Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALBA-WALDENSIAN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 56-03597
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
201 St. Germain Ave., S.W., Valdese, North Carolina 28690
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(Address of Principal Executive Offices) (Zip Code)
1997 NONQUALIFIED STOCK OPTION PLAN FOR DIRECTORS
(Full title of the Plan)
Glenn J. Kennedy
Alba-Waldensian, Inc.
201 St. Germain Ave., S.W.
Post Office Box 100
Valdese, North Carolina 28690
(Name and address of agent for service)
(704) 879-6539
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities Amount to Offering Price
to be Registered be Registered Per Share*
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$2.50 Par Value
Common Stock 40,000 shares $12.00
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Proposed Maximum
Aggregate Amount of
Offering Price* Registration Fee
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$480,000 $141.60
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* Registration fee calculated pursuant to Rule 457(h)(1) and 457(c) and based on
a weighted average of the high and low prices of the Common Stock reported on
the American Stock Exchange, Inc. on September 24, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this registration statement in accordance with the Note to Part 1 of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Alba-Waldensian, Inc. (the
"Company") with the Securities and Exchange Commission, Commission file number
1-6150, are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarters ended March
29, 1998 and June 28, 1998; and
(c) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A dated September 1969 (incorporating by
reference such description on pages 16 and 17 of the Prospectus contained
in the Company's Registration Statement on Form S-1 (File No. 2-32459)),
including any amendment or report filed for the purpose of updating such
description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the issuance of the Common
Stock being offered hereby are being passed upon for the Company by Kennedy
Covington Lobdell & Hickman, L.L.P., NationsBank Corporate Center, Suite 4200,
100 North Tryon Street, Charlotte, North Carolina 28202. At September 25, 1998,
partners and associates of Kennedy Covington Lobdell & Hickman, L.L.P. and their
spouses and minor children did not own any shares of the Common Stock of the
Company.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law of the State of Delaware contains
provisions prescribing the extent to which directors and officers shall or may
be indemnified against liabilities that they may incur in their capacities as
such. Under those provisions the availability or requirements of indemnification
or reimbursement of expenses is dependent upon numerous factors, including
whether the action is brought by the corporation or by outsiders and the extent
to which the potential indemnitee is successful in his defense. The Bylaws of
the Company provide that each director and officer of the Company shall be
indemnified by the Company against expenses reasonably incurred by him in
connection with any action, suit or proceeding to which he may be made a party
by reason of his having been a director or officer of the Company (whether or
not he continues to be a director or officer of the Company at the time of
incurring such expenses), except with respect to matters in which such officer
or director is adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of his duty as a director or
officer. Such right of indemnification is not exclusive of any other rights to
which the director may be entitled as a matter of law.
The Company's Restated Certificate of Incorporation provides that no
director of the Company shall be personally liable to the Company or its
shareholders for monetary damages for breach of his duty as a director except
for liability (i) for breach of the director's duty of loyalty to the Company or
its shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) under Section
174 of the Delaware General Corporation Law or (iv) for any transaction from
which the director derived any improper personal benefit. The Restated
Certificate of Incorporation further provides that a director shall be
indemnified to the fullest extent permitted by the Delaware Corporation Law, as
it may be amended in the future.
The statute also permits a corporation to purchase and maintain
insurance on behalf of its directors and officers against liabilities that they
may incur in their capacities as such, whether or not the corporation would have
the power to indemnify them under other provisions of the statute. The Company
has purchased insurance to provide for indemnification of directors and
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
(contained in Exhibit 5).
Item 9. Undertakings.
(a) 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:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the
registration statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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.
(b) 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, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
(c) 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 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.
<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 Valdese, State of North Carolina, on the 25th day of
September, 1998.
ALBA-WALDENSIAN, INC.
By: /s/Glenn J. Kennedy
Glenn J. Kennedy
Vice President, Treasurer, Secretary and
Chief Financial 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.
Signature Title Date
/s/ Clyde Wm. Engle Chairman of the Board of September 25, 1998
Clyde Wm. Engle Directors
/s/ Lee N. Mortenson President, Chief Executive September 25, 1998
Lee N. Mortenson Officer and Director
(Principal Executive Officer)
/s/ Glenn J. Kennedy Vice President, Treasurer, September 25, 1998
Glenn J. Kennedy Secretary, Chief Financial Officer
and Director (Principal Financial
and Accounting Officer)
/s/ Paul H. Albritton, Jr. Director September 25, 1998
Paul H. Albritton, Jr.
/s/ William M. Cousins, Jr. Director September 25, 1998
William M. Cousins, Jr.
/s/ Nathan H Dardick Director September 25, 1998
Nathan H Dardick
/s/ James M. Fawcett, Jr. Director September 25, 1998
James M. Fawcett, Jr.
/s/ C. Alan Forbes Director September 25, 1998
C. Alan Forbes
/s/ Joseph C. Minio Director September 25, 1998
Joseph C. Minio
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Item 8
FORM S-8
REGISTRATION STATEMENT
ALBA-WALDENSIAN, INC.
Commission File Number 1-6150
Exhibit Description
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
(contained in Exhibit 5).
<PAGE>
EXHIBIT 5
September 25, 1998
Alba-Waldensian, Inc.
201 St. Germain Ave., S.W.
Valdese, North Carolina 28690
Gentlemen:
You have requested our opinion in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 40,000 shares
of the $2.50 par value Common Stock (the "Common Stock") of Alba-Waldensian,
Inc. (the "Company"), a Delaware corporation, by the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by you with the Securities
and Exchange Commission in connection with the Company's 1997 Nonqualified Stock
Option Plan for Directors (the "Plan").
We have made such investigations of law, examined original copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments, and
received such statements from officers and representatives of the Company, as we
have deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the 40,000 shares
of the Common Stock covered by the Registration Statement have been duly and
validly authorized and will be validly issued, fully paid and nonassessable when
issued in accordance with the Plan and receipt by the Company of the
consideration therefor.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
KENNEDY COVINGTON LOBDELL &
HICKMAN, L.L.P.
<PAGE>
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
Alba-Waldensian, Inc.
Valdese, North Carolina
We hereby consent to the incorporation by reference in the Registration
Statement of our reports dated February 6, 1998, relating to the consolidated
financial statements and schedules of Alba-Waldensian, Inc. appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.
Greensboro, North Carolina BDO Seidman, LLP
September 22, 1998
