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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 19, 1998
REGISTRATION NO. 333-65851
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIGNAL APPAREL COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
INDIANA 62-0641635
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
200 MANUFACTURERS ROAD
P.O. BOX 4296
CHATTANOOGA, TENNESSEE 37405
(423) 266-2175
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROBERT J. POWELL, ESQ.
VICE PRESIDENT OF INTERNATIONAL & LICENSING, GENERAL COUNSEL AND SECRETARY
SIGNAL APPAREL COMPANY, INC.
200 MANUFACTURERS ROAD, CHATTANOOGA, TENNESSEE 37405
(423) 266-2175
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH COPY TO:
STEVEN R. BARRETT, ESQ.
WITT, GAITHER & WHITAKER, P.C.
1100 AMERICAN NATIONAL BANK BUILDING, CHATTANOOGA, TENNESSEE 37402
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement as determined by
market conditions.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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 the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value................. $21,105,904 $2.00 $21,105,904 $6,226
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 (c) on the basis of the average of the high and low reported
sales prices on the New York Stock Exchange on October 14, 1998.
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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred by the
Company in connection with the issuance and distribution of the securities
being registered, other than brokers' discounts or commissions to be paid by
the selling stockholders. All of the amounts shown are estimates, except the
applicable Securities and Exchange Commission registration fee and the NYSE
filing fee.
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<S> <C>
SEC Registration Fee................................................ $ 6,226
New York Stock Exchange Listing Fee................................. 36,935
Printing, engraving and postage expenses............................ 10,000
Legal fees and expenses............................................. 16,000
Accounting fees and expenses........................................ 6,000
Blue Sky fees and expenses, including counsel fees.................. 1,500
Miscellaneous expenses.............................................. 2,000
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Total............................................................. $78,661
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eighth of the Company's Restated Articles of Incorporation, as amended
(the "ARTICLES") governs indemnification and insurance of the Company's
directors, officers, employees and agents. Paragraph (a) of such Article
provides that each person who was or is made a party to or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "PROCEEDING"), by reason of
the fact that he, or a person of whom he is the legal representative, is or was
a director or officer of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of
a partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such Proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Company to the fullest
extent authorized by the Indiana Business Corporation Law (the "IBCL"), as the
same exists as of the date of adoption of the Articles or as later amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than the IBCL
permitted the Company to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties, and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his heirs,
executors and administrators. However, except as provided in the Articles with
respect to the right of a claimant to bring suit to enforce the indemnification
rights provided under the Articles, the Company shall indemnify any such person
seeking indemnification in connection with a Proceeding (or part thereof)
initiated by such person only if such Proceeding (or part thereof) was
authorized by the Company's Board of Directors. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company, the Company has been
informed that in the
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opinion of the Securities and Exchange Commission such indemnification would be
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 16. EXHIBITS.
(1) Listing of Exhibits incorporated by reference (Commission File No. 1-2782):
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<C> <S>
(3.1) Restated Articles of Incorporation of Signal Apparel Company, Inc.,
as amended through September 17, 1998. Incorporated by reference to
Exhibit (3.1) to the Company's Current Report on Form 8-K dated
September 17, 1998.
(5.1) Opinion of Witt, Gaither & Whitaker, P.C.
(10.1) Convertible Preferred Stock Purchase Agreement dated September 17,
1998. Incorporated by reference to Exhibit (10.1) to the Company's
Current Report on Form 8-K dated September 17, 1998.
(10.2) Registration Rights Agreement dated September 17, 1998, among
Signal Apparel Company, Inc., and the purchasers of the Company's
5% Convertible Preferred Stock, Series G1. Incorporated by
reference to Exhibit (10.2) to the Company's Current Report on Form
8-K dated September 17, 1998.
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(2) Listing of Exhibits filed herewith:
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<C> <S>
(5.1) Opinion of Witt, Gaither & Whitaker, P.C.
(23.1) Consent of Witt, Gaither & Whitaker, P.C. (included in Exhibit
(5.1)).
*(23.2) Consent of Arthur Andersen LLP
*(24) Power of Attorney (included in Signatures page of this
Registration Statement).
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*Previously filed
ITEM 17. UNDERTAKINGS.
I. 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 the
Registration Statement; and
(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;
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provided, however, that the Registrant need not file a post-effective amendment
to include the information required to be included by subsection (i) or (ii)
above if such information 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, which are incorporated by
reference in the Registration Statement; and
(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; and
(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.
II. 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
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.
III. 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 provisions described under Item 15 above, 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 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 Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING THIS AMENDMENT NO. 1 TO FORM S-3 AND HAS DULY CAUSED
THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHATTANOOGA, STATE OF TENNESSEE ON
OCTOBER 19, 1998.
Signal Apparel Company, Inc.
/s/ Robert J. Powell
By: _________________________________
ROBERT J. POWELL
SECRETARY
POWER OF ATTORNEY
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
DATE INDICATED. EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY AUTHORIZES AND
APPOINTS JOHN W. PRUTCH AND ROBERT J. POWELL, AND EACH OF THEM, AS ATTORNEYS-
IN-FACT, TO SIGN ON HIS BEHALF INDIVIDUALLY AND IN THE CAPACITY DESIGNATED
BELOW, AND TO FILE, ANY AMENDMENTS, INCLUDING POST EFFECTIVE AMENDMENTS, TO
THIS REGISTRATION STATEMENT.
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SIGNATURE TITLE DATE
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/s/ Robert J. Powell, For Chairman of the Board, October 19, 1998
______________________________________ Chief Executive Officer
STEPHEN WALSH and Director
/s/ Robert J. Powell, For Chief Executive Officer October 19, 1998
______________________________________ and Director
THOMAS A. MCFALL
/s/ Robert J. Powell, For Chief Financial Officer October 19, 1998
______________________________________ (Chief Accounting Officer)
HOWARD WEINBERG
Director October , 1998
______________________________________
HENRY L. AARON
Director October , 1998
______________________________________
BARRY COHEN
/s/ Robert J. Powell, For Director October 19, 1998
______________________________________
JACOB I. FEIGENBAUM
Director October , 1998
______________________________________
PAUL R. GREENWOOD
/s/ Robert J. Powell, For President and Director October 19, 1998
______________________________________
JOHN W. PRUTCH
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[LETTERHEAD OF WITT, GAITHER & WHITAKER, P.C. APPEARS HERE]
October 16, 1998
Board of Directors
Signal Apparel Company, Inc.
200 Manufacturers Road
Chattanooga, TN 37405
Gentlemen:
You have requested our opinion concerning certain matters in connection with the
Registration Statement on Form S-3 (the "Registration Statement") to be filed by
Signal Apparel Company, Inc. (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the resale by the selling shareholders specified therein of up to
10,552,952 shares of the Company's Common Stock, $.01 par value per shares
("Common Stock") issued or issuable (i) to certain selling shareholders who are
also affiliates of the Company upon the exercise of certain warrants or (ii) to
certain selling shareholders who are institutional investors which received or
may receive their shares of Common Stock through (A) the conversion of shares of
the Company's 5% Series G1 or 5% Series G2 Convertible Preferred Stock, (B) the
payment of dividends on such preferred stock (which the Company may elect to pay
in Common Stock) or (C) the exercise of warrants which they received for
investing in such preferred stock.
In connection with the following opinions, we have examined and have relied upon
such documents, records, certificates, statements and instruments as we have
deemed necessary and appropriate to render the opinions herein set forth. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, it is our opinion that:
1. The Company is duly incorporated and validly existing under the laws of the
State of Indiana.
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Board of Directors
Signal Apparel Company, Inc.
October 16, 1998
Page 2
2. The issuance of the shares of Common Stock which are the subject of the
Registration Statement in accordance (as applicable) with the terms of
either (i) the Warrants issued to the selling shareholders who are
affiliates of the Company or (ii) the terms of (A) that certain Convertible
Preferred Stock Purchase Agreement dated September 17, 1998 among the
Company and the selling shareholders who are institutional investors,
concerning the Company's issuance and sale to such investors of shares of
the Company's 5% Series G1 Convertible Preferred Stock, no par value and the
Company's 5% Series G2 Convertible Preferred Stock, no par value and (B) the
Certificates of Designation of 5% Series G1 Convertible Preferred Stock and
5% Series G2 Convertible Preferred Stock of the Company, will result in such
shares being duly authorized, legally and validly issued, fully paid and
non-assessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Opinions" in the Prospectus forming a part of the Registration Statement.
WITT, GAITHER & WHITAKER, P.C.
/s/ Steven R. Barrrett
________________________________
By: Steven R. Barrett
