of any of the persons referred to above against
liability asserted against any of them and incurred in or arising out of any
capacity referred to above, whether or not the corporation would have the power
to indemnify against such liabilities under the BCL. Section 518 of the
Pennsylvania Associations Code ("Section 518") provides that a Pennsylvania
corporation shall have the power, by action of the shareholders, directors or
otherwise, to indemnify a person as to action in his official capacity and as to
action in another capacity while holding that office for any action taken or any
failure to take any action, whether or not the corporation would have the power
to indemnify the person under any other provision of law (including Section 1741
and 1742 of the BCL), except as provided in Section 518, and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. Indemnification is not authorized
pursuant to Section 518 in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness. In addition to the power to advance expenses
under the BCL, Section 518 provides that expenses incurred by an officer,
director, employee or agent in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such person to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation. Section 518 permits a
business corporation to create a fund, under the control of a trustee or
otherwise, to secure or insure in any manner its indemnification obligations
whether arising under or pursuant to Section 518 or otherwise. VF's By-Laws
provide that any person made a party to any lawsuit by reason of being a
director or officer of VF may be indemnified by VF, to the fullest extent
permitted by Pennsylvania law, against the reasonable expenses, including
attorneys' fees, incurred by the director or officer in connection with the
defense of such lawsuit. The By-Laws further provide that a director of VF shall
not be personally liable for monetary damages arising from any action taken or
any failure to act by the director unless (a) the director has breached or
failed to perform the duties of a director under Section 512 of the Pennsylvania
Associations Code or as such law may be amended from time to time and (b) the
breach of duty constituted self-dealing, willful misconduct or recklessness. The
limitation on a director's personal liability for monetary damages does not
apply to a director's criminal liability or liability for taxes.
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<PAGE> 4
VF maintains directors' and officers' liability insurance for expenses for which
indemnification is permitted by Pennsylvania Business Corporation Law and
Section 518. These insurance policies insure VF against amounts which it may
become obligated to pay as indemnification to directors and officers and insures
its directors and officers against losses (except fines, penalties and other
matters uninsurable under law) arising from any claim made against them on
account of any alleged "wrongful act" in their official capacity. A wrongful act
is defined as "any breach of any duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by the directors
and officers or . . . so alleged by any claimant on any matter claimed against
them solely by reason of their being such directors or officers," subject to
certain exclusions. Directors and officers are also insured against losses
(except fines, penalties and other matters uninsurable under law) arising out of
the insured's breach of fiduciary duty, subject to certain exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
*4 1996 Stock Compensation Plan (incorporated by reference to Exhibit A
to VF's definitive proxy statement filed on March 10, 1997 (File no.
1-05256)).
5 Opinion of Pepper, Hamilton & Scheetz LLP.
23.1 Consent of Coopers & Lybrand LLP.
23.2 Consent of Pepper, Hamilton & Scheetz LLP (contained in Exhibit 5).
24 Power of Attorney
- ---------------
* Incorporated by reference.
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<PAGE> 5
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the 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 this registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities (if the total dollar
value of securities offered would not exceed that
which was registered) and any deviation from the low
or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b), if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this registration statement or any material change to
such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above 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 1934 Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
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.
(4) That, for the purposes of determining any liability under the
Act, each filing of VF's annual report pursuant to Section
13(a) or Section 15(d) of the 1934 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.
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<PAGE> 6
(5) 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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<PAGE> 7
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 Borough of Wyomissing, Commonwealth of Pennsylvania on the
31st day of July, 1997.
V.F. CORPORATION
By: /s/ MACKEY J. MCDONALD
Mackey J. McDonald
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, 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/ MACKEY J. MCDONALD President and July 31, 1997
---------------------- Chief Executive Officer
Mackey J. McDonald
/s/ GERALD G. JOHNSON Vice President - Finance July 31, 1997
--------------------- and Chief Financial Officer
Gerald G. Johnson
/s/ ROBERT K. SHEARER Vice President and Controller July 31, 1997
---------------------
Robert K. Shearer
</TABLE>
DIRECTORS
Robert D. Buzzell* William E. Pike*
Edward E. Crutchfield* Robert J. Hurst* Lawrence R. Pugh*
Ursula F. Fairbairn* Mackey J. McDonald* M. Rust Sharp*
Barbara S. Feigin* L. Dudley Walker*
* By: /s/ CANDACE S. CUMMINGS
-----------------------
Candace S. Cummings, Attorney-In-Fact
Date: July 31, 1997
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<PAGE> 8
EXHIBIT INDEX
5 Opinion of Pepper, Hamilton & Scheetz LLP.
23.1 Consent of Coopers & Lybrand LLP.
23.2 Consent of Pepper, Hamilton & Scheetz LLP (contained in Exhibit 5).
24 Power of Attorney
<PAGE> 1
Exhibit 5
Ausust 4, 1997
V.F. Corporation
1047 North Park Road
Wyomissing, Pennsylvania 19610
Re: Registration Statement on Form S-8
Dear Sir/Madam:
Reference is made to a Registration Statement on Form S-8 of
V.F. Corporation (the "Company") which is being filed with the Securities and
Exchange Commission on the date hereof (the "Registration Statement").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Registration Statement.
The Registration Statement covers 3,825,205 shares of Common
Stock, no par value, stated capital $1.00 per share, of the Company (the
"Shares"), issuable by the Company pursuant to awards granted or available for
grant under the Company's 1996 Stock Compensation Plan (the "Plan").
We have examined the Registration Statement, including the
exhibits thereto, the Company's Articles of Incorporation and By-Laws as
currently in effect, the Plan and such other documents as we have deemed
appropriate. In the foregoing examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the authenticity of all documents submitted to us as copies of originals.
Based upon the foregoing, we are of the opinion that the
Shares, when issued and paid for in accordance with the terms of, and upon
exercise of the options granted under, the Plan, will be 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 this consent, we do not hereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations thereunder.
Sincerely,
PEPPER, HAMILTON & SCHEETZ LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. ) of our report dated February 6, 1997 on our audits of
the consolidated financial statements of VF Corporation as of January 4, 1997
and December 30, 1995, and for the years then ended, appearing on page 21 of the
1996 Annual Report of Shareholders, which is incorporated by reference in the
1996 VF Corporation Annual Report on Form 10-K. We also consent to the
incorporation by reference in this registration statement on Form S-8 (File
No. ) of our report dated February 6, 1997 on our audits of the consolidated
financial statement schedule of VF Corporation as of January 4, 1997 and
December 30, 1995, and for the years then ended, which report is included in
the VF Corporation 1996 Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Philadelphia, PA
August 4, 1997
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned V.F. Corporation,
a corporation organized and existing under the laws of the Commonwealth of
Pennsylvania ("VF"), and the undersigned directors and officers of VF hereby
constitute and appoint M. J. McDonald, C.S. Cummings and L. M. Tarnoski, and
each of them, severally, his or her true and lawful attorneys and agents at any
time and from time to time to do any and all acts and things and execute in his
or her name (whether on behalf of VF, or by attesting the seal of VF or
otherwise), any and all instruments and documents which said attorneys and
agents, or any of them, may deem necessary or advisable and may be required to
enable VF and the 1996 Stock Compensation Plan (the "1996 Plan") to comply with
the Securities Act of 1933, as amended, and any rules, regulations or
requirements of the Securities and Exchange Commission ("Commission") in respect
thereof, in connection with the 1996 Plan and shares of Common Stock of VF
offered pursuant to or in connection with the 1996 Plan, including specifically,
but without limiting the generality of the foregoing, power of attorney to sign
the name of VF and affix the corporate seal and to sign the names of the
undersigned directors and officers to all registration statements, and all
amendments and supplements thereto, on Form S-8 or S-8/S-3 or on any other
appropriate Form, hereafter filed with the Commission and all instruments or
documents filed as a part thereof or in connection therewith, and each of the
undersigned hereby ratifies and confirms all that said attorneys, agents, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed to these
presents as of the 30th day of July, 1997.
<TABLE>
<CAPTION>
ATTEST: V.F. CORPORATION
<S> <C>
/s/ L. M. TARNOSKI By: /s/ MACKEY J. MCDONALD
- ------------------------------ -----------------------------
L. M. Tarnoski Mackey J. McDonald
Vice President/Secretary President and Chief
Executive Officer
Principal Executive Officer: Principal Financial Officer:
/s/ MACKEY J. MCDONALD /s/ GERALD G. JOHNSON
- ------------------------------ -----------------------------
Mackey J. McDonald Gerald G. Johnson
President and Chief Vice President - Finance and
Executive Officer Chief Financial Officer
Principal Accounting Officer:
/s/ ROBERT K. SHEARER /s/ ROBERT D. BUZZELL
- ------------------------------ -----------------------------
Robert K. Shearer, Vice President - Robert D. Buzzell, Director
Controller
/s/ EDWARD E. CRUTCHFIELD /s/ URSULA F. FAIRBAIRN
- ------------------------------ -----------------------------
Edward E. Crutchfield, Director Ursula F. Fairbairn, Director
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
<S> <C>
/s/ BARBARA S. FEIGIN
- ------------------------------ -----------------------------
Barbara S. Feigin, Director Leon C. Holt, Jr., Director
/s/ ROBERT J. HURST /s/ MACKEY J. MCDONALD
- ------------------------------ -----------------------------
Robert J. Hurst, Director Mackey J. McDonald, Director
/s/ WILLIAM E. PIKE /s/ LAWRENCE R. PUGH
- ------------------------------ -----------------------------
William E. Pike, Director Lawrence R. Pugh, Director
/s/ M. RUST SHARP /s/ L. DUDLEY WALKER
- ------------------------------ -----------------------------
M. Rust Sharp, Director L. Dudley Walker, Director
</TABLE>
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