As filed with the Securities and Exchange Commission on June 21, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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The Dixie Group, Inc.
(Exact name of Registrant as specified in its charter)
TENNESSEE 62-0183370
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 South Watkins Street
Chattanooga, Tennessee 37404
(423) 698-2501
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
The Dixie Group, Inc. Incentive Stock Plan
(Full title of the Plan)
Glenn A. Berry
Chief Financial Officer
The Dixie Group, Inc.
1100 South Watkins Street
Chattanooga, Tennessee 37404
(423) 698-2501
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With Copy to:
Steven R. Barrett, Esq.
Witt, Gaither & Whitaker, P.C.
1100 SunTrust Bank Building
Chattanooga, Tennessee 37402
(423) 265-8881
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of each class of Amount to Proposed maximum Amount of
securities to be registered be registered(1) maximum aggregate registration fee
offering price offering price
per unit(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $3.00 par value 1,500,000 shs. $8.375 $12,562,500 $3,492.38
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(1) This figure represents the aggregate number of shares of Common Stock being
registered hereby for issuance pursuant to the Incentive Stock Plan (the
"Plan") of The Dixie Group, Inc. There are also registered an undetermined
number of additional shares of Common Stock that may become available for
issuance in accordance with the provisions of the Plan in the event of
certain changes in the outstanding shares of Common Stock or in the capital
structure of the Company, including a stock dividend or stock split.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Securities Act Rule 457(c) and based on the average of the
high and low prices reported for the Common Stock on June 15, 1999 on the
National Market System of the Nasdaq Stock Market.
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EXPLANATORY NOTE
In accordance with the provisions of General Instruction E of Form S-8, the
Registrant hereby incorporates by reference the contents of the Registrant's
earlier Registration Statement on Form S-8 (Commission File No. 33-42615).
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PART II
Item 8. Exhibits.
Exhibit
Number Description of Exhibit
4.1 The Dixie Group, Inc. 1990 Incentive Stock Plan, as amended (attached
as Appendix A to the Proxy Statement for the Registrant's Annual
Meeting of Shareholders held April 30, 1998, previously filed with the
Commission and incorporated herein by reference).
5.1 Opinion of Witt, Gaither & Whitaker, P.C., counsel to the Registrant.
23.1 Consent of Witt, Gaither & Whitaker, P.C.(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney (included in Signatures page of this Registration
Statement).
II-1
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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 Chattanooga, State of Tennessee on May 31, 1999.
THE DIXIE GROUP, INC.
/s/ Daniel K. Frierson
By: ________________________________
Daniel K. Frierson
Chairman and Chief Executive Officer
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. Each person whose signature appears below
hereby authorizes Daniel K. Frierson, William N. Fry, IV, and Glenn A. Berry,
and each of them, as attorneys-in-fact, to sign in his name and behalf
individually and in each capacity designated below, and to file any amendments,
including post-effective amendments, to this Registration Statement.
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Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Daniel K. Frierson Chairman, Director and May 31, 1999
- ------------------------------ Chief Executive Officer
Daniel K. Frierson
/s/ William N. Fry, IV Director, President and May 31, 1999
- ------------------------------ Chief Operating Officer
William N. Fry, IV
/s/ Glenn A. Berry Executive Vice President and May 31, 1999
- ------------------------------ Chief Financial Officer
Glenn A. Berry
/s/ Paul K. Frierson Director, Corporate Vice President, May 31, 1999
- ------------------------------ and President of Candlewick Yarns
Paul K. Frierson
/s/ D. Eugene Lasater Controller May 31, 1999
- ------------------------------
D. Eugene Lasater
/s/ J. Don Brock Director May 31, 1999
- ------------------------------
J. Don Brock
/s/ Paul K. Brock Director May 31, 1999
- ------------------------------
Paul K. Brock
/s/ Lovic A. Brooks, Jr. Director May 31, 1999
- ------------------------------
Lovic A. Brooks, Jr.
/s/ John W. Murrey, III Director May 31, 1999
- ------------------------------
John W. Murrey, III
/s/ Peter L. Smith Director May 31, 1999
- ------------------------------
Peter L. Smith
/s/ Robert J. Sudderth, Jr. Director May 31, 1999
- ------------------------------
Robert J. Sudderth, Jr.
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II-2
June 21, 1999
Board of Directors
The Dixie Group, Inc.
1100 South Watkins Street
Chattanooga, TN 37404
Gentlemen:
You have requested our opinion concerning certain matters in connection with the
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
The Dixie Group, Inc. (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the offer and sale by the Company of up to 1,500,000 additional
shares of the Company's Common Stock, $3.00 par value per share ("Common Stock")
to certain employees under the Company's 1990 Incentive Stock Plan (the "Plan").
In connection with the following opinions, we have examined and have relied upon
such documents, records, certificates, statements and instruments as we have
deemed necessary and appropriate to render the opinions herein set forth. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, it is our opinion that:
1. The Company is duly incorporated and validly existing under the laws of the
State of Tennessee.
2. The adoption of the Plan previously was duly authorized and approved by the
Company's Board of Directors and by its shareholders.
3. The reservation of up to 1,500,000 additional shares of the Company's
Common Stock for issuance in accordance with the Plan, and the issuance of
such shares of Common
<PAGE>
Stock to employees who receive equity awards under the Plan in accordance
with its terms, have been duly authorized and approved by the Company's
Board of Directors and by the Company's shareholders.
4. The issuance of up to 1,500,000 additional shares of Common Stock which are
the subject of the Registration Statement to employees who receive equity
awards under the Plan in accordance with its terms, will result in such
shares being duly authorized, legally and validly issued, fully paid and
non-assessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Opinions" in the Prospectus to be delivered to Plan participants pursuant
to the Registration Statement.
WITT, GAITHER & WHITAKER, P.C.
/s/ Steven R. Barrett
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By: Steven R. Barrett
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to The Dixie Group, Inc. Incentive Stock Plan of our report
dated February 17, 1999, with respect to the consolidated financial statements
and schedule of The Dixie Group, Inc. included in its Annual Report (Form 10-K)
for the year ended December 26, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Chattanooga, Tennessee
June 16, 1999
