As filed with the Securities and Exchange Commission on November 4, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TROPICAL SPORTSWEAR INT'L CORPORATION
(Exact name of Registrant as specified in its charter)
Florida 59-3424305
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4902 West Waters Avenue, Tampa, Florida 33634-1302
(Address of Principal Executive Offices) (Zip Code)
Apparel International Group, Inc. 1996 Stock Option Plan
(Full Title of the Plan)
N. LARRY McPHERSON
Executive Vice President and Treasurer
Tropical Sportswear Int'l Corporation
4902 West Waters Avenue, Tampa, Florida 33634-1302
(Name and Address of Agent For Service)
(813) 249-4900
(Telephone Number, Including Area Code, of Agent For Service)
COPY TO:
STEPHEN A. OPLER, ESQ.
Alston & Bird LLP
One Atlantic Center, 1201 West Peachtree Street, N.W.,
Atlanta, Georgia 30309-3424, Telephone: (404) 881-7000
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CALCULATION OF REGISTRATION FEE
======================================== ===================== ==================== =================== ====================
Proposed Maximum
Title of Proposed Maximum Aggregate
Each Class of Offering Price Offering Price(2)
Securities Amount to be Per Share (2) Amount of
to be Registered Registered(1) Registration Fee
======================================== ===================== ==================== =================== ====================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 60,000 $ $649,880 $180.67
======================================== ===================== ==================== =================== ====================
</TABLE>
(1) Plus an indeterminate number of shares which may be issued as a result of
anti-dilution provisions contained in the Plan.
(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, these amounts are based on (i) 58,000 shares subject to outstanding
options having an exercise price of $10.50 per share and (ii) 2,000 shares
reserved for future grants under the Plan, the registration fee for which has
been calculated using $20.44, the average of the high and low prices of the
Registrant's Common Stock on October 27, 1998 as reported on the Nasdaq National
Market.
<PAGE>
II--3
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended September 27, 1997, as amended pursuant to Form 10-K/A filed
on April 13, 1998; and
(2) All other reports filed pursuant to Section 13(a)or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since September 27, 1997.
(3) The description of Common Stock contained in the
Registrant's Registration Statement filed under Section 12 of the
Exchange Act, including all amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant 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 shares of Common Stock being
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold shall be deemed incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superceded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which is also, or is
deemed to be, incorporated herein by reference modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the corporation
in related capacities) for liabilities, including legal expenses, arising by
reason of service in such capacity if such person shall have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe his conduct was unlawful. However, in the case of
actions brought by or in the right of the corporation, no indemnification may be
made with respect to any matter as to which such director or officer shall have
been adjudged liable, except in certain limited circumstances.
The Registrant's Articles of Incorporation and Bylaws provide that the
Registrant shall indemnify directors and executive officers to the fullest
extent now or hereafter permitted by the Florida Act. In addition, the
Registrant may enter into Indemnification Agreements with its directors and
executive officers in which the Registrant may agree to indemnify such persons
to the fullest extent now or hereafter permitted by the Florida Act.
<PAGE>
The indemnification provided by the Florida Act, and the Registrant's
Bylaws is not exclusive of any other rights to which a director or officer may
be entitled. The general effect of the foregoing provisions may be to reduce the
circumstances which an officer or director may be required to bear the economic
burden of the foregoing liabilities and expense.
The Registrant may obtain a liability insurance policy for its
directors and officers as permitted by the Florida Act which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.1 Apparel International Group, Inc. 1996 Stock Option Plan (filed
as Exhibit 10.9 to the Registrant's Registration Statement on
Form S-1 (No. 333-33729), and incorporated herein by reference)
4.2 Form of Apparel International Group, Inc. Stock Option Agreement
for 1996 Stock Option Plan (filed herewith)
5 Opinion of Alston & Bird LLP as to the legality of the securities
to be issued (filed herewith)
23.1 Consent of Alston & Bird LLP (contained in its opinion filed
herewith as Exhibit 5 and incorporated herein by reference)
23.2 Consent of Ernst & Young LLP (filed herewith)
24.1 Power of Attorney (found in Part II on Page II-3)
Item 9. Undertakings.
The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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 the 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 purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 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 Articles of Incorporation or Bylaws of the
Registrant 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 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 the 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.
<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 Tampa, and the State of Florida on this 27th day
of October, 1998.
TROPICAL SPORTSWEAR INT'L CORPORATION
By: /s/ N. Larry McPherson
N. LARRY McPHERSON
Executive Vice President and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
WILLIAM W. COMPTON and MICHAEL KAGAN and each of them individually, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any and all Registration Statements filed
pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
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
<S> <C> <C>
s/s William W. Compton Chairman of the Board, Chief Executive October 27, 1998
William W. Compton Officer, and Director (Principal
Executive Officer)
s/s Michael Kagan Executive Vice President, Chief October 27, 1998
Michael Kagan Financial Officer, Secretary and Director
s/s Eloy S. Vallina-Laguera Director October 27, 1998
Eloy S. Vallina-Laguera
s/s Jesus Alvarez-Morodo Director October 27, 1998
Jesus Alvarez-Morodo
s/s Leslie J. Gillock Director October 27, 1998
Leslie J. Gillock
s/s Donald H. Livingston Director October 27, 1998
Donald H. Livingstone
s/s Leon H. Reinhart Director October 27, 1998
Leon H. Reinhart
s/s Richard C. Allender Director October 27, 1998
Richard C. Allender
s/s Charles J. Smith Director October 27, 1998
Charles J. Smith
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Description
4.1 Apparel International Group, Inc. 1996 Stock Option Plan (filed
as Exhibit 10.9 to the Registrant's Registration Statement on
Form S-1 (No. 333-33729), and incorporated herein by reference)
4.2 Form of Apparel International Group, Inc. Stock Option Agreement
for 1996 Stock Option Plan (filed herewith)
5 Opinion of Alston & Bird LLP as to the legality of the securities
to be issued (filed herewith)
23.1 Consent of Alston & Bird LLP (contained in its opinion filed
herewith as Exhibit 5 and incorporated herein by reference)
23.2 Consent of Ernst & Young LLP (filed herewith)
24.1 Power of Attorney (found in Part II on Page II-3)
Exhibit 4.2
TROPICAL SPORTSWEAR INT'L CORPORATION
STOCK OPTION AGREEMENT
FOR 1996 STOCK OPTION PLAN
This Stock Option Agreement ("Option Agreement") is entered into as of
the ______ day of ____________, 19__, by and between Tropical Sportswear Int'l
Corporation, a Florida corporation (the "Corporation"), and
______________________, an employee of the Corporation or one of its
subsidiaries (the "Optionee").
WHEREAS, the board of directors of the Corporation (the "Board") has
duly adopted that certain 1996 Stock Option Plan (the "Plan"), which authorizes
the Corporation to grant to eligible individuals options for the purchase of
shares of common stock, par value $.01 per share, of the Corporation (the
"Stock"); and
WHEREAS, the Corporation has determined that it is desirable and in its
best interests to grant to the Optionee, pursuant to the Plan, an option to
purchase a certain number of shares of Stock in order to provide the Optionee
with an incentive to advance the interests of the Corporation and its
subsidiaries, all according to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Grant of Option. Subject to the terms of the Plan (attached hereto
as Exhibit A, the terms of which are incorporated herein by this reference), the
Corporation hereby grants to the Optionee the right and option (the "Option") to
purchase from the Corporation, on the terms and subject to the conditions set
forth herein and in the Plan, ________ shares of Stock. The Option shall
constitute an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), to the fullest extent
permissible thereunder, taking into account such Option and any other incentive
stock options issued to the Optionee under the Plan and all other plans of the
Optionee's employer corporation and its parent and subsidiary corporations
within the meaning of Section 422(d) of the Code, in the order in which the
Option issued hereunder and any such other incentive stock options were granted.
Any portion of the Option issued hereunder which is not treated as an incentive
stock option shall be treated as a nonqualified stock option. The date of grant
of the Option is _____________ (the "Grant Date"), the date on which the grant
of the Option was approved in accordance with the terms and conditions of the
Plan.
2. Price. The purchase price (the "Option Price") for the shares of
Stock subject to the Option granted by this Option Agreement is $________ per
share.
3. Exercise of Option. Except as otherwise provided herein and in the
Plan, the Option granted pursuant to this Option Agreement shall be subject to
exercise as follows:
a. Time of Exercise of Option. The Optionee may exercise the
Option (subject to the limitations on exercise set forth in Section 3(c)
hereof), in whole or in part, as follows: (i) the Option may not be exercised to
any extent prior to one year following the Grant Date; and (ii) the Option may
be exercised to the extent of 33-1/3% of the shares of Stock specified in
Section 1 hereof after one year following the Grant Date and may be exercised to
the extent of 33-1/3% of the shares of Stock specified in Section 1 hereof after
each of the second and third years following the Grant Date.
b. Termination of Employment, Death or Disability. In the
event of the death, disability or other termination of employment of the
Optionee, the Option shall be exercisable to the extent provided in Section 5 of
the Plan.
c. Limitations on Exercise of Option. If the Optionee owned
capital stock of the Company possessing more than 10% of the total combined
voting power or value of all classes of capital stock of the Company as of the
Grant Date (a "10% Shareholder"), then in no event may the Option be exercised,
in whole or in part, after five (5) years following the Grant Date. If the
Optionee is not a 10% Shareholder, then in no event may the Option be exercised,
in whole or in part, after ten (10) years following the Grant Date. In no event
may the Option be exercised for a fractional share.
4. Method of Exercise of Option. The method of exercise of the
Option is set forth in Section 7 of the Plan.
5. Effect of Changes in Capitalization. Section 6 of the Plan shall
apply to the Option.
6. Withholding of Taxes. The parties hereto recognize that the
Corporation or any subsidiary thereof may be obligated to withhold federal and
local income taxes and Social Security taxes to the extent that the Optionee
realizes ordinary income in connection with the exercise of the Option or in
connection with certain dispositions of any shares of Stock acquired by exercise
of the Option. The Optionee agrees that the Corporation or any subsidiary
thereof may withhold amounts needed to cover such taxes from payments otherwise
due and owing to the Optionee, and also agrees that upon demand the Optionee
will promptly pay to the Corporation or any subsidiary thereof having such
obligation any additional amounts as may be necessary to satisfy such
withholding tax obligation. Such payment shall be made, in cash or by certified
check payable to the order of the Corporation or a subsidiary thereof. With the
prior approval of the Corporation, however, which may be withheld by the
Corporation in its sole discretion, the Optionee may elect to satisfy such
obligations, in whole or in part, (a) by causing the Corporation to withhold
shares of Stock otherwise issuable pursuant to the exercise of the Option or (b)
by delivering to the Corporation shares of Stock already owned by the Optionee.
The shares so delivered or withheld shall have a fair market value equal to such
withholding obligations. The fair market value of the shares used to satisfy
such withholding obligation shall be determined by the Corporation in accordance
with the Plan as of the date that the amount of tax to be withheld is to be
determined.
7. Delivery of Shares. Shares of Stock purchased by the Optionee upon
the partial or complete exercise of the Option shall be delivered to the
Optionee upon notice of issuance given by the Corporation to its transfer agent.
8. Interpretation of this Option Agreement. In the event that there is
any inconsistency between the provisions of this Option Agreement and of the
Plan, the provisions of the Plan shall govern.
9. Governing Law. This Option Agreement is executed pursuant to and
shall be governed by the internal laws of the State of Florida without reference
to the conflict of law principles thereof.
10. Notice. Any notice hereunder by the Optionee to the Corporation
shall be in writing and shall be deemed duly given: (i) when mailed or delivered
to the Corporation at its principal office, addressed to the attention of the
Board, or if so mailed or delivered to such other address as the Corporation may
hereafter designate by notice to the Optionee; or (ii) when sent by facsimile,
telecopy, telex or other form of written electronic transmission, upon
confirmation of receipt thereof by the Corporation. Any notice or delivery
hereunder by the Corporation or its transfer agent to the Optionee shall be in
writing and shall be deemed duly given: (i) when mailed or delivered to the
Optionee at the address specified below by the Optionee for such purpose, or if
so mailed or delivered to such other address as the Optionee may hereafter
designate by written notice given to the Corporation; or (ii) when sent by
facsimile, telecopy, telex or other form of written electronic transmission,
upon confirmation of receipt thereof by the Optionee.
11. Entire Agreement. This Option Agreement (including Exhibit A
hereto) constitutes the entire agreement and supersedes all prior understandings
and agreements, written or oral, of the parties hereto with respect to the
subject matter hereof. Neither this Option Agreement nor any term hereof may be
amended, waived, discharged or terminated except by a written instrument signed
by the Corporation and the Optionee; provided, however, that the Corporation
unilaterally may waive any provision hereof in writing to the extent that such
waiver does not adversely affect the interests of the Optionee hereunder or
otherwise cause the Option granted hereunder not to quality as an "incentive
stock option" within the meaning of Section 422 of the Code (if applicable), but
no such waiver shall operate as or be construed to be a subsequent waiver of the
same provision or a waiver of any other provision hereof.
12. Successors and Assigns. This Option Agreement shall be binding
upon, inure to the benefit of, and be enforceable by the respective successors,
personal representatives and permitted assigns of the parties hereto.
13. Counterparts. This Option Agreement may be executed in one or more
counterparts, each of which shall constitute an original, but all of which
together shall be one and the same instrument.
14. Facsimile Signature. This Option Agreement may be executed by
either of the parties (the "Originating Party") and transmitted to the other
party (the "Receiving Party") by facsimile, telecopy, telex or other form of
written electronic transmission, and, upon confirmation of receipt thereof by
the Receiving Party, this Option Agreement shall be deemed to have been duly
executed by the Originating Party. Upon the request of the Receiving Party, the
Originating Party shall provide the Receiving Party with an executed duplicate
original of this Option Agreement.
15. Tax Consequences. The Optionee should consult his or her tax
adviser regarding the tax consequences relating to the Option, including the
exercise of the Option and the sale of the stock purchased upon such exercise,
and the Corporation makes no representations regarding such tax consequences nor
the ability for the Option or any part thereof to constitute an incentive stock
option within the meaning of Section 422 of the Code.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Stock
Option Agreement, or caused this Stock Option Agreement to be duly executed on
their behalf, as of the day and year first above written.
TROPICAL SPORTSWEAR
INT'L CORPORATION
By:
Name: N. Larry McPherson
Title: Executive Vice President of
Finance and Operations
OPTIONEE:
(Signature)
ADDRESS FOR NOTICE
TO OPTIONEE:
Name
Street
City State Zip Code
Exhibit 5
October 30, 1998
Tropical Sportswear Int'l Corporation
4902 West Waters Avenue
Tampa, Florida 33634-1302
Re: Form S-8 Registration Statement
Apparel International Group, Inc. 1996 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel for Tropical Sportswear Int'l Corporation, a
Florida corporation (the "Corporation"), in connection with the referenced
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Corporation with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, and covering 60,000 shares of the
Corporation's common stock, $0.01 par value ("Common Stock"), that may be issued
pursuant to the Apparel International Group, Inc. 1996 Stock Option Plan (the
"Plan"). This Opinion Letter is rendered pursuant to Item 8 of Form S-8 and Item
601(b)(5) of Regulation S-K.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as we
have deemed appropriate as a basis for the opinions hereinafter set forth.
Based upon the foregoing, it is our opinion that the 60,000 shares of
Common Stock covered by the Registration Statement and to be issued pursuant to
the Plan, when issued in accordance with the terms and conditions of the Plan,
will be legally and validly issued, fully paid and nonassessable.
We are licensed to practice law in the State of Georgia and express no
opinion as to any laws other than those of the State of Georgia and the federal
laws of the United States. To the extent that the opinions expressed herein
relate to the laws of any jurisdiction other than the above stated laws, we have
assumed, with your permission and without any independent investigation, that
the laws of such other jurisdiction are identical to the laws of the State of
Georgia.
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & Bird LLP
By: s/s Alston & Bird LLP
Exhibit 23.2
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Apparel International Group, Inc. 1996 Stock Option Plan
of our report dated November 5, 1997, with respect to the consolidated financial
statements and schedule of Tropical Sportswear Int'l Corporation included in its
Annual Report (Form 10-K) for the year ended September 27, 1997, filed with the
Securities and Exchange Commission.
Tampa, Florida
October 27, 1998
/s/ Ernst & Young LLP
