As filed with the Securities and Exchange Commission on May 11, 2000.
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GILDAN ACTIVEWEAR INC./
LES VETEMENTS DE SPORTS GILDAN INC.
(Exact Name of Registrant as Specified in Its Charter)
Canada
(State or Other Jurisdiction of Incorporation or Organization)
Not Applicable
(I.R.S. Employer Identification No.)
725 Montee de Liesse
Ville Saint-Laurent, Quebec
Canada, H4T 1P5
(Address of Principal Executive Offices)
Gildan Activewear Inc. Stock Option Plan
(Full Title of the Plan)
CT Corporation System
1633 Broadway
New York, New York 10019
(Name and Address of Agent For Service)
(212) 664-1666
Telephone Number, including Area Code, of Agent for Service
The Commission is requested to send copies of all communications to:
Gary I. Horowitz, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount To Price Offering Registration
To Be Registered Be Registered Per Share(1) Price(1) Fee
Class A Subordinate
Voting Shares,
without par value . . 1,384,444 $32.75 $45,340,541 $11,970
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(1) The price per share was estimated in accordance with Rule 457(c) and
(h)(1) under the Securities Act of 1933 for purposes of calculating the
registration fee. The proposed maximum offering price per share, the
proposed maximum aggregate offering price and the amount of the
registration fee are based on the reported average of the high and low
prices of the Registrant's Class A Subordinate Voting Shares on the New
York Stock Exchange on May 10, 2000.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by Gildan Activewear Inc. (the "Registrant") are hereby
incorporated in this Registration Statement by reference:
(a) The Registrant's Annual Report on Form 20-F for the fiscal year
ended October 3, 1999.
(b) The description of the Registrant's Class A Subordinate Voting
Shares contained in the Registrant's Registration Statement on
Form 8-A dated August 27, 1999, which incorporates by reference
the "Description of Share Capital" in the Registrant's
Registration Statement on Form F-1 (File No. 333-74609).
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "1934 Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part
hereof from the date of filing 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 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.
Ogilvy Renault is rendering an opinion regarding the validity of the
Class A Subordinate Voting Shares. Norman M. Steinberg, a director of the
Registrant, is a partner of Ogilvy Renault.
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Item 6. Indemnification of Directors and Officers.
The Administrative Resolutions of the Registrant provide as follows:
"Subject to the limitations contained in the Canada Business
Corporations Act, as amended, but without limit to the right of the
Corporation to indemnify any person under such Act or otherwise, the
Corporation shall indemnify a Director or Officer, a former Director
or former Officer, or a person who acts or acted at the Corporation's
request as the director or officer of a body corporate of which the
Corporation is or was a shareholder or creditor, and his heirs and
legal representatives against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by and in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by
reason of being or having been a Director or Officer of the
Corporation or of such body corporate, if (a) he acted honestly and
in good faith with a view to the best interest of the Corporation;
and (b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable
grounds for believing that his conduct was lawful."
The Canada Business Corporations Act (the "CBCA") provides that
directors and officers may be indemnified by the Registrant generally, as
follows:
"124.(1) Indemnification--Except in respect of an action by or on
behalf of the corporation or body corporate to procure a judgment in
its favour, a corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or a
person who acts or acted at the corporation's request as a director
or officer of a body corporate of which the corporation is or was a
shareholder or creditor, and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding
to which he is made a party by reason of being or having been a
director or officer of such corporation or body corporate if:
(a) he acted honestly and in good faith with a view to the best
interests of the corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was
lawful.
(2) Indemnification in derivative actions--A corporation may with
the approval of a court indemnify a person referred to in subsection
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(1) in respect of an action by or on behalf of the corporation or
body corporate to procure a judgment in its favour, to which he is
made a party by reason of being or having been a director or officer
of the corporation or body corporate, against all costs, charges and
expenses reasonably incurred by him in connection with such action if
he fulfills the conditions set out in paragraphs (1)(a) and (b).
(3) Indemnity as of right--Notwithstanding anything in this section,
a person referred to in subsection (1) is entitled to indemnity from
the corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defence of any
civil, criminal or administrative action or proceeding to which he is
made a party by reason of being or having been a director or officer
of the corporation or body corporate, if the person seeking
indemnity:
(a) was substantially successful on the merits in his defence
of the action or proceeding; and
(b) fulfills the conditions set out in paragraph (1)(a) and
(b)."
The Registrant maintains a Directors & Officers Indemnity Insurance
Policy, which indemnifies the Registrant's directors and officers for
wrongful acts. The Registrant's policy limits liability coverage to $50.0
million, is subject to a $50,000 general deductible (a $250,000 deductible
with respect to securities-related claims) and contains customary exclusions.
In addition, Daniel Laporte, a director of the Registrant, is covered by a
$5.0 million directors and officers liability insurance policy maintained by
Le Fonds de solidarite des travailleurs du Quebec (F.T.Q.).
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Number Description of Exhibits
4.1 Restated Certificate and Articles of
Incorporation, dated January 8, 1999
(incorporated by reference to Exhibit 3.1 to
Registration Statement on Form F-1 filed March
17, 1999 (File No. 333-74609))
4.2 By-Law One (incorporated by reference to Exhibit
3.2 to Registration Statement on Form F-1 filed
March 17, 1999 (File No. 333-74609))
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5 Opinion of Ogilvy Renault
23.1 Consent of KPMG, Chartered Accountants
23.2 Consent of Ogilvy Renault (contained in Exhibit
5)
24 Power of Attorney (included on the signature page
hereto)
99 Stock Option Plan
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 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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)(1)(i) and (a)(1)(ii) shall not
apply if 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
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Securities Exchange Act of 1934 that are incorporated by reference in
the 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
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.
(4) To file a post-effective amendment to the registration
statement to include any financial statements required by Rule 3-19 of
this chapter at the start of any delayed offering or throughout a
continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished,
provided that the registrant includes in the prospectus, by means of a
post-effective amendment, financial statements required pursuant to
this paragraph (4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date
of those financial statements.
(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 Securities Exchange Act of 1934 (and, where applicable, each filing of
any employee benefit plan's annual report pursuant to 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.
(h) 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
5
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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.
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 Montreal, province of Quebec,
Canada on this 10th day of May, 2000.
GILDAN ACTIVEWEAR INC.
By: /s/ Laurence G. Sellyn
Laurence G. Sellyn,
Executive Vice President,
Finance and Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints H. Gregory Chamandy and Eric
Doyon, and each of them individually, his true and lawful agent, proxy and
attorney-in-fact, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to (i) act on,
sign and file with the Securities and Exchange Commission any and all
amendments (including post-effective amendments) to this registration
statement together with all schedules and exhibits thereto, (ii) act on, sign
and file with the Securities and Exchange Commission any registration
statement relating to this registration statement with respect to the
registration of additional securities of the same class as the securities
registered pursuant to this registration statement relating to an employee
benefit plan, (iii) act on, sign and file with the Securities and Exchange
Commission any exhibits to this registration statement or any such
registration statement or amendments (including post-effective amendments),
(iv) act on, sign and file such certificates, instruments, agreements and
other documents as may be necessary or appropriate in connection therewith,
(v) act on and file any supplement to any prospectus included or incorporated
by reference in this registration statement or any such registration
statement or amendment and (vi) take any and all actions which may be
necessary or appropriate in connection therewith, granting unto such agents,
proxies and attorneys-in-fact, and each of them individually, full power and
authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agents, proxies and attorneys-in-fact, any of them or any of his or their
substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
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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 dates indicated.
Name Title Date
/s/ H. Gregory Chamandy
(H. Gregory Chamandy) Chairman of the Board and May 10, 2000
Chief Executive Officer
/s/ Laurence G. Sellyn
(Laurence G. Sellyn) Executive Vice President, Finance
and Chief Financial Officer May 10, 2000
/s/ Gregg Thomassin
(Gregg Thomassin) Corporate Controller May 10, 2000
/s/ Edwin B. Tisch
(Edwin B. Tisch) Director and Executive Vice May 10, 2000
President, Manufacturing
(Glenn J. Chamandy) Director, President and Chief May 10, 2000
Operating Officer
/s/ Robert M. Baylis
(Robert M. Baylis) Director May 10, 2000
/s/ William H. Houston III
(William H. Houston III) Director May 10, 2000
/s/ Daniel Laporte
(Daniel Laporte) Director May 10, 2000
/s/ Norman M. Steinberg
(Norman M. Steinberg) Director May 10, 2000
/s/ Richard P. Strubel
(Richard P. Strubel) Director May 10, 2000
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Authorized Representative in the United States:
Puglisi & Associates
By: /s/ Gregory F. Lavelle
Name: Gregory F. Lavelle
Vice President
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EXHIBIT 5
[LETTERHEAD OF OGILVY RENAULT]
May 9, 2000
Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Re: Registration Statement on Form S-8 Filed by
Gildan Activewear Inc. Relating to its Stock Option Plan
Ladies and Gentlemen:
We are counsel to Gildan Activewear Inc., a company incorporated under
the laws of Canada (hereinafter called the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "1933 Act"),
of the Class A Subordinate Voting Shares, without par value (the "Shares"),
of the Company issuable under the Gildan Activewear Inc. Stock Option Plan
(the "Plan").
For purposes of this opinion, we have examined originals or copies of
the Plan, the Restated Certificate and Articles of Incorporation of the
Company, and such other corporate documents and records of the Company as we
have deemed relevant and necessary as a basis for this opinion.
For purposes of this opinion we have assumed the genuineness of all
signatures on all documents and the completeness, and the conformity to
original documents, of all copies submitted to us and that all
representations of fact (other than those opined on below) expressed in or
implied by the documents are accurate.
On the basis of the foregoing, we are of the opinion that the
1,384,444 Shares of the Company, when issued upon the exercise of options
granted pursuant to the terms of the Plan, will be validly issued as fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the Plan.
Very truly yours,
/s/ Ogilvy Renault
<PAGE>
EXHIBIT 23.1
[KPMG LLP, Chartered Accountants Letterhead]
CONSENT OF INDEPENDENT AUDITORS
To the Board Of Directors
Gildan Activewear Inc.
We consent to the incorporation by reference into the Registration Statement
on Form S-8 of Gildan Activewear Inc. (the "Company") for the registration of
1,384,444 Class A Subordinate Voting Shares to be issued by the Company
pursuant to the Company's Stock Option Plan of our report dated December 7,
1999 with respect to the consolidated financial statements of the Company and
our report dated December 7, 1999 with respect to the supplementary
information of the Company, both incorporated by reference in the Company's
Form 20-F for the fiscal year ended October 3, 1999 filed with the U.S.
Securities and Exchange Commission, in each case, for the year ended October
3, 1999, October 4, 1998 and October 5, 1997.
/s/ KPMG LLP
Chartered Accountants
Montreal, Canada
May 10, 2000
<PAGE>
EXHIBIT 99
GILDAN ACTIVEWEAR INC.
STOCK OPTION PLAN
<PAGE>
TABLE OF CONTENTS
Page
SECTION 1 PURPOSES OF THE PLAN . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 3 GENERAL PROVISIONS OF THE PLAN . . . . . . . . . . . . . . . . 2
SECTION 4 GRANT OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 5 EXERCISE OF OPTIONS . . . . . . . . . . . . . . . . . . . . . 10
SECTION 6 EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . 10
SCHEDULE A - DEFINITION OF "CHANGE OF CONTROL" . . . . . . . . . . . . . . 11
SCHEDULE B -FORM OF NOTICE OF EXERCISE . . . . . . . . . . . . . . . . . . 13
SCHEDULE C -FORM OF OPTION AGREEMENT . . . . . . . . . . . . . . . . . . . 14
<PAGE>
SECTION 1 - PURPOSES OF THE PLAN
Purposes
The purposes of the GILDAN Stock Option Plan are to assist and
encourage officers, employees and non-employee directors of GILDAN
ACTIVEWEAR INC. (the "COMPANY") to work towards and participate in the
growth and development of the Company and to assist the Company in
attracting, retaining and motivating its officers, key employees and
non-employee directors.
SECTION 2 - DEFINITIONS
Definitions
For purposes of this Plan, the following terms shall have the
following meanings:
2.1 "Board" means the board of directors of the Company;
2.2 "Change of Control" has the meaning set forth in Schedule A
hereto;
2.3 "Company" means GILDAN ACTIVEWEAR INC. and its subsidiaries;
2.4 "Eligible Participant" means any officer, key employee or
non-employee director of the Company designated by the Board as
eligible to participate in the Plan;
2.5 "Exercise Price" means the price per Share at which Shares may
be subscribed for by an Optionee pursuant to a particular Option
Agreement;
2.6 "Expiry Date" means the date on which an Option expires pursuant
to the Option Agreement relating to that Option;
2.7 "Grant Date" means the date on which an Option is granted, which
date may be on or, if determined by the Board at the time of
grant, after the date that the Board resolves to grant the
Option;
2.8 "Notice of Exercise" means a notice, substantially in the form
of the notice set out in Schedule B to this Plan, from an
Optionee to the Company giving notice of the exercise or partial
exercise of an Option previously granted to the Optionee;
2.9 "Option" means an option to subscribe Shares granted to an
Eligible Participant pursuant to the terms of the Plan;
<PAGE>
2.10 "Option Agreement" means an agreement, substantially in the form
of the agreement set out in Schedule C to this Plan, between the
Company and an Eligible Participant setting out the terms of an
Option granted to the Eligible Participant:
2.11 "Optioned Shares" means the Shares that may be subscribed for by
an Optionee pursuant to a particular Option Agreement;
2.12 "Optionee" means an Eligible Participant to whom an Option has
been granted;
2.13 "Permanent Disability" shall mean incapacity due to a physical
or mental illness which is determined by the Company to cause a
permanent impairment in the ability of the Eligible Participant
to perform his or her duties as employee;
2.14 "Outstanding Issue" shall have the meaning, if any, set forth
under the rules and policies of the stock exchanges upon which
the Shares are then listed relating to Share Compensation
Arrangements based however, on a deemed conversion of all Class
B Multiple Voting Shares then issued and outstanding;
2.15 "Plan" means the GILDAN Stock Option Plan;
2.16 "Share Compensation Arrangement" means any stock option, stock
option plan, employee stock purchase plan or any other
compensation or incentive mechanism involving the issuance or
potential issuance of Shares;
2.17 "Shares" means Class A Subordinate Voting Shares of the Company.
SECTION 3 - GENERAL PROVISIONS OF THE PLAN
3.1 Administration
The Plan will be administered by the Board or, if determined by
the Board, by a compensation or human resources committee of the
Board consisting of not less than three directors, all of whom
shall be "outside" directors within the meaning of the corporate
governance guidelines of The Toronto Stock Exchange. If a
committee is appointed to administer the Plan, all reference in
this Plan to the Board will be deemed to be references to the
committee, with the exception that if a committee is appointed,
pursuant to this paragraph, to administer the Plan, approval of
the Board as to the number of Options granted and the number of
Shares subject to such Options will be required, and the Board
shall retain ultimate authority in connection with all decisions
made by the committee in the administration of the Plan.
3.2 Interpretation
The Board or committee, as the case may be, has full and
complete authority to interpret the Plan and to prescribe such
<PAGE>
rules and regulations and make such determinations as it deems
necessary or desirable for the administration of the Plan and
all such interpretations, determinations or other actions taken
by the Board (or committee, as the case may be) shall be final
and binding on the Corporation and each Eligible Participant and
conclusive for all purposes thereunder;
Words denoting the singular number include the plural and vice
versa and words denoting the masculine include the feminine.
3.3 Shares Reserved for the Plan
Subject to adjustment under section 4.9 and any applicable
limitations set forth at section 3.8, the maximum number of
Shares that are issuable under the Plan shall not exceed
1,384,444 Shares. Any Shares subject to Options that expire or
terminate in accordance with the terms of the Plan without
having been exercised may be made subject to a further Option.
No fractional Shares may be issued under the Plan.
3.4 Eligibility
Subject to the limitations set forth at section 3.8, Options may
be granted by the Board to any Eligible Participant.
3.5 Non-Exclusivity
Nothing contained in this Plan will prevent the Board from
adopting other or additional Share Compensation Arrangements,
subject to obtaining the prior approval of applicable regulatory
authorities, including those stock exchanges upon which the
Shares are then listed or any other approvals as may be required
in the circumstances.
<PAGE>
3.6 Amendment of Plan and Options
The Board may amend, suspend or terminate the Plan or any Option
granted thereunder at any time, provided that no such amendment,
suspension or termination may:
(a) be made without obtaining any required regulatory
approval, including the stock exchanges upon which the
Shares are then listed or, if requested by such
regulatory authority, any shareholder approval; and
(b) alter or impair any rights of an Optionee under Options
previously granted without the consent or the deemed
consent of the Optionee.
3.7 Compliance with laws and stock exchange Rules
The Plan, the grant and exercise of Options under the Plan and
the Company's obligation to issue Shares on exercise of Options
will be subject to all applicable federal, provincial and
foreign laws, as well as all applicable policies, rules and
regulations of any stock exchanges on which the Shares are
listed for trading, including requirements as to listing of the
Shares on such Stock Exchanges. Shares issued to Optionees
pursuant to the exercise of Options may be subject to limitation
on sale or resale under applicable securities laws.
3.8 Quantitative Limitations
Notwithstanding anything to the contrary herein provided, (i)
the maximum number of Shares that may be reserved for issuance
to any one person pursuant to the exercise of Options granted
under the Plan or options under any other Share Compensation
Arrangements shall not exceed 5% of the Outstanding Issue at the
time of grant; (ii) the total number of Shares reserved for
issuance to insiders pursuant to the exercise of options under
the Plan or other employee options shall not, unless shareholder
approval is obtained, exceed 10% of the Outstanding Issue; and
(iii) the number of Shares which may be issued under the Plan
and other Share Compensation Arrangements of the Corporation in
a one-year period shall not exceed (a) 10% of the Outstanding
Issue, in the case of Shares issued to insiders, or (b) 5% of
the Outstanding Issue, in the case of Shares issued to any one
insider and his/her associates.
<PAGE>
SECTION 4 -GRANT OF OPTIONS
4.1 Grant of Options
The Board shall from time to time, at its entire discretion,
designate the Eligible Participants to whom a grant of Options
shall be made, the number of Shares covered by such Options, and
the Grant Date. The Board shall further have discretion to
establish, within the restrictions set forth in the Plan, the
time of exercise, Expiry Dates, exercise price and other
particulars applicable to an Option granted hereunder.
4.2 Option Agreement
Upon the grant of an Option, the Company will deliver to the
Eligible Participant selected to receive same an Option
Agreement dated as of the Grant Date, containing the terms of
the Option and executed by the Company, and upon delivery to the
Company of the Option Agreement executed by the Eligible
Participant in question, the Eligible Participant in question
will be an Optionee under the Plan and have the right to
purchase the Optioned Shares on the terms set out in the Option
Agreement and in the Plan.
4.3 Exercise Price
The Exercise Price for an Option will be determined by the Board
at the time of grant and will not be less than the market price
of the Shares at the Grant Date, calculated as the higher of the
closing price of the Shares on either The Toronto Stock Exchange
or The New York Stock Exchange on the last day preceding the
Grant Date.
4.4 Time of Exercise
(a) Unless the Board otherwise determines, but provided that
(i) no Option may be exercised in whole prior to the
second anniversary of the Grant Date and (ii) that the
term of an Option will not exceed ten years, an Option
may be exercised by an Optionee as follows:
(1) on and after the second anniversary of the Grant
Date, as to 33 1/3% of the Optioned Shares or any
part thereof;
(2) on and after the third anniversary of the Grant
Date, as to an additional 33 1/3% of the Optioned
Shares or any part thereof; and
(3) on and after the fourth anniversary of the Grant
Date, as to the remaining 33 1/3% of the Optioned
Shares or any part thereof.
<PAGE>
(b) Upon the occurrence of transactions that would result in
a Change of Control, all Options become exercisable as
of the date of the Change of Control, unless otherwise
determined by the Board prior to the occurrence of the
Change of Control.
4.5 Expiry Date
The Expiry Date of an Option will be determined by the Board at
the time of grant, subject however to a maximum term of ten
years from the Grant Date and will be subject to the provisions
of section 4.6 relating to early expiry.
4.6 Early Expiry
Unless otherwise determined by the Board at or after the time of
grant, and subject to the maximum term referred to at section
4.5 hereof:
(a) Options will expire immediately upon the Optionee
ceasing to be an Eligible Participant as a result of
being dismissed from his office or employment for cause;
(b) Options will expire before its Expiry Date in the
following events and manner:
(i) if an Optionee resigns his office or employment,
the portion of any Option held by such Optionee
that is exercisable at the date of resignation
may be exercised by the Optionee during the
period ending sixty days after the date of
resignation;
(ii) if an Optionee is dismissed without cause, the
portion of any Option held by such Optionee that
is exercisable at the date of dismissal or
termination may be exercised by the Optionee
during the period ending sixty days after the
date of dismissal or termination;
(iii) if an Optionee dies or his employment with the
Company is terminated due to Permanent
Disability, the portion of any Option held by
such Optionee that would be exercisable at the
date of the death of the Optionee or of
termination may be exercised by the Optionee or
the legal personal representative of the
Optionee, as the case may be, during the period
<PAGE>
ending twelve months after the death of the
Optionee or after the date of termination;
(iv) if an Optionee attains the normal retirement age
established by the Company from time to time, and
unless the Board otherwise decides, the portion
of any Option held by such Optionee that would be
exercisable at the date of retirement may be
exercised by the Optionee during the period
ending twelve months after the date of
retirement; and
(c) the portion of any Option which is not exercisable at
the time of the occurrence of an event contemplated at
(a) or (b) above shall be immediately forfeited.
4.7 Non-Assignable
Except as provided in section 4.6 (b) (iii), an Option may be
exercised only by the Optionee and will not be assignable.
4.8 No Implied Rights
(a) An Optionee will only have rights as a shareholder of
the Company with respect to those of the Optioned Shares
that the Optionee has acquired through the exercise of
an Option in accordance with its terms.
(b) Nothing in this Plan or in any Option Agreement will
confer or be construed as conferring on an Optionee any
right to remain as an officer, key employee or
non-employee director of the Company, or on an Eligible
Participant the right to be granted Options hereunder.
4.9 Adjustment to Shares
The number of Shares delivered to an Optionee upon exercise of
an Option will be adjusted in the following events and manner,
subject to the requirements of applicable regulatory
authorities, including the stock exchanges on which the Shares
are then listed, and to the right of the Board to make such
other or additional adjustments as are appropriate in the
circumstances:
(a) upon (i) a subdivision of the Shares into a greater
number of Shares,(ii) a consolidation of the Shares into
a lesser number of Shares or (iii) the issue of a stock
dividend to holders of the Shares, the Company will
deliver upon exercise of an Option, in addition to or in
lieu of the number of Optioned Shares in respect of
which the right to purchase is being exercised and
without the Optionee making additional payment, such
<PAGE>
greater or lesser number of Shares as would have
resulted from the subdivision, consolidation or stock
dividend if the Optioned Shares had been issued and
outstanding at the relevant time;
(b) upon a capital reorganization, reclassification or
change of the Shares, a consolidation, an amalgamation,
arrangement or other form of business combination of the
Company with another corporation or a sale, lease or
exchange of all or substantially all of the property of
the Company, the Company will deliver upon exercise of
an Option, in lieu of the Optioned Shares in respect of
which the right to purchase is being exercised, the kind
and amount of shares or other securities or property as
would have resulted from such event if the Optioned
Shares had been issued and outstanding at the relevant
time.
Comparable and corresponding adjustments as set forth above will
be made to the number and kind of Shares authorized for issuance
under the Plan, regardless of whether such Shares are covered by
Options at the relevant time. An adjustment will take effect at
the time of the event giving rise to the adjustment, and the
adjustments provided for in this section are cumulative. The
Company will not be required to issue fractional Shares or other
securities under the Plan and any fractional interest in a Share
or other security that would otherwise be delivered upon
exercise of an Option will be canceled without payment therefor.
<PAGE>
SECTION 5 - EXERCISE OF OPTIONS
5.1 Manner of Exercise
An Optionee who wishes to exercise an Option may do so by
delivering the following to the Company on or before the Expiry
Date of the Option;
(a) a completed Notice of Exercise; and
(b) a cheque or bank draft in Canadian funds payable to the
Company for the aggregate Exercise Price for the
Optioned Shares being acquired.
If pursuant to section 4.6 (b)(iii), the Option may be exercised
by the legal personal representative of the Optionee, such
representative, in addition to delivering to the Company the
Notice of Exercise and cheque or bank draft described above,
shall also be required to deliver to the Company sufficient and
satisfactory evidence of their status.
5.2 Delivery of Share Certificate
Not later than five business days after receipt of the Notice of
Exercise and payment in full for the Optioned Shares being
acquired, the Company will direct its transfer agent to issue a
certificate in the name of the Optionee (or, if deceased, his
estate) for the number of Optioned Shares purchased by the
Optionee (or his estate), which will be issued as fully paid and
non-assessable Shares.
SECTION 6 - EFFECTIVE DATE
The Plan will be effective on June 24, 1998.
<PAGE>
SCHEDULE A - DEFINITION OF "CHANGE OF CONTROL"
For purposes of this Plan, a "Change of Control" shall mean a
change in control of the Company of a nature that would be required to be
reported, whether or not the Company is then subject to such reporting
requirement, provided that, without limitation, a Change in Control shall be
deemed to have occurred if:
(a) any individual, partnership, firm, company, association, trust,
unincorporated organization or other entity, or any syndicate or
group deemed to be a person, becomes the "beneficial owner",
directly or indirectly, of securities of the Company
representing twenty (20) percent or more of the combined voting
power of the Company's then outstanding securities entitled to
vote in the election of directors of the Company (the "Company
Voting Securities"); provided, however, that any acquisition of
Company Voting Securities by the Company or any of its
subsidiaries, or any employee benefit plan (or related trust) of
the Company or its subsidiaries, or any company with respect to
which, following such acquisition, substantially all of the
combined voting power of the then outstanding voting securities
of such company entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by
the individuals and entities who were the beneficial owners of
Company Voting Securities immediately prior to such acquisition
in substantially the same proportion as their ownership
immediately prior to such acquisition, shall not constitute a
Change in Control;
(b) individuals who, on the date of implementation of the Plan,
constitute the Board and any new directors whose appointment by
the Board or whose nomination for election by the Company's
shareholders was approved by a vote of at least three-quarters
(3/4) of the directors then still in office who either were
directors on the date of implementation of the Plan or whose
appointment or nomination for election was previously so
approved cease for any reason to constitute a majority of the
members of the Board;
(c) assets of the Company representing fifty (50) percent or more of
the net book value of the assets of the Company determined as of
the date of the audited financial statements of the Company then
most recently published, are sold, liquidated or distributed; or
(d) ten (10) percent or more of the value of the assets of the
Company or the voting securities of the Company are about to be
transferred or have been transferred because of any taking,
seizure or defeasance as a result of, or in connection with (i)
nationalization, expropriation, confiscation, coercion, force or
<PAGE>
duress or other similar action or (ii) the imposition of a
confiscatory tax, assessment or other governmental charge or
levy. The value of the assets of the Company shall be determined
as of the date of the audited financial statements of the
Company most recently published prior to the date of the
transfer.
A Change in Control shall also be deemed to occur as of the date the
Company executes an agreement which, if carried out, would result in
the occurrence of a Change in Control as described above.
<PAGE>
SCHEDULE B - FORM OF NOTICE OF EXERCISE
STOCK OPTION PLAN
NOTICE OF EXERCISE
TO: Gildan Activewear Inc.
725 Montee de Liesse
Ville Saint Laurent, Quebec
H4T IP5
Attention: Secretary
Reference is made to the Option Agreement made as of _________________
between Gildan Activewear Inc. (the "Company") and the Optionee named below.
The Optionee hereby exercises the Option to purchase Shares of the Company as
follows:
Number of Optioned Shares for which
Option is being exercised; ____________________________
Exercise Price per Share: $____________________________
Total Exercise Price (in the form
of a cheque or bank draft tendered
with this Notice of Exercise): $____________________________
Name of Optionee as it is to appear
on share certificate: ____________________________
Address of Optionee as it is to ____________________________
appear on the register of Shares of ____________________________
the Company and to which a ____________________________
certificate representing the Shares ____________________________
being purchased is to be ____________________________
delivered: ____________________________
Dated ______________________ _____________________________
Name of Optionee
_____________________________
Signature of Optionee
<PAGE>
SCHEDULE C - FORM OF OPTION AGREEMENT
STOCK OPTION PLAN
OPTION AGREEMENT
This Option Agreement is entered into between GILDAN ACTIVEWEAR INC. (the
"Company") and the Optionee named below pursuant to the GILDAN Stock Option
Plan (the "Plan"), a copy of which is attached hereto, and confirms that:
1. on __________________ (the "Grant Date");
2. _____________________ (the "Optionee");
3. was granted a non-assignable option to purchase
___________________Shares (the "Optioned Shares") of the
Company, in accordance with the terms of the Plan;
4. at a price (the "Exercise Price") of $_____________ per Share:
and
5. for a maximum term expiring at 5:00 P.M., Eastern _____________
(the "Expiry Date");
all on the terms and subject to the conditions set out in the Plan. By
signing this agreement, the Optionee acknowledges that he or she has read and
understands the Plan, and agrees to be bound thereby.
This Agreement and all related documents have been drawn up in the English
language at the specific request of the parties hereto. La presente entente,
ainsi que tout autre document y afferent, ont ete rediges en langue anglaise
a la demande expresse des parties.
IN WITNESS WHEREOF the Company and the Optionee have executed this option
Agreement as of _______________________________
By: __________________________
By: __________________________
_____________________________
Name of Optionee
_____________________________
Signature of Optionee
