<PAGE>
As filed with the Securities and Exchange Commission on September 21, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
I.C. Isaacs & Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 52-1377061
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3840 Bank Street 21224-2522
Baltimore, Maryland (Zip Code)
(Address of principal executive offices)
I.C. Isaacs & Company, Inc. 1997 Omnibus Stock Plan
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
Eugene C. Wielepski Wm. David Chalk, Esquire
I.C. Isaacs & Company, Inc. Piper & Marbury L.L.P.
3840 Bank Street 36 South Charles Street
Baltimore, Maryland 21224-2522 Baltimore, Maryland 21201
(410) 342-8200 (410) 576-3135
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of Securities to be Amount to be offering price per aggregate offering Amount of
registered registered share (2) price (2) registration fee
<S> <C> <C> <C> <C>
Common Stock, par value 500,000 shares $2.28 $1,140,000.00 $336.30
$.0001 per share (1)
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number
of shares of Common Stock that may be issuable by reason of stock splits,
stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h). The proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of the
registration fee are based on the average of the daily high and low sale
prices of I.C. Isaacs & Company, Inc. Common Stock reported on the Nasdaq
National Market on September 16, 1998 (i.e., $2.28).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement pursuant to
introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31,
1997;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, ("Exchange
Act") since the end of the fiscal year covered by the document
referred to in (a) above; and
(c) Description of Common Stock of the Registrant contained or
incorporated in the registration statement filed by the
Registrant under the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legal validity of the shares of Common Stock offered by the
Registrant pursuant to this Registration Statement is being passed upon by Piper
& Marbury L.L.P., counsel for the Registrant.
2
<PAGE>
Item 6. Indemnification of Directors and Officers.
Pursuant to Section 145 of the General Corporation Law of Delaware (the
"Delaware Corporation Law"), Article IX of the Amended and Restated By-Laws of
the Registrant (the "By-Laws") provides that the Registrant shall indemnify any
person in connection with any threatened, pending or completed legal proceeding
(other than a legal proceeding by or in the right of the Registrant) by reason
of the fact that he is or was a director, officer, employee or agent of the
Registrant or is or was serving at the request of the Registrant 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
in connection with such legal proceeding if he acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interests
of the Registrant, and with respect to any criminal action or proceeding, if he
has no reasonable cause to believe that his conduct was unlawful. If the legal
proceeding is by or in the right of the Registrant, the director or officer may
be indemnified by the Registrant against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such legal proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Registrant and
except that he may not be indemnified in respect of any claim, issue or matter
as to which he shall have been adjudged to be liable to the Registrant unless a
court determines otherwise.
The Registrant maintains liability insurance on behalf of any person
who is or was a director, officer, employee or agent of the Registrant or such
person who serves or served as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise at the
request of the Registrant as permitted under Article IX of the Registrant's
By-laws.
Pursuant to Section 102(b)(7) of the Delaware Corporation Law, Article
VII of the Amended and Restated Certificate of Incorporation of the Registrant
provides that no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for any breach of his
fiduciary duty as a director; provided, however, that such clause shall not
apply to any liability of a director (1) for any breach of his loyalty to the
Registrant or its stockholders, (2) for acts or omissions that are not in good
faith or involve intentional misconduct or a knowing violation of the law, (3)
under Section 174 of the Delaware Corporation Law, or (4) for any transaction
from which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 Description of Common Stock (incorporated by
reference to Form 8-A Registration Statement filed
November 14, 1997 (SEC File No.0-23379)
5 Opinion and consent of Piper & Marbury L.L.P.,
counsel for the Registrant, regarding the legality
of the shares of Common Stock.
23.1 Consent of Independent Certified Public Accountants.
3
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23.2 Consent of Piper & Marbury L.L.P., counsel for the
Registrant (included in Exhibit 5 above).
Item 9. Undertakings.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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;
(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.
Paragraphs (l)(i) and (l)(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 with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 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.
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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
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
4
<PAGE>
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.
5
<PAGE>
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 Baltimore, State of Maryland on the 21st day of
September, 1998.
I.C. ISAACS & COMPANY, INC.
By: /s/ Robert J. Arnot
---------------------
Robert J. Arnot
Chairman of the Board
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Robert J. Arnot Chairman of the Board, Chief September 21, 1998
- -------------------------------------
Robert J. Arnot Executive Officer and Director (Principal
Executive Officer)
/s/ Eugene C. Wielepski Vice-President, Chief Financial September 21, 1998
- -------------------------------------
Eugene C. Wielepski Officer and Director (Principal Financial
and Accounting Officer)
/s/ Gerald W. Lear Director September 21, 1998
- -------------------------------------
Gerald W. Lear
/s/ Thomas Ormandy Director September 21, 1998
- -------------------------------
Thomas Ormandy
/s/ Ira J. Hechler Director September 21, 1998
- -------------------------------------
Ira J. Hechler
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Jon Hechler Director September 21, 1998
- -------------------------------------
Jon Hechler
/s/ Ronald S. Schmidt Director September 21, 1998
- -------------------------------
Ronald S. Schmidt
/s/ Neal J. Fox Director September 21, 1998
- ---------------------------------
Neal J. Fox
/s/ Anthony J. Marterie Director September 21, 1998
- -------------------------------------
Anthony J. Marterie
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ------ ----------- -----------
<S> <C> <C>
4 Description of Common Stock See Note (1)
5 Opinion and consent of Piper & Marbury L.L.P., counsel for the [1]
Registrant, regarding the legality of the shares of common stock
23.1 Consent of Independent Certified Public Accountants [1]
23.2 Consent of Piper & Marbury L.L.P., counsel for the Registrant (included [1]
in Exhibig 5 above
</TABLE>
- -------------
(1) Incorporated by reference to Form 8-A Registration Statement
filed November 14, 1998 (SEC File No. 0-23379).
<PAGE>
EXHIBIT 5
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH WASHINGTON
36 SOUTH CHARLES STREET NEW YORK
BALTIMORE, MARYLAND 21201-3010 PHILADELPHIA
410-539-2530 EASTON
FAX: 410-539-0489
September 21, 1998
I.C. Isaacs & Company, Inc.
3840 Bank Street
Baltimore, Maryland 21224-2522
Ladies and Gentlemen:
We have acted as counsel to I.C. Isaacs & Company, Inc., a Delaware
corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission of a registration statement on Form S-8
(the "Registration Statement") registering 500,000 shares of Common Stock, par
value $.0001 per share, issuable pursuant to the exercise of stock options or
other awards granted under the Company's 1997 Omnibus Stock Plan (the "Plan
Shares").
We have examined copies of the Company's Amended and Restated
Certificate of Incorporation, Amended and Restated By-laws, the Plan, all
resolutions adopted by the Company's Board of Directors relating to the above
and other records and documents that we have deemed necessary for the purpose of
this opinion. We have also examined such other documents, papers, statutes and
authorities as we have deemed necessary to form a basis for this opinion. In our
examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to this opinion, we have relied on statements and
certificates of officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is a validly
existing corporation in good standing under the laws of the State of
Delaware.
2. The Plan Shares issuable under the Plan have been duly
authorized and will be (when issued, sold and delivered as authorized)
validly issued, fully paid and non-assessable.
The opinions set forth herein are limited to matters governed by the
laws of the State of Delaware and the Federal Laws of the United States of
America, and we express no opinion as to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to us under Item 5 of the
Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
I.C. Isaacs & Company, Inc.
Baltimore, Maryland
We hereby consent to the incorporation by reference in the Registration
Statement (Form S-8), pertaining to the I.C. Isaacs & Company, Inc. 1997 Omnibus
Stock Plan of our report dated February 27, 1998, relating to the consolidated
financial statements and schedules of I.C. Isaacs & Company, Inc. appearing in
or incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1997.
/s/ BDO SEIDMAN, LLP
Washington, D.C.
September 17, 1998
