As filed with the Securities and Exchange Commission on March 25, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
======================
TRIANGLE PACIFIC CORP.
(Exact name of registrant as specified in its charter)
Delaware 94-2998971
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
16803 Dallas Parkway
Dallas, Texas 75248
(Address of Principal Executive Offices) (Zip Code)
======================
TRIANGLE PACIFIC CORP. SALARIED EMPLOYEES PROFIT SHARING PLAN
TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(k) PLAN
ROBBINS HARDWOOD FLOORING, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN
HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN
HARTCO FLOORING COMPANY BARGAINING EMPLOYEES' RETIREMENT SAVINGS PLAN
(Full Title of the Plans)
-----------------------
Paul L. Barrett Copy to:
Vice President and General Counsel Paul M. Johnston
Triangle Pacific Corp. Thompson & Knight, P.C.
16803 Dallas Parkway 1700 Pacific Avenue
Dallas, Texas 75248 Suite 3300
(Name and address of agent for service) Dallas, Texas 75201
(214) 969-1358
(214) 887-2000
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Title of Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, 300,000 $36.81 $11,043,000 $3,257.69
$0.01 par Shares(2)(3)
value
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Interests in (4) (4) (4) (4)
the Plans
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</TABLE>
[FN]
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 (the
"Securities Act") and based on the average of the high and low sales
prices of the Common Stock on the NASDAQ National Market System on March
18, 1998.
(2) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered by this Registration
Statement changes, the provisions of Rule 416 under the Securities Act
shall apply to this Registration Statement, and this Registration
Statement shall be deemed to cover the additional securities resulting
from the split of, or the dividend on, the securities covered by this
Registration Statement.
<PAGE>
(3) The shares of Common Stock registered hereby are being registered for
offer and sale pursuant to the following employee benefit plans (the
"Plans"): 135,000 shares for offer and sale pursuant to the Triangle
Pacific Corp. Salaried Employees Profit Sharing Plan; 20,000 shares for
offer and sale pursuant to the Triangle Pacific Corp. Non-Union Hourly
Employees 401(k) Plan; 37,000 shares for offer and sale pursuant to the
Robbins Hardwood Flooring, Inc. Employees' Retirement Savings Plan;
60,000 shares for offer and sale pursuant to the Hartco Flooring Company
Retirement Savings Plan; and 48,000 shares for offer and sale pursuant to
the Hartco Flooring Company Bargaining Employees' Retirement Savings
Plan. The shares of Common Stock being registered consist of shares to
be acquired by the trustees pursuant to the Plans for the accounts of
participants.
(4) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Plans. Pursuant to Rule 457(h)(2)
under the Securities Act, no separate fee is required to register
interests in the Plans.
==============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
------------------
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents have been filed with the Securities and Exchange
Commission by Triangle Pacific Corp., a Delaware corporation (the "Company"),
and are incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 3, 1997;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of the fiscal year covered by the Annual Report referred to in
clause (a) above; and
(c) The description of the Company's Common Stock, $0.01 par value per
share, contained in the Company's Registration Statement on Form 8-A
filed pursuant to the Exchange Act on July 23, 1993, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company and the Plans pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment that indicates that all securities offered pursuant
to this Registration Statement have been sold or that deregisters all
securities then remaining unsold shall also be deemed to be incorporated by
reference herein and to be a part hereof from the dates 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.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company is a Delaware corporation. Under Section 145 of the General
Corporation Law of the State of Delaware, the Company has the power to
indemnify its directors and officers, subject to certain limitations.
Pursuant to the General Corporation Law of the State of Delaware, the
Company's Restated Certificate of Incorporation limits the personal liability
of the directors of the Company to the Company or its stockholders for
monetary damages for breach of fiduciary duties under certain circumstances.
Reference is made to Article VII of the Company's Amended and Restated
Bylaws, which provides for indemnification of directors and officers of the
Company under certain circumstances.
The Company has entered into indemnity agreements with its directors and
executive officers. Pursuant to such agreements, the Company will, to the
extent permitted by applicable law, indemnify such persons against all
expenses, judgments, fines and penalties incurred in connection with the
defense or settlement of any actions brought against them by reason of the
fact that they were directors or executive officers of the Company or assumed
certain responsibilities at the direction of the Company.
The foregoing summaries are necessarily subject to the complete text of
the statute, charter, bylaw provision and agreements referred to above and are
qualified in their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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Each of the following exhibits is filed herewith:
5.1 -- In lieu of the opinion of counsel or determination letter
contemplated by Item 601(b)(5) of Regulation S-K, the Company
confirms that it has submitted or will submit the Plans and all
amendments thereto to the Internal Revenue Service in a timely
manner and that it has made or will make all changes required
by the Internal Revenue Service in order to qualify the Plans
under Section 401 of the Internal Revenue Code.
23.1 -- Consent of Arthur Andersen LLP.
24.1 -- Power of Attorney (included on the signature page of this
Registration Statement).
<PAGE>
Item 9. Undertakings.
------------
The Company 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;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs (1)(i)
and (1)(ii) do 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 Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That, for the purposes 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.
(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) That, for 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 this 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
<PAGE>
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 it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, the
Company 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 Dallas, State of Texas, on the 19th
day of March, 1998.
TRIANGLE PACIFIC CORP.
By:/s/ Floyd F. Sherman
---------------------------------------
Floyd F. Sherman, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated. Each of the undersigned directors and officers of
Triangle Pacific Corp. hereby constitutes and appoints E. Dwain Plaster and
Paul L. Barrett, and each of them, his or her true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Signature Title Date ------
- --- ----- ----
/s/ Floyd F. Sherman Chairman of the Board and March 19, 1998
- ----------------------- Chief Executive Officer
Floyd F. Sherman (principal executive officer)
/s/ M. Joseph McHugh President, Chief Operating March 19, 1998
------------------- Officer and Director
M. Joseph McHugh
/s/ E. Dwain Plaster Vice President, Treasurer March 19, 1998
------------------- and Chief Financial Officer
E. Dwain Plaster (principal financial and
accounting officer)
/s/ B. William Bonnivier Director March 19, 1998
----------------------
B. William Bonnivier
/s/ Charles M. Hansen, Jr. Director March 19, 1998
----------------------
Charles M. Hansen, Jr.
<PAGE>
/s/ David R. Henkel Director March 19, 1998
----------------------
David R. Henkel
/s/ Bruce A. Karsh Director March 19, 1998
----------------------
Bruce A. Karsh
/s/ Jack L. McDonald Director March 19, 1998
----------------------
Jack L. McDonald
/s/ Carson R. McKissick Director March 19, 1998
----------------------
Carson R. McKissick
/s/ Karen Gordon Mills Director March 19, 1998
----------------------
Karen Gordon Mills
<PAGE>
THE PLANS. Pursuant to the requirements of the Securities Act, the trustees
(or other persons who administer the Plans) have duly caused this Registration
Statement to be signed on behalf of the Plans by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on March 19, 1998.
TRIANGLE PACIFIC CORP. SALARIED
EMPLOYEES PROFIT SHARING PLAN
By: The Profit Sharing Committee of the
Triangle Pacific Corp. Salaried
Employees Profit Sharing Plan
By: /s/ Jennifer Wisdom
---------------------------------
Jennifer Wisdom, Committee Member
TRIANGLE PACIFIC CORP. NON-UNION
HOURLY EMPLOYEES 401(k) PLAN
By: The 401(k) Committee of the Triangle
Pacific Corp. Non-Union Hourly
Employees 401(k) Plan
By: /s/ Jennifer Wisdom
---------------------------------
Jennifer Wisdom, Committee Member
ROBBINS HARDWOOD FLOORING, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
By: The Plan Administrator of the
Robbins Hardwood Flooring, Inc.
Employees' Retirement Savings Plan
By: /s/ Jennifer Wisdom
---------------------------------
Jennifer Wisdom, Committee Member
HARTCO FLOORING COMPANY
RETIREMENT SAVINGS PLAN
By: The Administrative Committee of the
Hartco Flooring Company Retirement
Savings Plan
By: /s/ Jennifer Wisdom
---------------------------------
Jennifer Wisdom, Committee Member
HARTCO FLOORING COMPANY
BARGAINING EMPLOYEES' RETIREMENT
SAVINGS PLAN
By: The Administrative Committee of the
Hartco Flooring Company Bargaining
Employees' Retirement Savings Plan
By: /s/ Jennifer Wisdom
---------------------------------
Jennifer Wisdom, Committee Member
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 29,
1997, included in Triangle Pacific Corp.'s Form 10-K for the year ended
January 3, 1997, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas,
March 18, 1998
