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As filed with the Securities and Exchange Commission on March 5, 1999
Registration No. 33-18250
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 4 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. 1987 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. 33-18250) 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, are incorporated 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 10-K/A dated August 10, 1998; and
(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. 1987 Stock Option Plan. (2)
5 Opinion of Truman Bodden & Company. (3)
23.1 Consent of Independent Auditors, Ernst & Young LLP. (3)
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 Statement and
incorporated herein by reference.
(2) Filed as Exhibit 4(b) to FTL-Delaware's Registration Statement on Form S-8
filed on November 2, 1987.
(3) 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
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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
Senior Vice President Finance and Acting Chief
Financial Officer (Principal Financial and
/s/ G. William Newton Accounting Officer)
- ------------------------------------------------------
G. William Newton
* 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
Exhibit
Number Description
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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)
5 Opinion of Truman Bodden & Company. (3)
23.1 Consent of Independent Auditors, Ernst & Young LLP. (3)
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 Statement and
incorporated herein by reference.
(2) Filed as Exhibit 4(b) to FTL-Delaware's Registration Statement on Form S-8
filed on November 2, 1987.
(3) 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. 33-18250) 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. 1987 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. 4 to the Registration Statement (Form S-8 No.
33-18250) pertaining to the Fruit of the Loom, Inc. 1987 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
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Ernst & Young LLP
Chicago, Illinois
March 4, 1999
