As filed with the Securities and Exchange Commission on September 29, 2000
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
Baltimore, Maryland 21224-2522
(Address of principal executive offices) (Zip Code)
I.C. ISAACS & COMPANY, INC. AMENDED AND RESTATED 1997 OMNIBUS STOCK PLAN
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
EUGENE C. WIELEPSKI EARL S. WELLSCHLAGER, ESQUIRE
I.C. Isaacs & Company, Inc. Piper Marbury Rudnick & Wolfe LLP
3840 Bank Street 6225 Smith Avenue
Baltimore, Maryland 21224-2522 Baltimore, Maryland 21209-3600
(410) 342-8200 (410) 580-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
====================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Aggregate Registration
Title of Securities to be Registered Price Per Unit (3) Offering Price (3) Fee (3)
Registered
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.0001 600,000 (1)(2) $1.63 $978,000 $260
per share
====================================================================================================================
</TABLE>
(1) An aggregate of 1,100,000 shares of Common Stock may be offered or issued
pursuant to the Amended and Restated 1997 Omnibus Stock Plan, 500,000 of which
were previously registered on Form S-8 (File No. 333-63871), and 600,000 of
which are registered on this Form S-8.
(2) 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 offered or issued by reason of stock splits,
stock dividends or similar transactions.
(3) 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 high and low prices of I.C. Isaacs & Company, Inc.
Common Stock reported on the Nasdaq National Market on September 25, 2000 (i.e.,
$1.63 per share). Pursuant to General Instruction E of Form S-8, the
registration fee is calculated with respect to the additional securities
registered on this Form S-8 only.
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INCORPORATION BY REFERENCE
In accordance with General Instruction E to Form S-8, the contents of the
Registration Statement filed by I.C. Isaacs & Company, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") (File No. 333-63871),
with respect to securities offered pursuant to the I.C. Isaacs & Company, Inc.
1997 Omnibus Stock Plan, is hereby incorporated by reference.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------
4.1 I.C. Isaacs & Company, Inc. Amended and Restated 1997
Omnibus Stock Plan (incorporated by reference to the
Company's Schedule 14A, Definitive Proxy Statement, filed
with the Commission on April 22, 1999 (File No. 000-23379)
4.2 Amended and Restated Certificate of Incorporation
(incorporated by reference to the Exhibits to the Company's
Registration Statement on Form S-1, dated October 3, 1997
(File No. 333-37155), as amended)
4.3 Amended and Restated Bylaws (incorporated by reference to
the Exhibits to the Company's Registration Statement on Form
S-1, dated October 3, 1997 (File No. 333-37155), as amended)
5.0 Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for
the Registrant, regarding the legal validity of the shares
of Common Stock being registered for issuance under the Plan
(filed herewith)
23.1 Consent of Counsel (contained in Exhibit 5.0)
23.2 Consent of Independent Certified Public Accountants (filed
herewith)
24.0 Power of Attorney (included on Signature Page)
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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 this Form S-8 Registration Statement 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 29th day of September, 2000.
I.C. ISAACS & COMPANY, INC.
By:/s/ Robert J. Arnot
---------------------------------
Robert J. Arnot
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of I.C. Isaacs & Company, Inc., a Delaware corporation, constitute and
appoint Robert J. Arnot and Eugene C. Wielepski, and each of them acting alone,
the true and lawful agents and attorneys-in-fact of the undersigned with full
power and authority in said agents and attorneys-in-fact, and in any one or all
of them, to sign for the undersigned and in their respective names as directors
and officers of I.C. Isaacs & Company, Inc., a Registration Statement on Form
S-8 (or other appropriate form) to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and any amendment or
supplement to such registration statement relating to the sale of Common Stock
under the Amended and Restated 1997 Omnibus Stock Plan. We hereby confirm all
acts taken by such agents and attorneys-in-fact, or any one or more of them, as
herein authorized.
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.
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<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Robert J. Arnot Chairman of the Board, President, September 29, 2000
--------------------------------- Chief Executive Officer and Director
Robert J. Arnot (Principal Executive Officer)
/s/ Eugene C. Wielepski Vice President, Chief Financial Officer September 29, 2000
--------------------------------- and Director
Eugene C. Wielepski (Principal Financial and Accounting Officer)
/s/ Neal J. Fox Director September 29, 2000
---------------------------------
Neal J. Fox
/s/ Daniel J. Gladstone Director September 29, 2000
---------------------------------
Daniel J. Gladstone
<PAGE>
/s/ Jon Hechler Director September 29, 2000
---------------------------------
Jon Hechler
/s/ Anthony J. Marterie Director September 29, 2000
---------------------------------
Anthony J. Marterie
/s/ Thomas P. Ormandy Director September 29, 2000
---------------------------------
Thomas P. Ormandy
/s/ Ronald S. Schmidt Director September 29, 2000
---------------------------------
Ronald S. Schmidt
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 I.C. Isaacs & Company, Inc. Amended and Restated 1997
Omnibus Stock Plan (incorporated by reference to the
Company's Schedule 14A, Definitive Proxy Statement, filed
with the Commission on April 22, 1999 (File No. 000-23379))
4.2 Amended and Restated Certificate of Incorporation
(incorporated by reference to the Exhibits to the Company's
Registration Statement on Form S-1, dated October 3, 1997
(File No. 333-37155), as amended)
4.3 Amended and Restated Bylaws (incorporated by reference to
the Exhibits to the Company's Registration Statement on Form
S-1, dated October 3, 1997 (File No. 333-37155), as amended)
5.0 Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for
the Registrant, regarding the legal validity of the shares
of Common Stock being registered for issuance under the Plan
(filed herewith)
23.1 Consent of Counsel (contained in Exhibit 5.0)
23.2 Consent of Independent Public Accountants (filed herewith)
24.0 Power of Attorney (included on Signature Page)
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