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As Filed with the Securities and Exchange Commission on January 7, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 (I.R.S. Employer Identification Number)
of Incorporation or Organization)
628 GREEN VALLEY ROAD
GREENSBORO, NORTH CAROLINA 27408
(Address of Registrant's Principal Executive Offices)
VF EXECUTIVE DEFERRED SAVINGS PLAN
(Full Title of the Plan)
CANDACE S. CUMMINGS, ESQ.
VICE PRESIDENT -- ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
VF CORPORATION
P.O. BOX 21488
GREENSBORO, NORTH CAROLINA 27420
(Name and address of agent for service)
(336) 547-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED (1) OFFERING PRICE AGGREGATE PRICE (2) REGISTRATION FEE
---------- -------------- -------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Deferred Compensation Obligations (1) $230,000,000 100% $230,000,000 $60,720.00
</TABLE>
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(1) The Deferred Compensation Obligations are unsecured obligations of the
Registrant to pay deferred compensation in the future, in accordance with
the terms of the VF Executive Deferred Savings Plan, resulting from
participant deferrals.
(2) Estimated solely for the purpose of calculating the registration fee.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act"). These documents
and the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant has filed the following documents with the Securities
and Exchange Commission (the "Commission") under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which the Registrant incorporates by
reference into this Registration Statement:
(a) Annual Report on Form 10-K for the year ended January 2, 1999;
(b) Quarterly Report on Form 10-Q for the quarter ended April 3,
1999;
(c) Quarterly Report on Form 10-Q for the quarter ended July 3, 1999;
and
(d) Quarterly Report on Form 10-Q for the quarter ended October 2,
1999.
All documents and reports that the Registrant files under Sections
13(a) and (c), 14, or 15(d) of the Exchange Act after the date of this
Registration Statement shall be deemed to be incorporated by reference into, and
to be a part of, this Registration Statement as of the date they are filed. Such
future documents and reports will cease to be deemed incorporated by reference
into this Registration Statement when the Registrant files a post-effective
amendment to this Registration Statement which indicates that all securities
offered under it have been sold, or deregistering all such securities remaining
unsold. Any statement contained within a document or report incorporated, or
deemed incorporated, by reference into this Registration Statement shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained in the Registration
Statement, or in any other subsequently filed document which is, or is deemed to
be, incorporated by reference into this Registration Statement, modifies or
supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Under the VF Executive Deferred Savings Plan (the "Plan"), the
Registrant will provide participants the opportunity to defer all or a portion
of their future base salary and all or a portion of their future bonus payments,
but such deferral cannot result in the employee's otherwise applicable salary
being reduced below the applicable Social Security taxable wage base for the
relevant year. The Registrant will credit an additional deferral amount equal to
50% of the participant's deferral amount, but such additional deferral amount
shall not exceed $10,000 (or such other amount as is approved by the Plan
Committee (as defined below)). A participant's rights to the Registrant's
contribution is forfeitable in whole or in part prior to the participant's
becoming fully vested under the terms of the Plan.
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The obligations of the Registrant under the Plan (the "Obligations")
will be unsecured general obligations of the Registrant to pay the deferred
compensation and earnings thereon in the future in accordance with the terms of
the Plan, and will rank pari passu with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding.
The amount of compensation to be deferred by each participant will be
determined in accordance with the Plan based on elections by the participant.
Obligations will be payable upon or following termination of employment,
retirement, and other events, in accordance with the terms of the Plan. The
Obligations will be indexed to one or more deemed investment options
individually chosen by each participant from the list of such options available
from time to time. Each participant's Obligations will be adjusted to reflect
the investment experience of the deemed investment option or options, including
any appreciation or depreciation. The Registrant is under no obligation to
actually invest in such investment options. The Obligations will be denominated
and be payable in cash.
A participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plan, by the terms of the Plan in the event there is no designated
beneficiary, or by court order in the case of any dispute.
The Obligations are not subject to redemption, in whole or in part, at
the option of the Registrant prior to termination of employment, retirement, or
the individual payment dates specified by the participant. Each participant may
elect to receive a distribution under the Plan in such manner as is acceptable
to the committee appointed by the Board of Directors of the Registrant to
administer the Plan (the "Plan Committee"). In addition, the Plan Committee may,
in its discretion, direct that a participant be paid an amount (not to exceed
his Obligations, and, with respect to certain parties subject to Section 16 of
the Exchange Act, not including that portion of the participant's Obligations
deemed invested in VF Corporation Stock Fund) sufficient to meet a financial
hardship as defined in the Plan. The Plan Committee reserves the right to amend
or terminate the Plan at any time, except that no such amendment or termination
shall reduce the amount of previous Obligations.
The Obligations are not convertible into another security of the
Registrant. No trustee has been appointed having the authority to take action
with respect to the Obligations, and each participant will be responsible for
acting independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing the terms of the Plan, and taking action upon a default.
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL.
None.
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
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conduct was 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 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.
The Registrant's By-Laws provide that any person made a party to any
lawsuit by reason of being a director or officer of the Registrant may be
indemnified by the Registrant, 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 the Registrant 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.
The Registrant maintains directors' and officers' liability insurance
for expenses for which indemnification is permitted by the BCL and Section 518.
These insurance policies insure the Registrant 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
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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.
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EXHIBITS DESCRIPTION
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<S> <C>
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
24.1 Power of Attorney
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ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii)To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in 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 to such information in the Registration Statement;
provided, however, that 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 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.
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(4) 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 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.
(5) 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, 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 Greensboro, North Carolina on the 31st day of December, 1999.
V.F. CORPORATION
By: /s/ Mackey J. McDonald
/s/ Mackey J. McDonald
----------------------------------------
Mackey J. McDonald
Chairman of the Board, 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 and on the
dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Mackey J. McDonald Chairman of the Board, December 31, 1999
- ---------------------- President and Chief
Mackey J. McDonald Executive Officer
/s/ Robert K. Shearer Vice President -- Finance December 31, 1999
- ---------------------- and Chief Financial Officer
Robert K. Shearer
/s/ Peter E. Keene Vice President -- Controller December 31, 1999
- ----------------------
Peter E. Keene
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS
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<S> <C> <C>
Robert D. Buzzell* George Fellows* M. Rust Sharp*
Edward E. Crutchfield* Robert J. Hurst* L. Dudley Walker*
Ursula F. Fairbairn* Mackey J. McDonald* Erskine Bowles
Barbara S. Feigin* Daniel Hesse
</TABLE>
Date: December 31, 1999 * By:/s/ Mackey J. McDonald
-----------------------------
Mackey J. McDonald
Attorney-In-Fact
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[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
EXHIBIT 5.1
December 31, 1999
V.F. Corporation
628 Green Valley Road
Greensboro, NC 27408
Dear Sirs:
We have acted as counsel for V.F. Corporation, a Pennsylvania corporation (the
"Company"), in connection with the proposed filing with the Securities and
Exchange Commission, under the Securities Act of 1933, as amended (the
"Securities Act"), of a Registration Statement on Form S-8 (the "Registration
Statement") for the purpose of registering $230,000,000 of Deferred Compensation
Obligations which represent unsecured obligations of the Company to pay deferred
compensation in the future in accordance with the terms of the VF Executive
Deferred Savings Plan (the "Plan"). In such capacity, we have examined the Plan,
the Certificate of Incorporation and By-Laws of the Company, as amended to date,
and such other documents of the Company as we have deemed necessary or
appropriate for the purposes of the opinion expressed herein.
Based upon the foregoing, we advise you that, in our opinion, when issued in
accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this opinion and consent, we do not admit that we are
acting within the category of persons whose consent is required under Section 7
of the Securities Act.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
- ---------------------------------------------
Morgan, Lewis & Bockius LLP
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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 4, 1999, relating to the
consolidated financial statements which appears in the 1998 Annual Report to
Shareholders of V.F. Corporation, which is incorporated by reference in the V.F.
Corporation Annual Report on Form 10-K for the year ended January 2, 1999. We
also consent to the incorporation by reference of our report dated February 4,
1999 relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
December 21, 1999
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EXHIBIT 24.1
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 and C.S. Cummings, 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 VF
Executive Deferred Savings Plan (the "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 Plan and shares of Common stock of VF offered pursuant to or
in connection with the 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 31st day of October, 1999.
<TABLE>
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ATTEST: VF CORPORATION
By: /s/ Candace S. Cummings By: /s/ Mackey J. McDonald
----------------------------------- -----------------------------------
Candace S. Cummings Mackey J. McDonald
Vice President -- Administration, Chairman, President and
General Counsel and Secretary Chief Executive Officer
Principal Executive Officer: Principal Financial Officer:
/s/ Mackey J. McDonald /s/ Robert K. Shearer
- -------------------------------------- --------------------------------------
Mackey J. McDonald Robert K. Shearer
Chairman, President and Vice President -- Finance and
Chief Executive Officer Chief Financial Officer
</TABLE>
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<TABLE>
<CAPTION>
Principal Accounting Officer:
<S> <C>
/s/ Peter E. Keene /s/ Robert D. Buzzell
- -------------------------------------- --------------------------------------
Peter E. Keene Robert D. Buzzell, Director
Vice President-Controller
/s/ Edward E. Crutchfield /s/ Ursula F. Fairbairn
- -------------------------------------- --------------------------------------
Edward E. Crutchfield, Director Ursula F. Fairbairn, Director
/s/ Barbara S. Feigin /s/ George Fellows
- -------------------------------------- --------------------------------------
Barbara S. Feigin, Director George Fellows, Director
/s/ Robert J. Hurst /s/ Mackey J. McDonald
- -------------------------------------- --------------------------------------
Robert J. Hurst, Director Mackey J. McDonald, Director
/s/ M. Rust Sharp /s/ L. Dudley Walker
- -------------------------------------- --------------------------------------
M. Rust Sharp, Director L. Dudley Walker, Director
</TABLE>
