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As filed with the Securities and Exchange Commission on March 5, 1999
Registration No. 33-50499
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FRUIT OF THE LOOM, LTD.
(Exact Name of Registrant as specified in its Charter)
CAYMAN ISLANDS NONE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 31311 SMB
Safehaven Corporate Center
Grand Cayman, Cayman Islands, BWI
(345) 949-6690
(Address of principal executive offices including zip code)
FRUIT OF THE LOOM, INC. DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
John J. Ray III
Vice President and Secretary
Fruit of the Loom, Ltd.,
5000 SEARS TOWER
Chicago, Illinois 60606
(312) 876-1724
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Howard S. Lanznar, Esq., P.C.
Katten Muchin & Zavis
525 West Monroe Street
Chicago, Illinois 60661
(312) 902-5200
This Post-Effective Amendment is being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "Securities Act"), by Fruit of the
Loom, Ltd., a Cayman Islands company ("FTL-Cayman" or the "Company"), as
successor to Fruit of the Loom, Inc., a Delaware corporation ("FTL-Delaware").
FTL-Cayman hereby expressly adopts the Registration Statement on Form S-8 (File
No. 33-50499) as its own Registration Statement for all purposes of the
Securities Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
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PART I
INFORMATION REQUIRED IN PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to employees as
specified by Rule 428(b)(1). Such documents are not required to be and are not
filed with the Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission, a
reincorporated herein by reference and made a part hereof:
(i) The Annual Report on Form 10-K for the year ended December 31,
1997 of FTL-Delaware as amended on Form 10K/A dated August 10, 1998;
(ii) The Quarterly Report on Form 10-Q for the quarter ended September
26, 1998 of FTL-Delaware; and
(iii) The Quarterly Report on Form 10-Q for the quarter ended June 27,
1998 of FTL-Delaware; and
(iv) The Quarterly Report on Form 10-Q for the quarter ended March 28,
1998 of FTL-Delaware; and
(v) The Current Reports on Form 8-K dated February 11, 1998, February
12, 1998, July 24, 1998, February 17, 1999 and March 4, 1999 and on Form 8-K/A
dated February 23, 1998 of FTL-Delaware; and
(vi) The description of the Company's Class A Ordinary Shares, par
value $.01 per share ("Class A Shares") contained in the Company's Registration
Statement on Form S-4 (Registration No. 333-46007) filed on February 10, 1998
and all amendments thereto (the "S-4 Registration Statement"); and
(vii) The S-4 Registration Statement.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference 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 therein or in any subsequently
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filed document which also is or is deemed to be incorporated by reference
herein 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.
The Company hereby undertakes to provide without charge to each person
who has received a copy of the prospectus to which this Registration Statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference).
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Cayman Islands company. Article 119 of the Company's
Amended and Restated Articles of Association, filed as Exhibit 3.3 to the S-4
Registration Statement, contains provisions with respect to indemnification of
the Company's officers and directors. Such provisions provide that the Company
shall indemnify, in accordance with and to the full extent now or hereafter
permitted by law, any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without
limitation, an action by or in the right of the Company), by reason of his
acting as a director, officer, employee or agent of, or his acting in any other
capacity for or on behalf of, the Company, against any liability or expense
actually and reasonably incurred by such person in respect thereof. The
Company shall also advance the expenses of defending any such act, suit or
proceeding in accordance with and to the full extent now or hereafter permitted
by law. Such indemnification and advancement of expenses are not exclusive of
any other right to indemnification or advancement of expenses provided by law
or otherwise. The Articles of Association also provide that except under
certain circumstances, directors of the Company shall not be personally liable
to the Company or its shareholders for monetary damages for breach of fiduciary
duties as a director.
The Companies Law (1995 Revision) of the Cayman Islands does not set
out any specific restrictions on the ability of a company to indemnify officers
or directors. However, the application of basic principles and certain
Commonwealth case law which is likely to be
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persuasive in the Cayman Islands would indicate that indemnification is
generally permissible except in the event that there had been fraud or wilful
default on the part of the officer or director or reckless disregard of his
duties and obligations to the Company.
The Company has purchased directors' and officers' liability insurance
covering certain liabilities incurred by its officers and directors and those
of its subsidiaries and affiliates in connection with the performance of their
duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as part of this
Registration Statement on Form S-8, including those incorporated by reference.
EXHIBIT
NUMBER DESCRIPTION
4.1 Amended and Restated Articles of Association of
FTL-Cayman. (1)
4.2 Amended and Restated Memorandum of Association of
FTL-Cayman. (1)
4.3 Form of Certificate for the Class A Shares. (1)
4.4 Fruit of the Loom, Inc. Directors' Stock Option Plan.
(2)
4.5 Form of the Option Agreement under the Fruit of the
Loom, Inc. Directors' Stock Option Plan. (3)
5 Opinion of Truman Bodden & Company. (4)
23.1 Consent of Independent Auditors, Ernst & Young LLP. (4)
23.2 Consent of Counsel (included in the Opinion of Truman
Bodden & Company in Exhibit 5 hereto).
24 Power of Attorney
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(1) Previously filed as an exhibit to the S-4 Registration and incorporated
herein by reference.
(2) Filed as Exhibit A to FTL-Delaware's Proxy Statement for its Annual
Meeting of Stockholders held on May 18, 1993.
(3) Filed as Exhibit 4.2 to FTL-Delaware's Registration Statement on Form
S-8 filed on October 1, 1993.
(4) Filed herewith.
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ITEM 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) 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;
(ii) To reflect is 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;
(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 paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in a periodic report filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under 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 that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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.
2. The Company hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Company'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.
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3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company and subsidiary companies pursuant to the foregoing provisions, or
otherwise, the Company has been informed that in the opinion of the 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 of by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 the Company 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 the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Chicago, and State of Illinois on this 2nd day of
March, 1999.
FRUIT OF THE LOOM, LTD.
By: /s/ G. William Newton
----------------------------------------
G. William Newton, Senior Vice President
Finance and Acting Chief Financial Officer
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman of the Board and Chief Executive Officer
- ------------------------- (Principal Executive Officer) and Director
William Farley
/s/ G. William Newton Senior Vice President Finance and Acting Chief
- ------------------------- Financial Officer (Principal Financial and Accounting
G. William Newton Officer)
*
- ------------------------- Director
Omar Z. Al Askari
*
- ------------------------- Director
Dennis S. Bookshester
*
- ------------------------- Director
Henry A. Johnson
*
- ------------------------- Director
A. Lorne Weil
*
- ------------------------- Director
Sir Brian G. Wolfson
- ------------------------- Director
Mark A. McCormack
By: /s/ Howard S. Lanznar
----------------------
Howard S. Lanznar
Attorney-in-fact
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Amended and Restated Articles of Association of FTL-Cayman. (1)
4.2 Amended and Restated Memorandum of Association of FTL-Cayman. (1)
4.3 Form of Certificate for the Class A Shares. (1)
4.4 Fruit of the Loom, Inc. 1987 Stock Option Plan. (2)
4.5 Form of the Option Agreement under the Fruit of the Loom, Inc.
Directors' Stock Option Plan. (3)
5 Opinion of Truman Bodden & Company. (4)
23.1 Consent of Independent Auditors, Ernst & Young LLP. (4)
23.2 Consent of Counsel (included in the Opinion of Truman Bodden &
Company in Exhibit 5 hereto).
24 Power of Attorney
</TABLE>
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(1) Previously filed as an exhibit to the S-4 Registration and incorporated
herein by reference.
(2) Filed as Exhibit A to FTL-Delaware=s Proxy Statement for its Annual
Meeting of Stockholders held on May 18, 1993.
(3) Filed as Exhibit 4.2 to FTL-Delaware's Registration Statement on Form S-8
filed on October 1, 1993.
(4) Filed herewith.
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EXHIBIT 5
March 4, 1999
Fruit of the Loom, Ltd.
P.O. Box 31311 SMB
Safehaven Corporate Centre
Grand Cayman
Cayman Islands
Dear Sirs:
This opinion is delivered in connection with the Registration Statement on
Form S-8 (the "REGISTRATION STATEMENT") (No. 333-38953) filed with the
Securities and Exchange Commission by Fruit of the Loom, Ltd., a Cayman Islands'
company ("FTL-CAYMAN") under the Securities Act of 1933, as amended (the "ACT"),
relating to the Class A ordinary shares, par value $.01 per share, in the
capital of FTL-Cayman (the "CLASS A SHARES") issuable pursuant to FTL-Cayman's
Fruit of the Loom, Inc. Directors' Stock Option Plan (the "PLAN").
For the purposes of giving this opinion, we have examined the documents
listed in Schedule 1 hereto.
In giving this opinion we have relied upon the assumption set out in
Schedule 2 hereto.
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to
any laws other than the laws of the Cayman Islands in force and as interpreted
at the date hereof. Except as explicitly stated herein, we express no opinion
in relation to any representation or warranty contained in the documents nor
upon the commercial terms of the transactions contemplated by the documents.
Based upon the foregoing examinations and assumptions and upon such
searches as we have conducted and having regard to legal considerations which
we deem relevant, we are of the opinion that under the law of the Cayman
Islands the Class A Shares have been duly authorized and that the Class A
Shares when issued under the Plan, and in the manner and on the terms described
in the Registration Statement and the Plan will be in accordance with the
provisions of the Memorandum and Articles of Association of FTL-Cayman and the
same will be validly issued and fully paid and non-assessable.
This opinion is limited to the matters referred to herein and shall not be
construed as extending to any other matter or document not referred to herein.
This opinion is governed by and shall be construed in accordance with the laws
of the Cayman Islands.
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Fruit of the Loom, Ltd.
March 4, 1999
Page 2
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and all references to our name in the Registration
Statement including, without limitation, under the caption "Legal Matters" in
the prospectus forming a part of the Registration Statement.
Yours faithfully,
Truman Bodden & Company
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SCHEDULE 1
1. The Certificate of Incorporation of FTL-Cayman.
2. The Articles of Association of FTL-Cayman.
3. The Memorandum of Association of FTL-Cayman.
4. The Registration Statement.
5. The Agreement and Plan of Merger, dated as of 10th February, 1998 among
FTL-Delaware, FTL-Cayman and Sub.
6. Minutes of a meeting of the board of directors of FTL-Cayman held on 10th
February, 1998.
7. FTL-Cayman's Registration Statement S-4 (Registration No. 333-46007)
filed on 10th February, 1998 (and all amendments thereto) (the "S-4
REGISTRATION STATEMENT").
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SCHEDULE 2
1. The Amended and Restated Memorandum of Association and the Amended and
Restated Articles of Association in the form attached to the S-4
Registration Statement as Exhibit 3.4 and 3.3 respectively will be adopted
by Special Resolution of the shareholder(s) of FTL-Cayman prior to the
issue of the Class A Shares.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Fruit of the Loom, Ltd. Post
Effective Amendment No. 1 to the Registration Statement (Form S-8 No. 33-50499)
pertaining to the Fruit of the Loom, Inc. Directors' Stock Option Plan and in
the related Prospectus of our report dated February 12, 1998, with respect to
the consolidated financial statements and schedule of Fruit of the Loom, Inc.
included in its Annual Report (Form 10-K/A) for the year ended December 31,
1997, and our report dated February 9, 1998 with respect to the balance sheet of
Fruit of the Loom, Ltd. included in Amendment No. 2 to the Registration
Statement (Form S-4 No. 333-46007) of Fruit of the Loom, Ltd., both filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Chicago, Illinois
March 4, 1999
