As filed with the Securities and Exchange Commission on July 28, 2000
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------
TROPICAL SPORTSWEAR INT'L CORPORATION
(Exact Name of Issuer as Specified in its Charter)
Florida 59-3424305
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification
Number)
4902 West Waters Avenue
Tampa, Florida 33634-1302
(813) 249-4900
(Address, including zip code, and telephone number of
principal executive offices)
TROPICAL SPORTSWEAR INT'L CORPORATION
2000 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
N. LARRY McPHERSON
Senior Vice President and Treasurer
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)
Copy to:
STEPHEN A. OPLER
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
(404) 881-7000
-----------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
================================================================================
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
<CAPTION>
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered Offering Price Aggregate Registration Fee
Per Share (1) Offering Price (1)
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per 500,000 (2) $17.41 $8,705,000 $2,298
share
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
(1) Determined in accordance with Rule 457(h), the registration fee calculation
is based on the average of the high and low prices of a share of the
Registrant's Common Stock reported on the Nasdaq National Market on July
26, 2000.
(2) Amount to be registered includes 500,000 shares which may be granted to
participants under the Plan, plus such additional shares as may be issued
by reason of stock splits, stock dividends or similar transactions.
</TABLE>
<PAGE>
II-6
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The documents constituting Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.
(b) Upon written or oral request, Tropical Sportswear Int'l Corporation
(the "Company") will provide, without charge, the documents incorporated by
reference in Item 3 of Part II of this Registration Statement. The documents are
incorporated by reference in the Section 10(a) prospectus. The Company will also
provide, without charge, upon written or oral request, other documents requested
to be delivered to employees pursuant to Rule 428(b). Requests for the above
mentioned information should be directed to N. Larry McPherson at the address on
the cover of this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 000-23161) with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference and are deemed to be a part hereof from the
date of the filing of such documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
October 2, 1999.
(2) All other reports filed by the Company pursuant to Section 13
(a) or 15(d) of the Exchange Act since October 2, 1999.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement filed under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of updating such
description.
(4) All other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference 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.
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 Company's Articles of Incorporation and Bylaws provide that the
Company shall indemnify directors and executive officers to the fullest extent
now or hereafter permitted by the Florida Act. In addition, the Company may
enter into Indemnification Agreements with its directors and executive officers
in which the Company may agree to indemnify such persons to the fullest extent
now or hereafter permitted by the Florida Act.
The indemnification provided by the Florida Act, and the Company'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 Company 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
The exhibits listed in the Exhibit Index are filed as part of this
Registration Statement.
ITEM 9. UNDERTAKINGS
(a) 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 this 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 this
Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the registration statement is on Form S-3 or Form S-8, and 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 Section 15(d) of the Exchange Act 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 being 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.
(b) 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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
(c) 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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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, State of Florida, on July 26, 2000.
TROPICAL SPORTSWEAR INT'L CORPORATION
By: /s/ N. Larry McPherson
N. Larry McPherson
Senior Vice President and Treasurer
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints William W. Compton and Michael Kagan and each of
them (with full power in each to act alone), as his true and lawful
attorneys-in-fact and agents, 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 to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such 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 and about the premises, 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, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
Chairman of the Board, July 26, 2000
Chief Executive
/s/ William W. Compton Officer, and Director
---------------------------------- (Principal Executive Officer)
William W. Compton
Executive Vice President, July 26, 2000
Chief Financial Officer,
/s/ Michael Kagan Secretary and Director
---------------------------------- (Principal Financial and
Michael Kagan Accounting Officer)
Director July ___, 2000
-----------------------------------------------
Eloy S. Vallina-Laguera
/s/ Jesus Alvarez-Morodo Director July 26, 2000
-----------------------------------------------
Jesus Alvarez-Morodo
/s/ Leslie J. Gillock Director July 26, 2000
-----------------------------------------------
Leslie J. Gillock
/s/ Donald H. Livingstone Director July 26, 2000
-----------------------------------------------
Donald H. Livingstone
/s/ Leon H. Reinhart Director July 26, 2000
-----------------------------------------------
Leon H. Reinhart
/s/ Charles J. Smith Director July 26, 2000
-----------------------------------------------
Charles J. Smith
</TABLE>
<PAGE>
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
Tropical Sportswear Int'l Corporation
4902 West Waters Avenue
Tampa, Florida 33634-1302
(813) 249-4900
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
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 (contained in Part II)
99.1 Tropical Sportswear Int'l Corporation 2000 Long-Term
Incentive Plan (filed herewith)
