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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EMPIRE OF CAROLINA, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-2999480
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
5150 LINTON BOULEVARD, DELRAY BEACH, FLORIDA 33484
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Series A Preferred Stock, $.01 par value AMEX
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Common Stock Purchase Warrants AMEX
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box./ /
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box./ /
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Registrant's securities to be registered is
included in the Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-3, dated as of April 7, 1998, and is hereby
incorporated herein by reference.
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ITEM 2. EXHIBITS.
1. Restated Certificate of Incorporation of the Company(1)
2. First Amended to Restated Certificate of Incorporation of the
Company(1)
3. Warrant Agreement dated as of June 17, 1997, between the Company and
the holders from time to time of the Warrants(2)
4. Securities Purchase Agreement dated as of May 5, 1997, among the
company, HPA Associates, LLC and EMP Associates LLC(3)
5. Amendment No. 1 dated as of June 5, 1997, to Securities Purchase
Agreement dated as of May 5, 1997, among the Company, HPA Associates,
LLC and EMP Associates LLC(4)
6. Certificate of Designation relating to Series A Preferred Stock(5)
7. Buddy L Settlement Agreement dated as of June 17, 1997, between the
Company and Smedley Industries, Inc. Liquidating Trust(6)
8. Letter of the Company to Pellinore Securities Corp., Axiom Capital
Management, Inc. and Commonwealth Associates, Inc. regarding the
registration rights provisions affecting the Series A Preferred
Stock.(7)
9. Buddy L Registration Rights Agreement dated as of June 17, 1997
between the Company and SLT.(8)
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(1) Previously filed as an exhibit to the Company's Current Report on
Form 10-Q dated as of September 30, 1997, and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Company's Report on Form 8-K
dated as of June 17, 1997, and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's Current Report on
Form 8-K dated August 25, 1997, and incorporated herein by reference.
(4) Previously filed as an exhibit to the Company's Current Report on
Form 8-K dated August 25, 1997, and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Current Report on
Form 8-K dated August 25, 1997, and incorporated herein by reference.
(6) Previously filed as and exhibit to the Company's Current Report on
Form 8-K dated June 30, 1997, and incorporated herein by reference.
(7) Previously filed as an exhibit to the Company's Current Report on
Form 8-K, dated June 30, 1997 and incorporated by reference.
(8) Previously filed as an exhibit to the Company's Current Report on
Form 8-K, dated June 30, 1997 and incorporated by reference.
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10. WPG Registration Rights Agreement dated as of June 17, 1997 among
the Company and WPG Corporate Development Associates IV, L.P., WPG
Corporate Development Associates IV (Overseas), Ltd., Weiss, Peck &
Crear, as trustee under Craig Whiting IRA, Peter B. Pfister, Weiss,
Peck & Greer as Trustee under Nora Kerppola IRA, Westpool Investment
Trust, PLC, Eugene M. Matalene, Jr., Richard Bochman, and Glenbrook
Partners, L.P. (collectively the "WPG Affiliates Entities").(9)
11. WPG Release Agreement dated as of June 17, 1997 between the Company
and the WPG Affiliated Entities.(10)
12. First Amendment dated January 22, 1998 to the Warrant Agreement
dated June 17, 1997 between Empire of Carolina Inc. and the holders
from time to time of the Warrants.(11)
13. Agreement dated March 13, 1998 among Empire of Carolina, Inc.,
Empire Industries, Inc. and Smedley Industries Liquidating
Trust, Inc.(12)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
(Registrant) EMPIRE OF CAROLINA, INC.
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Date April 7, 1998
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By /s/ Lawrence Geller
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Name: Lawrence Geller
Title: Vice President and General Counsel
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(9) Previously filed as an exhibit to the Company's Current Report on
Form 8-K, dated June 30, 1997 and incorporated by reference.
(10) Previously filed as an exhibit to the Company's Current Report on
Form 8-K, dated June 30, 1997 and incorporated by reference.
(11) Previously filed as an exhibit to the Company's Current Report on
Form 8-K, dated March 31, 1998 and incorporated by reference.
(12) Previously filed as an exhibit to the Company's Pre-Effective
Amendment No. 1 to the Company's Registration Statement on
Form S-3, dated as of April 7, 1998, and is hereby incorporated
herein by reference.
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