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As filed with the Securities and Exchange Commission Registration No.
on November 21, 1995
----------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
CROWN CRAFTS, INC.
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(Exact name of registrant as specified in its charter)
Georgia
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(State or other jurisdiction of
incorporation or organization)
58-0678148
-----------------------------------
(I.R.S Employer Identification No.)
1600 RiverEdge Parkway, Suite 200
Atlanta, Georgia 30328 (770) 644-6400
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
CROWN CRAFTS, INC. 1995 STOCK OPTION PLAN
THE CROWN CRAFTS, INC. 401(K) RETIREMENT SAVINGS PLAN
-----------------------------------------------------
(Full title of the plans)
Copies to:
Michael H. Bernstein Roger D. Chittum
President Vice President
Crown Crafts, Inc. Crown Crafts Inc.
1600 RiverEdge Parkway, Suite 200 1600 RiverEdge Parkway, Suite 200
Atlanta, Georgia 30328 Atlanta, Georgia 30328
(770) 644-6400 (770) 644-6400
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Amount to Proposed Proposed Amount of
Securities be regis- maximum maximum aggregate registration
to be tered(1) offering price offering price (1) fee
registered per share (1)
- --------------------------------------------------------------------------------
Common 1,600,000 $12.60 $20,160,279 $6,951.83
Stock,$1.00 Shares
par value
(1)Estimated solely for purposes of determining the registration fee pursuant
to Rules 457(c) and 457(h) under the Act, valuing 274,542 shares subject to
outstanding options at the exercise prices of such options of $12.50 to $13.25
per share and the remaining 1,325,458 shares on the basis of the average of the
high and low prices as reported on the New York Stock Exchange on November 17,
1995.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to The Crown Crafts, Inc. 401(k) Retirement Savings
Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Crown Crafts, Inc. (the "Corporation") hereby incorporates by
reference the following documents into this Registration
Statement:
(a) the Corporation's annual report on Form 10-K for the
fiscal year ended April 2, 1995;
(b) the Corporation's quarterly reports on Form 10-Q for
the quarters ending July 2, 1995 and October 1, 1995;
and
(c) the description of the common stock contained in the
Company's Form 8-A dated November 30, 1994 and the
description of the related common stock purchase
right contained in the Company's Form 8-A dated
August 22, 1995.
All documents filed by Crown Crafts, Inc. or The Crown Crafts,
Inc. 401(k) Retirement Savings Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities and Exchange Act of 1934, as amended, subsequent to
the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or deregistering all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 14-2-851, et seq. of the Georgia Business
Corporation Code, Georgia corporations may indemnify and
insure directors and officers thereof under the circumstances
set forth therein.
Article VII of the By-Laws of the Corporation provides for
indemnity of directors and officers against certain
liabilities and expenses incurred as a result of acting as a
director or officer.
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Additionally, under the Plan, the members of the Compensation
Committee acting thereunder are indemnified against certain
liabilities and expenses in connection therewith.
The directors and officers of the Corporation are insured
under a directors and officers liability policy carried by the
Corporation.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Number Description
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5 Opinion of Mazursky & Hiner with
respect to the securities being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Counsel (included in
Exhibit 5).
24 Power of Attorney (included as
part of signature page, page II-5).
With regard to The Crown Crafts, Inc. 401(k) Retirement
Savings Plan, the Corporation undertakes that the Plan will be
submitted to the Internal Revenue Service (the "IRS") in a
timely manner and that the Corporation will make all changes
required by the IRS in order to obtain a favorable
determination letter with respect to the qualification of such
plan under section 401(a) of the Internal Revenue Code.
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Item 9. Undertakings.
a. Rule 415 Offering.
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;
(a) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(b) 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
(c) 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 (a)(1)(a) and (a)(1)(b) 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 Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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; and
4. Not Applicable.
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b. Filings incorporating subsequent Exchange Act
Documents by Reference.
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 15(d) of the Securities Exchange
Act of 1934 (and in each annual report of The Crown Crafts,
Inc. 401(k) Retirement Savings Plan pursuant to Section 15(d)
of the Securities Exchange Act of 1934) 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;
c. Not Applicable.
d. Not Applicable.
e. Not Applicable.
f. Not Applicable.
g. Not Applicable.
h. Filing of registration statement on Form S-8.
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 his 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 Act and will be governed by the final adjudication of such
issue.
i. Not Applicable.
j. Not Applicable.
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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 Atlanta, State of Georgia, this 21st day of
November, 1995.
CROWN CRAFTS, INC.
By: /s/Michael H. Bernstein
-----------------------------------
Michael H. Bernstein President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 21, 1995. Each person whose signature appears
below hereby authorizes each of Roger D. Chittum and Paul A. Criscillis, Jr. to
execute in the name of each such person, and to file, any amendment, including
any post-effective amendment, to the registration statement making such changes
in the registration statement as the registrant deems appropriate, and appoints
each of Messrs. Chittum and Criscillis as attorney-in-fact to sign in his or
her behalf individually and in each capacity stated below and file all
amendments and post-effective amendments to the registration statement.
Signature Title
/s/Michael H. Bernstein Principal Executive Officer
- -------------------------------- and Director
Michael H. Bernstein
/s/Paul A. Criscillis, Jr. Principal Financial Officer
- -------------------------------- and Director
Paul A. Criscillis, Jr.
/s/Robert E. Schnelle Principal Accounting Officer
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Robert E. Schnelle
/s/Philip Bernstein Director
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Philip Bernstein
/s/E.Randall Chestnut Director
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E. Randall Chestnut
/s/Roger D. Chittum Director
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Roger D. Chittum
/s/Patricia G. Knoll Director
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Patricia G. Knoll
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/s/Rudolph J. Schmatz Director
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Rudolph J. Schmatz
/s/Jane Shivers Director
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Jane Shivers
/s/Alfred M. Swiren Director
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Alfred M. Swiren
/s/Richard N. Toub Director
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Richard N. Toub
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on behalf of The Crown Crafts, Inc.
401(k) Retirement Savings Plan by the undersigned, thereunto duly authorized,
in the City of Atlanta, State of Georgia, on November 21, 1995.
The Crown Crafts, Inc.
401(k) Retirement Savings Plan
By: /s/Paul A. Criscillis, Jr.
---------------------------------
Paul A. Criscillis, Jr.
Member, Administrative Committee
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
5 Opinion of Mazursky & Hiner . . . . . . . . . . . . .
23.1 Consent of Deloitte & Touche LLP . . . . . . . . . .
23.2 Consent of Counsel (included in Exhibit 5) . . . . .
24 Power of Attorney(included as part of signature page,
page II-5) . . . . . . . . . . . . . . . . . . . . .
</TABLE>
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[LETTERHEAD]
Exhibit 5
November 21, 1995
Crown Crafts, Inc.
1600 RiverEdge Parkway
Suite 200
Atlanta, Georgia 30328
Gentlemen:
We have acted as counsel to Crown Crafts, Inc., a Georgia corporation
(the "Company"), in connection with the registration statement on Form S-8 (the
"Registration Statement") relating to 1,500,000 original issuance shares of
Common Stock, $1.00 par value per share, of the Company (the "Shares") to be
offered by the Company pursuant to the Crown Crafts, Inc. 1995 Stock Option
Plan (the "Plan").
We have examined originals or certified or photostatic copies of such
records of the Company, certificates of officers of the Company and public
officials, and such other documents as we have deemed relevant or necessary as
the basis of the opinions set forth below in this letter. In such examination,
we have assumed the genuineness of all signatures, the conformity to original
documents submitted as certified or photostatic copies, and the authenticity of
originals of such latter documents. Based on the foregoing, we are of the
following opinions:
(1) The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of
Georgia; and
(2) The Shares, when issued in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/Mazursky & Hiner
Mazursky & Hiner
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Crown Crafts, Inc. on Form S-8 of our report dated June 2, 1995, appearing in
the Annual Report on Form 10-K of Crown Crafts, Inc. for the year ended April
2, 1995.
/s/Deloitte & Touche LLP
Atlanta, Georgia
November 17, 1995
