As filed with the Securities and Exchange Commission on July 20, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
incorporation or organization) Identification No.)
34 Englehard Avenue
Avenel, New Jersey 07001
(732) 382-2882
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Signal Apparel Company, Inc.
1999 Stock Incentive Plan
(Full title of the Plan)
Robert J. Powell, Esq.
Vice President, General Counsel and Secretary
Signal Apparel Company, Inc.
200 Manufacturers Road
Chattanooga, TN 37405
(423) 752-2048
(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 SunTrust Bank Building
Chattanooga, Tennessee 37402
(423) 265-8881
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
maximum maximum
Title of each class of Amount to offering price aggregate Amount of
securities to be registered be registered(1) per unit(2) offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 5,000,000 shs. $1.125 $5,625,000 $1563.75
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</TABLE>
(1) This figure represents the aggregate number of shares of Common Stock being
registered hereby for issuance pursuant to the 1999 Stock Incentive Plan
(the "Plan") of Signal Apparel Company, Inc. There are also registered an
undetermined number of additional shares of Common Stock that may become
available for issuance in accordance with the provisions of the Plan in the
event of certain changes in the outstanding shares of Common Stock or in
the capital structure of the Company, including a stock dividend or stock
split.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Securities Act Rule 457(c) and based on the average of the
high and low prices reported for the Common Stock on July 13, 1999 on the
New York Stock Exchange.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating officers and employees as specified by
Rule 428(b)(1) of the Securities Act of 1933. The documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II below, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement,
and specifically made a part hereof, the following documents heretofore filed by
Signal Apparel Company, Inc. (Commission File No. 1-2782) with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934:
(1) the Company's Notification of Late Filing on Form 12b-25 dated March 31,
1999;
(2) the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998;
(3) Amendment No. 1 on Form 10-K/A to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998;
(4) the Company's Notification of Late Filing on Form 12b-25 dated May 17,
1999;
(5) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
April 3, 1999;
(6) the Company's Amendment No. 1 on Form 10-Q/A to its Quarterly Report on
Form 10-Q for the fiscal quarter ended April 3, 1999;
(7) the Company's Current Reports on Form 8-K dated March 3, 1999 and March 22,
1999 (as well as Amendment No. 1 on Form 8-K/A to the report dated March
22, 1999); and
(8) the description of the Company's common stock set forth in the Company's
registration statement filed pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any amendment or
report filed for the purpose of updating any such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the effective date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all the securities offered hereby have been sold, or
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deregistering all such securities then remaining unsold, shall be deemed to be
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 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 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.
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 opinion of the Securities and Exchange
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Commission such indemnification would be against public policy as expressed in
the Securities Act and is, therefore, unenforceable.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Signal Apparel Company, Inc. 1999 Stock Incentive Plan (attached as
Annex II to the Proxy Statement for the Registrant's Annual Meeting of
Shareholders held January 27, 1999, previously filed with the
Commission and incorporated herein by reference).
5.1 Opinion of Witt, Gaither & Whitaker, P.C., counsel to the Registrant.
23.1 Consent of Witt, Gaither & Whitaker, P.C.(included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
24 Powers of Attorney (included in Signatures page of this Registration
Statement).
Item 9. 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;
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
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in periodic reports filed 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 6 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 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 Chattanooga, State of Tennessee on June 30, 1999.
SIGNAL APPAREL COMPANY, INC.
By /s/ Robert J. Powell
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Robert J. Powell
Secretary
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 Howard Weinberg 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.
/s/ Stephen Walsh
- ---------------------------- Chairman of the Board June 30, 1999
Stephen Walsh and Director
/s/ Thomas A. McFall
- ---------------------------- Chief Executive Officer June 30, 1999
Thomas A. McFall and Director
/s/ Howard Weinberg
- ---------------------------- Chief Financial Officer June 30, 1999
Howard Weinberg (Chief Accounting Officer)
and Director
/s/ Henry L. Aaron
- ---------------------------- Director June 30, 1999
Henry L. Aaron
- ---------------------------- Director , 1999
Zvi Ben-Haim
/s/ Barry Cohen
- ---------------------------- Director June 30, 1999
Barry Cohen
/s/ Paul R. Greenwood
- ---------------------------- Director June 30, 1999
Paul R. Greenwood
/s/ John W. Prutch
- ---------------------------- President and Director June 30, 1999
John W. Prutch
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July 2, 1999
Board of Directors
Signal Apparel Company, Inc.
34 Englehard Avenue
Avenel, NJ 07001
Gentlemen:
You have requested our opinion concerning certain matters in connection with the
Registration Statement on Form S-8 (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 offer and sale by the Company of up to 5,000,000 shares of the
Company's Common Stock, $.01 par value per share ("Common Stock") to certain
employees under the Company's 1999 Stock Incentive Plan (the "Plan").
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.
2. The adoption of the Plan, the reservation of up to 5,000,000 shares of the
Company's Common Stock for issuance in accordance with the Plan, and the
issuance of such shares of Common Stock to participants who receive awards
under the Plan in accordance with its terms, have been duly authorized and
approved by the Company's Board of Directors and by the Company's
shareholders.
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Board of Directors
Signal Apparel Company, Inc.
July 2, 1999
Page 2
3. The issuance of up to 5,000,000 shares of Common Stock which are the
subject of the Registration Statement to participants in the Plan, in
accordance with the terms of the Plan, 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 to be delivered to Plan participants pursuant
to the Registration Statement.
WITT, GAITHER & WHITAKER, P.C.
/s/ Steven R. Barrett
--------------------------------
By: Steven R. Barrett
CONSENT OF INDIPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 26, 1999
(except for the matter discussed in last paragraph of Note 11, as to which the
date is April 12, 1999), included in Signal Apparel Company, Inc.'s Form 10-K
for the year ended December 31, 1998, and to all references to our firm included
in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chattanooga, Tennessee
July 12, 1999
