Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
DECORATOR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1001433
(State of Incorporation) (I.R.S. Employer Identification No.)
10011 Pines Blvd., Pembroke Pines, Florida 33024
(Address of principal executive offices) (Zip Code)
-----------------
DECORATOR INDUSTRIES, INC.
1995 Incentive Stock Option Plan
(Full title of the plan)
------------------
JEROME B. LIEBER, Secretary
40th Floor, One Oxford Centre
Pittsburgh, Pennsylvania 15219
(Name and address of agent for service)
(412) 392-2000
(Telephone number, including area code, of agent for service)
--------------------
Copy to:
MICHAEL M. LYONS, Esq.
Klett Lieber Rooney & Schorling
40th Floor, One Oxford Centre
Pittsburgh, Pennsylvania 15219
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Amount maximum maximum
Title of securities to be offering price aggregate Amount of
to be registered registered per share* offering price* registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.20 par value............... 520,830 shs. $8.10 $3,310,689 $921
====================================================================================================================================
</TABLE>
* Estimated solely for the purpose of computing the registration fee, based on
Rule 457(h)(1) for currently-optioned shares and Rule 457(c) with respect to
the balance of the shares.
[The Prospectus included herein (i) is a combined prospectus under Rule 429,
relating also to Registration Statement No. 33-47895, and (ii) contains the Form
S-3 information required by General Instruction Cl for Form S-8 in order for
affiliates to use the Prospectus in reoffering or reselling stock acquired by
them pursuant to this Registration Statement or Registration Statement No.
33-47895. A total of 276,220 shares (after stock splits) are being carried
forward from Registration Statement No. 33-47895, for which a filing fee of $79
was previously paid]
<PAGE>
<TABLE>
<CAPTION>
CROSS REFERENCE SHEET
(Form S-3)
Item Number and Caption Prospectus Caption or Location
----------------------- ------------------------------
<S> <C>
1. Forepart of Registration Statement
and Outside Front Cover Page
of Prospectus............................................. Outside front cover page
2. Inside Front and Outside
Back Cover Pages of Prospectus............................ Available Information, Documents
Incorporated Herein By Reference,
outside back cover page
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges................................................... Not Applicable
4. Use of Proceeds........................................... Not Applicable
5. Determination of Offering Price........................... Not Applicable
6. Dilution.................................................. Not Applicable
7. Selling Security Holders.................................. Selling Securityholders
8. Plan of Distribution...................................... Outside front cover page
9. Description of Securities to be Registered................ Description of Capital Stock
10. Interests of Named Experts and Counsel.................... Legal Matters
11. Material Changes.......................................... Not Applicable
12. Incorporation of Certain Information
by Reference.............................................. Documents Incorporated Herein
By Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................................... Description of Capital Stock
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
DECORATOR INDUSTRIES, INC.
Common Stock
($.20 Par Value)
----------
520,830 Shares Offered Under The
1995 INCENTIVE STOCK OPTION PLAN
276,220 Shares Issued or Offered Under The
1984 INCENTIVE STOCK OPTION PLAN
----------
This Prospectus relates to the offer and sale of shares of Common
Stock, $.20 par value per share (the "Common Stock"), of Decorator Industries,
Inc. (the "Company") to certain officers and employees of the Company pursuant
to the 1995 Incentive Stock Option Plan ("95 Plan") and the 1984 Incentive Stock
Option Plan ("84 Plan"). Officers who are "affiliates" of the Company (as
defined in Rule 405 under the Securities Act of 1933) may use this Prospectus
for the reoffer or resale of such shares in brokers' transactions on the
American Stock Exchange, in privately negotiated transactions, or otherwise, and
may be deemed to be "underwriters" as defined in the Securities Act of 1933, as
amended, with respect to such resales. The Company will receive none of the
proceeds from such resales.
The Common Stock is listed and traded on the American Stock Exchange
(Symbol: DII). The Company's executive offices are located at 10011 Pines
Boulevard, Pembroke Pines, Florida 33024 and its telephone number is (954)
436-8909.
----------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------------------------------------------
The date of this Prospectus is October 15, 1999
<PAGE>
AVAILABLE INFORMATION
Decorator Industries, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such material can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 5th Street, N.W., Washington, D.C. 20549 and at its regional
offices located at 500 West Madison Street, Chicago, Illinois 60661 and 7 World
Trade Center, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission, 450 5th Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
This Prospectus, which constitutes part of a Registration Statement
filed by the Company with the Commission under the Securities Act of 1933, as
amended, omits certain of the information contained in the Registration
Statement. Reference is hereby made to the Registration Statement and to the
exhibits relating thereto for further information with respect to the Company
and the securities offered hereby. The Registration Statement, including the
exhibits filed or incorporated by reference as a part thereof, may be inspected
without charge at the public reference facilities of the Commission at 450 5th
Street, N.W., Washington, D.C. 20549, and copies may be obtained from the
Commission at prescribed rates. Statements contained herein concerning the
provisions of documents are necessarily summaries of such documents, and each
such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission. Further information about the 84
Plan and the 95 Plan and their administrators may be obtained by contacting
Michael K. Solomon, Vice President and Treasurer of the Company, whose address
and telephone number are set forth below.
The Commission maintains an Internet web site that contains reports,
proxy and information statements, and other information regarding issuers who
file electronically with the Commission, such as the Company. The address of
that site is http://www.sec.gov.
If a copy of the Company's annual report to stockholders for the last
fiscal year was not furnished with this Prospectus, a copy of such report may be
obtained, without charge, from the Company upon written or oral request to:
Decorator Industries, Inc., Michael K. Solomon, Vice President and Treasurer,
10011 Pines Boulevard, Pembroke Pines, Florida 33024; telephone number (954)
436-8909. Participants in the 84 Plan or the 95 Plan will receive copies of all
reports, proxy statements and other communications distributed to stockholders
of the Company.
2
<PAGE>
THE 1984 INCENTIVE STOCK OPTION PLAN
The 84 Plan was adopted by the Board of Directors of the Company (the
"Board") on February 23, 1984 and approved at the 1984 annual meeting of
stockholders. The 84 Plan expired February 22, 1994 and no further stock options
may be granted thereunder. As of September 15, 1999, options for a total of
105,335 shares of Common Stock (after adjustment for stock splits effected in
1984, 1993, 1996, 1997 and 1998) were outstanding under the 84 Plan. These
options are described in "Outstanding Options" below and will expire ten years
from their respective dates of grant. The 84 Plan was neither qualified under
Section 401 of the Internal Revenue Code (the "Code") nor subject to any
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Options granted under the 84 Plan were intended to be "incentive stock
options" within the meaning of the Code. See "Certain Federal Income Tax
Consequences" below. The other terms and provisions of the 84 Plan are
essentially the same as those of the 95 Plan, which is described below.
THE 1995 INCENTIVE STOCK OPTION PLAN
The 95 Plan was adopted by the Board of Directors on April 3, 1995 and
approved at the 1995 annual meeting of stockholders. The 95 Plan will expire
April 2, 2005 unless earlier terminated by the Board of Directors; however,
options granted prior to the expiration of the 95 Plan will remain in effect in
accordance with their terms.
The purpose of the 95 Plan is to provide financial incentives for
selected key personnel of the Company, thereby promoting the long-term growth
and financial success of the Company by (i) attracting and retaining personnel
of outstanding ability, (ii) strengthening the Company's capability to develop,
maintain and direct a competent management team, (iii) motivating key personnel
to achieve long-range performance goals and objectives and (iv) providing
incentive compensation opportunities competitive with those of other
corporations.
The 95 Plan is neither qualified under Section 401 of the Code nor
subject to any provisions of ERISA.
The following summary of the 95 Plan is qualified in its entirety by
reference to the 95 Plan, copies of which have been filed with the Commission
and furnished to the recipients of stock options.
Administration and Eligibility
The 95 Plan authorizes the granting of stock options to full-time
employees who are responsible for the management, growth and protection of the
business of the Company. Optionees are selected by the Board, on the
recommendation of the Stock Option Committee (the "Committee"), from among those
eligible. As of the date of this Prospectus there were 21 participants in the 95
Plan.
The Committee is composed of two or more directors of the Company
appointed by the Board. The Committee is authorized, in its discretion but
within the parameters set forth in the Plan, to recommend to the Board those
officers and employees who shall receive awards, the number of shares to be
optioned and the time or times when awards shall be made. The Committee is also
authorized to interpret the terms and provisions of the awards. The Committee's
interpretations of the awards are final and conclusive as to all interested
parties. The Committee has general authority to interpret the 95 Plan and to
establish rules and regulations for its administration, subject to the power of
the Board to rescind or overrule any action taken by the Committee. As of the
date of this Prospectus, the members of the Committee were Joseph N. Ellis
(Chairman) and Jerome B. Lieber. The Committee serves at the pleasure of the
Board.
3
<PAGE>
Stock Option Grants
Up to 520,830 shares of Common Stock (after adjustment for stock splits
effected in 1996, 1997 and 1998) may be issued or delivered by the Company under
the 95 Plan, which may include newly-issued or treasury shares. The number and
kind of shares that may be issued, the number of shares subject to outstanding
options, the exercise (purchase) price per share and other relevant provisions
are subject to appropriate adjustment for stock splits, stock dividends, reverse
splits, recapitalizations, a merger in which the Company is the surviving
corporation or other similar event. Such adjustment shall be as determined by
the Board, whose determination shall be binding on all persons. Shares of stock
subject to an option which for any reason is canceled or terminated without
having been exercised in full are again available for awards under the 95 Plan.
Incentive stock options. Stock options granted under the 95 Plan are
intended to be "incentive stock options" within the meaning of Section 422 of
the Code ("ISOs"). The aggregate fair market value (determined at the time the
option is granted) of the stock with respect to which ISOs are exercisable for
the first time by an optionee during any calendar year, under all plans of the
optionee's employer corporation and its parent and subsidiary corporations,
cannot exceed $100,000. An ISO granted to any employee who, at the time of
grant, owns stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or any subsidiary must expire no later than
five years after the date of grant, and the exercise price must be at least 110%
of the fair market value of the stock on the date of grant. In addition, no ISO
may be exercisable more than three months after termination of the optionee's
employment with the Company or with a parent or subsidiary corporation of the
Company, except that when such employment is terminated because of permanent and
total disability within the meaning of Section 22(e)(3) of the Code ("Permanent
Disability") or death, such period may be one year.
Terms and provisions of stock options. The terms and provisions of
stock options are determined by the Board on the recommendation of the
Committee, provided that (a) the exercise price must be 100% of the fair market
value (as defined) of the stock at the date of grant, (b) the options must
expire no later than ten years from the date of grant, and (c) the options must
comply with the applicable requirements as set forth in "Incentive stock
options" above. The terms and provisions of option grants need not be uniform.
Unless otherwise provided in the stock option agreement, such options are
exercisable in whole at any time or in part from time to time prior to the
expiration of the option, except as provided below. In the case of death while
employed by the Company or within 90 days after the termination of employment,
the option may be exercised by the optionee's legal representative within 12
months after the date of death, but only to the extent the option was
exercisable at the time of death. In the event an optionee's employment is
terminated for any other reason after the optionee shall have been continuously
employed by the Company for at least one year after the granting of the option,
the option may be exercised within 90 days after such termination, but only to
the extent the option was exercisable at the date of such termination. However,
if an optionee's employment is terminated by reason of disability, or if the
optionee becomes disabled within 90 days after the termination of employment,
the Board may extend the time within which the option may be exercised, but it
may be exercised only to the extent it was exercisable at the date of
termination of employment. Notwithstanding the foregoing, in no event may any
option be exercised after its date of expiration.
Stock option agreement. Each stock option is evidenced by a stock
option agreement in such form, not inconsistent with the provisions of the 95
Plan, as the Committee shall prescribe. Since the terms and provisions of such
agreements need not be uniform, each optionee should refer to his own stock
option agreement for the terms and provisions of his option.
4
<PAGE>
Exercise of Stock Options and Disposition of Shares
Manner of exercise. Stock options may be exercised by giving written
notice of exercise to the Company specifying the number of shares to be
purchased. The notice of exercise must be accompanied by payment in full of the
exercise price in cash or by check or by delivering to the Company shares of
Common Stock having a fair market value equal to the required purchase price.
The Board, on the recommendation of the Committee, may accept surrender
of the right to exercise an option in whole or in part and authorize a payment
in consideration therefor of an amount equal to the excess of the fair market
value of the shares over the option exercise price, such payment to be in shares
of Common Stock valued at their fair market value on the date of surrender of
the option, or in cash, or partly Common Stock shares and partly in cash.
Conditions to delivery of shares. The Company will not be obligated to
deliver any shares upon the exercise of an option unless and until, in the
opinion of the Company's counsel, all applicable federal, state and other laws
and regulations have been complied with. If the Common Stock at the time of
exercise is listed on any stock exchange, no delivery will be made unless and
until the shares to be delivered have been listed or authorized for listing upon
official notice of issuance on such exchange. Nor will delivery be made until
all other legal matters in connection with the issuance and delivery of shares
have been approved by the Company's counsel. In this regard, and without
limiting the generality of the foregoing, the Company may require from the
optionee or his legal representative such investment representation or such
agreement, if any, as counsel for the Company may consider necessary in order to
comply with the Securities Act of 1933, as amended, the securities laws of any
state and the regulations thereunder, certificates evidencing the shares may be
required to bear a restrictive legend, a stop transfer order may be placed with
the transfer agent, and there may be restrictions as to the number of shares
that can be resold during a given period of time and the manner of sale.
Optionees or their legal representatives must take any action reasonably
requested by the Company in order to effect compliance with all applicable
securities laws and regulations and any listing requirements.
Notice of disposition of shares. Each optionee must promptly notify the
Company when any disposition of optioned shares, whether by sale, gift or
otherwise, is made by him.
Miscellaneous Provisions
Nontransferability. No stock option awarded under the 95 Plan is
transferable by the optionee other than by will or the laws of descent and
distribution. Options are exercisable during the optionee's lifetime only by
him.
Stockholder rights. An optionee has no rights as a stockholder with
respect to any stock covered by his option until the issuance to him of a stock
certificate representing such stock.
No right to employment. Neither the establishment of the 95 Plan nor
any action taken by the Company, the Board or the Committee under the 95 Plan,
nor any provision of the 95 Plan, shall be construed as giving to any person the
right to be retained in the service of the Company.
Consolidation or merger. In the event of a consolidation or a merger in
which the Company is not the surviving corporation, the holder of any then
outstanding option shall thereafter be entitled to receive, upon exercise of the
option, the same number and kind of shares, securities or other property as he
would have received had he exercised the option immediately prior to such merger
or consolidation.
Amendments. The Board may at any time amend the 95 Plan as it deems
advisable. No such amendment, however, may adversely affect any stock option
theretofore granted, except to the extent deemed necessary or
5
<PAGE>
advisable by the Board to assure that the option qualifies as an ISO under the
Code and meets the requirements of Rule 16b-3 under the Securities Exchange Act
of 1934, as amended. No amendment may be made, however, unless approved by the
stockholders of the Company, which would (a) increase the maximum number of
shares of Common Stock available under the 95 Plan (subject to adjustment as
explained above), (b) reduce the exercise price of options below the prices
provided for in the 95 Plan, (c) extend the period within which options may be
granted, (d) extend the term of options beyond ten years from the date of grant
or (e) materially modify the designation of the persons or classes of persons
eligible to receive awards under the 95 Plan.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Under the Code as currently in effect, there is no taxable income to an
optionee when an ISO is granted to him or when the ISO is exercised. The excess,
however, of the fair market value of the underlying shares on the date of
exercise over the option exercise price will be taken into account as an
adjustment in determining whether the optionee is subject to the alternative
minimum tax under Section 55 of the Code for the year of exercise. Any such
adjustment, however, may be added to the optionee's tax basis for future
alternative minimum tax purposes. If the optionee does not dispose of the shares
within one year of the date on which the shares are transferred to him nor
within two years of the date of option grant, any gain realized upon the
disposition will be taxable as long-term capital gain. However, if the optionee
does not satisfy the applicable holding period, the excess of the fair market
value of the shares on the date of exercise over the option exercise price (but
not exceeding the amount by which the sale price of the shares exceeds the
option exercise price) will be taxable as ordinary income for the year in which
the shares are disposed of. The Company will be entitled to a corresponding tax
deduction for any amounts which are taxable to an optionee as ordinary income.
If at any time an optionee is treated as receiving ordinary income and at that
time he is employed by the Company or any of its affiliates, the Company may be
required to withhold federal income taxes and also may be required to withhold
contributions under the Federal Insurance Contributions Act (FICA) from either
the source of such ordinary income or other income payable to the optionee.
Because of the complexity of the federal income tax laws and the
possibility of changes therein, and because the tax consequences to a particular
optionee will at least in part depend upon his personal financial situation,
optionees are urged to consult their personal tax advisors before exercising
their options or reselling shares acquired under the 84 Plan or the 95 Plan.
Optionees should also consult their personal tax advisers as to the state, local
and federal estate tax consequences of such transactions.
In the event that a participant is subject to the alternative minimum
tax as a result of the exercise of an ISO, such participant may, with the
approval of the Committee, provide for the payment of the additional income tax
resulting from such exercise by delivering to the Company shares of Common Stock
having a fair market value equal to the additional income tax, such fair market
value to be credited to the participant's income tax withholding account with
the Company.
OUTSTANDING OPTIONS
84 Plan
The following table sets forth the date of grant, exercise price as of
September 20, 1999 and expiration date of the options granted under the 84 Plan
which were outstanding as of September 20, 1999. These options are exercisable
in full at any time or in part from time to time prior to the stated expiration
date, subject to early termination of the option in the event of termination of
employment as described in "Stock Option Grants" above.
6
<PAGE>
<TABLE>
<CAPTION>
Date of Grant Exercise Price Expiration Date
------------- -------------- ---------------
<S> <C> <C> <C>
December 10, 1991 $0.569984 December 9, 2001
February 16, 1994 5.04 February 15, 2004
</TABLE>
95 Plan
The following table sets forth the date of grant, exercise price as of
September 20, 1999 and expiration date of the options granted under the 95 Plan
which were outstanding as of September 20, 1999. The options granted on May 3,
1996 and February 10, 1997 are exercisable in annual increments of 20%,
commencing on the date of grant, and the options granted thereafter are
exercisable in annual increments of 20%, commencing on the first anniversary of
the date of grant. As of September 20, 1999, no options granted under the 95
Plan had been exercised.
Date of Grant Exercise Price Expiration Date
------------- -------------- ---------------
May 3, 1996 $4.80 May 2, 2006
February 10, 1997 7.28 February 9, 2007
March 3, 1998 8.10 March 2, 2008
January 5, 1999 7.875 January 4, 2009
June 11, 1999 7.00 June 10, 2009
June 21, 1999 7.125 June 20, 2009
August 31, 1999 6.813 August 30, 2009
SELLING SECURITYHOLDERS
The following table sets forth information as of September 20, 1999
concerning the current officers and directors of the Company who held or hold
options granted under the 84 Plan or the 95 Plan. Shares of Common Stock
heretofore or hereafter acquired by such officers and directors through the
exercise of such options may be resold by them using this Prospectus.
<TABLE>
<CAPTION>
Common Shares Percent Common Shares
Name Position Owned of Class Optioned
- ---- --------- -------------- -------- --------
<S> <C> <C> <C> <C>
William A. Bassett Chairman of the Board, 217,942 6.67% 175,829
President and Chief
Executive Officer
Michael S. Baxley Executive Vice President 1,000 -- 20,000
and Director
Michael K. Solomon Vice President, Treasurer 53,439 1.64 61,994
and Director
William A. Johnson Controller -- -- 11,250
</TABLE>
7
<PAGE>
DESCRIPTION OF CAPITAL STOCK
Common Stock
The Company is authorized to issue up to 10,000,000 shares of Common
Stock, par value $.20 per share, of which 4,408,831 were issued and 3,264,602
were issued and outstanding as of September 20, 1999. All shares of Common Stock
currently outstanding are, and all shares hereafter issued under and in
accordance with the 84 Plan or 95 Plan will be, fully paid and nonassessable.
The Common Stock is listed and traded on the American Stock Exchange (Symbol:
DII). ChaseMellon Shareholder Services, Pittsburgh, Pennsylvania, is the
transfer agent and registrar for the Common Stock.
The Common Stock has no preemptive rights and no redemption, sinking
fund or conversion provisions. All shares have one vote on any matter submitted
to a vote of stockholders, except that the holders thereof have cumulative
voting rights in the election of directors. Holders of the Common Stock are
entitled to receive dividends when and as declared by the Board out of funds
legally available therefor. Upon dissolution of the Company, the holders of the
Common Stock will be entitled to share ratably in the assets remaining after the
payment of indebtedness and other priority claims.
Special Provisions
The Company's Articles of Incorporation require a two-thirds vote of
the stockholders in order for the stockholders to (i) remove directors from
office without cause, (ii) call a special meeting of the stockholders, (iii)
amend the By-laws or (iv) amend the Articles of Incorporation, unless such
amendment has been recommended by the Board. The Articles also prohibit the
payment of "greenmail" to a 10% stockholder who has held the shares for less
than two years, unless the purchase is approved by the holders of a majority of
the other shares outstanding. The Company has not opted out of any of the
antitakeover provisions of the Pennsylvania Business Corporation Law, except for
subchapter 25E (Control Transactions).
The By-laws of the Company contain a provision that no director of the
Company shall be personally liable for monetary damages for any action taken, or
failure to take any action, unless the director has breached or failed to
perform the statutory duties of his office and such breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. The By-laws also
provide that the Company shall indemnify each director, officer and employee of
the Company against all liabilities and expenses incurred by him in connection
with any threatened or pending claim or proceeding in which he may become
involved by reason of his serving or having served in such position, except
where the claim or proceeding arose from an act or failure to act which is
determined by a court to have constituted willful misconduct or recklessness.
Insofar as such indemnification provision covers liabilities of officers and
directors arising under the Securities Act of 1933, the Company has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon
for the Company by its counsel, Klett Lieber Rooney & Schorling, a Professional
Corporation, 40th Floor, One Oxford Centre, Pittsburgh, Pennsylvania 15219.
Jerome B. Lieber, Secretary and a director of the Company, is Senior Counsel to
that corporation.
8
<PAGE>
EXPERTS
The consolidated balance sheets of the Company as of January 2, 1999
and January 3, 1998 and the related statements of earnings and stockholders'
equity and cash flows for each of the three fiscal years in the period ended
January 2, 1999 appearing in the Company's Annual Report on Form 10-K for the
fiscal year ended January 2, 1999 have been audited by Louis Plung & Company,
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
DOCUMENTS INCORPORATED HEREIN BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
January 2, 1999, and its Quarterly Reports on Form 10-Q for the fiscal quarters
ended April 3 and July 3, 1999, filed with the Commission, are incorporated
herein by reference. In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this Prospectus, and prior to the filing of a
post-effective amendment to the Registration Statement of which this Prospectus
forms a part which indicates that all securities covered by this Prospectus have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents. The Company will provide without charge to
each optionee to whom this Prospectus has been delivered, upon written or oral
request, a copy of any and all of the documents incorporated herein by reference
(not including exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents). Requests for such documents
should be directed to Michael K. Solomon, Vice President and Treasurer,
Decorator Industries, Inc., 10011 Pines Boulevard, Pembroke Pines, Florida
33024, telephone number (954) 436- 8909.
9
<PAGE>
No person is authorized to give any information or to make any representation
not contained in this Prospectus in connection with the offer contained herein,
and if given or made, such information or representation not contained herein
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer of stock in any jurisdiction where such
offer would be unlawful. The delivery of this Prospectus at any time does not
imply that the information herein is correct as of any time subsequent to its
date.
TABLE OF CONTENTS
Page
----
Available Information................................... 2
The 1984 Incentive Stock Option Plan.................... 3
The 1995 Incentive Stock Option Plan.................... 3
Administration and Eligibility.................... 3
Stock Option Grants............................... 4
Exercise of Stock Options and Disposition
of Shares...................................... 5
Miscellaneous Provisions.......................... 5
Certain Federal Income Tax Consequences................. 6
Outstanding Options..................................... 6
84 Plan........................................... 6
95 Plan........................................... 7
Selling Securityholders................................. 7
Description of Capital Stock............................ 8
Common Stock...................................... 8
Special Provisions................................ 8
Legal Matters........................................... 8
Experts................................................. 9
Documents Incorporated Herein by Reference.............. 9
DECORATOR INDUSTRIES, INC.
1995 Incentive Stock Option Plan
1984 Incentive Stock Option Plan
--------------
PROSPECTUS
--------------
October 15, 1999
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Included in "Documents Incorporated Herein By Reference" and "Description of
Capital Stock" in the Prospectus.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Jerome B. Lieber, Secretary and a director of the registrant, is Senior
Counsel to the law firm of Klett Lieber Rooney & Schorling, a Professional
Corporation, counsel to the registrant.
Item 6. Indemnification of Directors and Officers.
Included in "Description of Capital Stock - Special Provisions" in the
Prospectus.
Item 7. Exemption From Registration Claimed.
No "restricted" securities will be reoffered or resold.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement:
5A Opinion and consent of Klett Lieber Rooney &
Schorling, a Professional Corporation, filed
herewith.
10K.1 1984 Incentive Stock Option Plan as amended, filed as
Exhibit 10K.1 to Form 10-Q for the quarter ended
October 3, 1987 and incorporated herein by reference.
10U 1995 Incentive Stock Option Plan, filed as Exhibit
10U to Form 10-K for the fiscal year ended December
30, 1995 and incorporated herein by reference.
24G Consent of Independent Auditors, filed herewith.
Item 9. Undertakings.
The registrant 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 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. The registrant
further undertakes 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. 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 indemnification provisions
set forth in "Description of Capital Stock - Special Provisions" in the
Prospectus, 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 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.
II-1
<PAGE>
The registrant undertakes to deliver or cause to be delivered with the
prospectus to each optionee to whom the prospectus is sent or given a copy of
the registrant's annual report to stockholders for its last fiscal year, unless
such optionee otherwise has received a copy of such report. If the last fiscal
year of the registrant has ended within 120 days prior to the use of the
prospectus, the annual report of the registrant for the preceding fiscal year
may be so delivered, but within such 120 day period the annual report for the
last fiscal year will be furnished to each such optionee. The registrant further
undertakes to transmit or cause to be transmitted to all persons participating
in the 84 Plan or 95 Plan, who do not otherwise receive such material as
stockholders of the registrant, at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
II-2
<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-3 and Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Pembroke Pines, Florida, on October 11, 1999.
DECORATOR INDUSTRIES, INC.
(Registrant)
By: /s/ William A. Bassett
---------------------------
William A. Bassett
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints William A. Bassett, Michael K. Solomon and Jerome B. Lieber, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933.
-----------------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William A. Bassett Chairman of the Board, President and Chief Executive October 11, 1999
- -------------------------------- Officer
William A. Bassett
/s/ Michael S. Baxley Executive Vice President and Director October 11, 1999
- --------------------------------
Michael S. Baxley
/s/ Michael K. Solomon Vice President, Treasurer (Principal Financial and October 11, 1999
- -------------------------------- Accounting Officer) and Director
Michael K. Solomon
/s/ Jerome B. Lieber Director October 11, 1999
- --------------------------------
Jerome B. Lieber
/s/ Ellen Downey Director October 11, 1999
- --------------------------------
Ellen Downey
/s/ Thomas L. Dusthimer Director October 11, 1999
- --------------------------------
Thomas L. Dusthimer
</TABLE>
II-3
October 11, 1999
Decorator Industries, Inc.
Suite 201
10011 Pines Boulevard
Pembroke Pines, FL 33024
Re: SEC Registration Statement
1995 Incentive Stock Option Plan
520,830 Shares of Common Stock, $.20 par value
----------------------------------------------
Ladies and Gentlemen:
We have acted as your counsel in connection with your 1995 Incentive
Stock Option Plan (the "Plan") under which up to 520,830 shares of your Common
Stock (the "Shares") may be issued or delivered upon the exercise of stock
options granted pursuant thereto.
We have examined originals or copies certified or otherwise identified
to our satisfaction of such documents, corporate records and other instruments
as we have deemed necessary or appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares, when issued or
delivered, and paid for, in accordance with the Plan, will have been validly
issued and will be fully paid and nonassessable. In rendering this opinion we
have of course assumed that the certificates evidencing the Shares will be
properly executed and authenticated.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement on Form S-8 for
registration of the Shares under the Securities Act of 1933 and to the reference
to us under "LEGAL MATTERS" in the Prospectus.
Very truly yours,
/s/ Klett Lieber Rooney & Schorling
-----------------------------------
KLETT LIEBER ROONEY & SCHORLING,
A PROFESSIONAL CORPORATION
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 and in the Prospectus included therein of our reports dated February
20, 1999 (March 24, 1999 as to Note 7) on our audits of the financial statements
as of January 2, 1999 and January 3, 1998 and for each of the three fiscal years
in the period ended January 2, 1999 and the supplemental financial schedule,
which reports are included in the Form 10-K of Decorator Industries, Inc. for
the fiscal year ended January 2, 1999 and to the reference to us in "EXPERTS" in
the Prospectus.
We also consent to the filing hereof, with the Securities and Exchange
Commission, as an exhibit to the Registration Statement.
/s/ Louis Plung & Company, LLP
------------------------------
LOUIS PLUNG & COMPANY, LLP
October 11, 1999
