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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1997
REGISTRATION NO. 333-33729
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TROPICAL SPORTSWEAR INT'L CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
FLORIDA 2325 59-3424305
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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4902 WEST WATERS AVENUE
TAMPA, FLORIDA 33634-1302
(813) 249-4900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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MICHAEL KAGAN
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
TROPICAL SPORTSWEAR INT'L CORPORATION
4902 WEST WATERS AVENUE
TAMPA, FLORIDA 33634-1302
(813) 249-4900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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MARTIN A. TRABER, ESQ. STEPHEN A. OPLER, ESQ.
TODD B. PFISTER, ESQ. MARK F. MCELREATH, ESQ.
FOLEY & LARDNER ALSTON & BIRD LLP
100 NORTH TAMPA STREET, SUITE 2700 ONE ATLANTIC CENTER
TAMPA, FLORIDA 33602 1201 WEST PEACHTREE STREET
(813) 229-2300 ATLANTA, GEORGIA 30309-3424
(404) 881-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ____
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ] ____
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amended Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Tampa, and State
of Florida, on this 24th day of October, 1997.
TROPICAL SPORTSWEAR INT'L CORPORATION
By: /s/ WILLIAM W. COMPTON
------------------------------------
William W. Compton
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amended
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ WILLIAM W. COMPTON Chairman of the Board, Chief October 24, 1997
- --------------------------------------------------- Executive Officer and
William W. Compton Director (Principal
Executive Officer)
/s/ MICHAEL KAGAN Executive Vice President, October 24, 1997
- --------------------------------------------------- Chief Financial Officer,
Michael Kagan Treasurer, Secretary and
Director
* Director October 24, 1997
- ---------------------------------------------------
Eloy S. Vallina-Laguera
* Director October 24, 1997
- ---------------------------------------------------
Jesus Alvarez-Morodo
* Director October 24, 1997
- ---------------------------------------------------
Leslie J. Gillock
* Director October 24, 1997
- ---------------------------------------------------
Donald H. Livingstone
* Director October 24, 1997
- ---------------------------------------------------
Leon H. Reinhart
* Director October 24, 1997
- ---------------------------------------------------
David Garza
*By: /s/ MICHAEL KAGAN
---------------------------------------------
Michael Kagan
Attorney-In-Fact
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II-4
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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1.1 -- Form of Underwriting Agreement.*
2.1 -- Agreement and Plan of Merger by Tropical Sportswear Int'l
Corporation, as the Surviving Corporation, and Apparel
International Group, Inc., as the Merging Corporation.*
2.2 -- Agreement and Plan of Merger by Tropical Sportswear Int'l
Corporation, as the Surviving Corporation, and Tropical
Acquisition Corporation and Tropical Sportswear
International Corporation, as the Merging Corporations.*
3.1 -- Amended and Restated Articles of Incorporation of Tropical
Sportswear Int'l Corporation.*
3.2 -- Amended and Restated Bylaws of Tropical Sportswear Int'l
Corporation.*
4.1 -- Specimen certificate for the Common Stock of Tropical
Sportswear Int'l Corporation.*
4.2 -- Shareholders' Agreement by and among Tropical Sportswear
Int'l Corporation, William W. Compton, the Compton Family
Limited Partnership, Michael Kagan, the Kagan Family Limited
Partnership, Shakale Internacional, S.A. and Accel, S.A. de
C.V.*
5.1 -- Opinion of Foley & Lardner.*
10.1 -- Loan and Security Agreement, dated September 28, 1994, by
and between Tropical Sportswear Int'l Corporation and Fleet
Capital Corporation (formerly Barclays Business Credit,
Inc.).*
10.2 -- Construction and Term Loan Agreement, dated as of May 7,
1996, by and between Tropical Sportswear Int'l Corporation
and SouthTrust Bank of Alabama, National Association, as
amended.*
10.3 -- Retail-Domestic Collection Factoring Agreement, dated
October 1, 1995, by and between Heller Financial, Inc. and
Tropical Sportswear Int'l Corporation.*
10.4 -- Employment Agreement between William W. Compton and Tropical
Sportswear Int'l Corporation.*
10.5 -- Employment Agreement between Michael Kagan and Tropical
Sportswear Int'l Corporation.*
10.6 -- Employment Agreement between Richard J. Domino and Tropical
Sportswear Int'l Corporation.*
10.7 -- Tropical Sportswear Int'l Corporation Employee Stock Option
Plan.*
10.8 -- Tropical Sportswear Int'l Corporation Non-Employee Director
Stock Option Plan.*
10.9 -- 1996 Apparel International Group, Inc. Stock Option Plan.*
10.10 -- Form of Letter Agreement among Accel S.A. de C.V. and
Shakale Internacional, S.A., as Selling Shareholders, and
the Company.*
11.1 -- Statement re: computation of per share earnings.*
21.1 -- List of subsidiaries of Tropical Sportswear Int'l
Corporation.*
23.1 -- Consent of Foley & Lardner (included in Exhibit (5.1)).
23.2 -- Consent of Ernst & Young LLP.
24.1 -- Power of Attorney relating to subsequent amendments.*
27.1 -- Financial Data Schedule for the year ended September 28,
1996 (filed for SEC purposes only).*
27.2 -- Financial Data Schedule for the thirty-nine weeks ended June
28, 1997 (filed for SEC purposes only).*
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* Previously filed.
S-1
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated August 15, 1997, except as to the third paragraph of
Note 13, as to which the date is October 23, 1997 on the consolidated financial
statements and our report dated August 15, 1997 on the financial statement
schedule, in Amendment No. 2 to the Registration Statement (Form S-1 No.
333-33729) and related Prospectus of Tropical Sportswear Int'l Corporation for
the registration of 4,600,000 shares of its common stock.
Ernst & Young LLP
Tampa, Florida
October 23, 1997
