As filed with the Securities and Exchange Commission on March 25, 1998
Registration No. 33-69684
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
16803 Dallas Parkway
Dallas, Texas 75248
(Address of Principal Executive Offices) (Zip Code)
------------------------
Triangle Pacific Corp. Nonemployee
Director Stock Option Plan
(Full title of the Plan)
-------------------------
Paul L. Barrett Copy to:
Vice President Paul M. Johnston
and General Counsel Thompson & Knight,
Triangle Pacific Corp. A Professional Corporation
16803 Dallas Parkway 1700 Pacific Avenue, Suite 3300
Dallas, Texas 75248 Dallas, Texas 75201
(Name and address of agent for service) (214) 969-1358
(214) 887-2000
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registured(1) Share(2) Price(2) Fee
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 50,000 shares $36.81 $1,840,500 $542.95
par, value
$0.01 per share
- ------------------------------------------------------------------------------
</TABLE>
[FN]
(1) Pursuant to Rule 416, shares issuable upon any stock split, stock
dividend or similar transaction with respect to these shares are also
being registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
sales prices for the Common Stock on March 18, 1998 as reported on the
Nasdaq National Market.
<PAGE>
Documents Incorporated by Reference
- -----------------------------------
The contents of the Registration Statement of Triangle Pacific Corp. (the
"Registrant") on Form S-8, Registration No. 33-69684, filed with the
Securities and Exchange Commission on October 1, 1993 (the "Prior Registration
Statement"), including the documents incorporated by reference therein, are
incorporated by reference into this Registration Statement.
The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 3, 1997 is incorporated by reference into this Registration Statement.
The Registrant's Quarterly Reports on Form 10-Q for the quarters ended April
4, 1997, July 4, 1997 and October 3, 1997 are incorporated by reference into
this Registration Statement.
The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A of the Registrant filed with the Securities
and Exchange Commission on July 23, 1993 and declared effective on August 10,
1993, including any amendment or report filed for the purpose of updating such
description, is incorporated by reference into this Registration Statement.
All documents filed by the Registrant with the Securities and Exchange
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Registration Statement and
prior to the termination of the offering to which it relates shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.
Amendment to Plan
- -----------------
On February 23, 1996, the Board of Directors of the Registrant approved,
subject to stockholder approval, an amendment to the Registrant's Nonemployee
Director Stock Option Plan (the "Plan") that increased from 50,000 to 100,000
the aggregate number of shares of the Registrant's Common Stock, par value
$0.01 per share, authorized for issuance under the Plan. This amendment was
approved by the stockholders of the Registrant on May 1, 1996.
Exhibits
- --------
In addition to the exhibits filed or incorporated by reference into the
Prior Registration Statement, the following documents are filed as exhibits to
this Registration Statement:
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Arthur Andersen LLP, independent public accountants,
to incorporation of report by reference.
23.2 Consent of Thompson & Knight, A Professional Corporation
(included in the opinion filed herewith as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
<PAGE>
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 Dallas and 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. The undersigned persons hereby
constitute and appoint E. Dwain Plaster and Paul L. Barrett, and each of them,
as our true and lawful attorneys-in-fact with full power to execute in our
name and on our behalf in the capacities indicated below any and all
amendments to this Registration Statement to be filed with the Securities and
Exchange Commission and hereby ratify and confirm all that such attorneys-in-
fact shall lawfully do or cause to be done by virtue hereof.
Signature Capacity 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>
INDEX TO EXHIBITS
Exhibit Number Exhibit
- -------------- -------
5.1 Opinion of Thompson & Knight, A Professional Corporatio
23.1 Consent of Arthur Andersen LLP, independent accountants, to
incorporation of report by reference.
23.2 Consent of Thompson & Knight, A Professional Corporation
(included in the opinion filed herewith as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
<PAGE>
Exhibit 5.1
(214) 969-1369
March 19, 1998
Triangle Pacific Corp.
16803 Dallas Parkway
Dallas, Texas 75248
Re: Nonemployee Director Stock Option Plan
Registration Statement on Form S-8
Dear Sirs and Madams:
We are counsel for Triangle Pacific Corp., a Delaware corporation (the
"Company"), and have acted as such in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of an
additional 50,000 shares of the Company's Common Stock, par value $0.01 per
share (the "Shares"), for issuance under the Triangle Pacific Corp.
Nonemployee Director Stock Option Plan, as amended (the "Plan").
We have participated in the preparation of the Company's Registration
Statement on Form S-8 (the "Registration Statement"), filed with the
Securities and Exchange Commission, relating to the registration of the Shares
under the Securities Act.
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of the Plan,
the Registration Statement and such corporate records of the Company,
certificates of officers of the Company, and other instruments and documents
as we have deemed necessary to require as a basis for the opinion hereinafter
expressed. We are familiar with the corporate proceedings of the Company
relating to the authorization of the proposed issuance of the Shares pursuant
to the Plan.
Based upon the foregoing and in reliance thereon, we advise you that in
our opinion the Shares, when issued and delivered in accordance with the
provisions of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement. The foregoing, however, shall not constitute "consent" to the use
of our name as experts as provided for in Sections 7 and 11 of the Securities
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Respectfully submitted,
THOMPSON & KNIGHT,
A Professional Corporation
By: /s/ Paul M. Johnston
----------------------------------
Paul M. Johnston, Attorney
<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
