As filed with the Securities and Exchange Commission on May 4, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FARAH INCORPORATED
(Exact name of registrant as specified in its charter)
TEXAS 74-1061146
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8889 Gateway West
El Paso, Texas 79925
(Address of Principal Executive Offices)
FARAH INCORPORATED
1991 STOCK OPTION AND
RESTRICTED STOCK PLAN
(Full title of the plan)
(Name, address, and telphone number,
including area code, of agent for service)
James C. Swaim
Executive Vice President
Farah Incorporated
8889 Gateway West
El Paso, Texas 79925
(915) 593-4444
<PAGE>
With copies to:
Daniel W. Rabun, Esq.
Baker & McKenzie
Suite 4500
2001 Ross Avenue
Dallas, Texas 75201
Calculation of Registration Fee
Title of Securities
to be Registered: Common Stock, no par value
Amount to be
Registered: 350,000
Proposed Maximum
Offering Price per Unit: $18.25(1)
Proposed Maximum
Aggregate Offering
Price: $6,387,500(1)
Amount of
Registration Fee: $2,203
(1) Estimated in accordance with Rule 457(h) and 457(c) under the
Securities Act of 1933 solely for the purpose of calculating
the registration fee on the basis of $18.25 per share, the
average of the high and low prices on April 26, 1994, as
reported by the New York Stock Exchange, Inc.
THE CONTENTS OF THE REGISTRATION STATEMENTS ON FORM S-8 FILED
BY THE REGISTRANT WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 24, 1992 (REGISTRATION NO. 33-46661) AND ON APRIL 23,
1993 (REGISTRATION NO. 33-61736), ARE HEREBY INCORPORATED BY
REFERENCE.
<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
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of El Paso, State of Texas, on May 4, 1994.
FARAH INCORPORATED
/s/ RICHARD C. ALLENDER
RICHARD C. ALLENDER
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard C. Allender his true and lawful
attorney-in-fact and agent, 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, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent,
or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
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. Moreover, the undersigned
hereby also certify that to the best of their knowledge and belief
the issuer meets all of the requirements for filing on Form S-8.
Signatures and Title Date
/s/ RICHARD C. ALLENDER May 4, 1994
RICHARD C. ALLENDER
President and Chief Executive
Officer and Chairman of the
Board of Directors
(Principal Executive Officer)
<PAGE>
/s/ JAMES C. SWAIM May 4, 1994
JAMES C. SWAIM
Executive Vice President
and Director
(Principal Financial and
Accounting Officer)
<PAGE>
/s/ CLARK L. BULLOCK May 4, 1994
CLARK L. BULLOCK
Director
/s/ CHRISTOPHER L. CARAMEROS May 4, 1994
CHRISTOPHER L. CARAMEROS
Director
/s/ SYLVAN LANDAU May 4, 1994
SYLVAN LANDAU
Director
/s/ MICHAEL R. MITCHELL May 4, 1994
MICHAEL R. MITCHELL
Director
/s/ EDWARD J. MONAHAN May 4, 1994
EDWARD J. MONAHAN
Director
/s/ TIMOTHY B. PAGE May 4, 1994
TIMOTHY B. PAGE
Director
/s/ CHARLES J. SMITH May 4, 1994
CHARLES J. SMITH
Director
/s/ THOMAS G. WYMAN May 4, 1994
THOMAS G. WYMAN
Director
<PAGE>
EXHIBIT INDEX
Exhibit
5.1 Opinion of Baker & McKenzie
23.1 Consent of Baker & McKenzie
(included in Exhibit 5.1)
23.2 Consent of Independent Certified
Public Accountants
25 Power of Attorney (see signature pages)
EXHIBIT 5.1
<PAGE>
May 4, 1994
Farah Incorporated
8889 Gateway West
El Paso, Texas 79925
Re: Registration of Common Stock of Farah Incorporated
Gentlemen:
On May 4, 1994, Farah Incorporated, a Texas corporation (the
"Company"), filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act"). Such
Registration Statement relates to the registration by the Company
of an aggregate of 350,000 shares of its common stock, no par
value (the "Shares"). We have acted as counsel to the Company in
connection with the preparation and filing of the Registration
Statement.
In connection therewith, we have examined and relied upon the
original or copies, certified to our satisfaction, of (i) the
Articles of Incorporation and the Bylaws of the Company; (ii)
copies of resolutions of the Board of Directors of the Company
authorizing the issuance of the Shares to be sold by the Company
and related matters; (iii) the Registration Statement and all
exhibits thereto; and (iv) such other documents and instruments
as we have deemed necessary for the expression of opinions herein
contained. In making the foregoing examinations, we have assumed
the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, and the conformity to
original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material
to this opinion, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or
directors of the Company and upon documents, records and instruments
furnished to us by the Company, without independent check or
verification of their accuracy.
<PAGE>
Farah Incorporated
May 4, 1994
Page 2
Based upon the foregoing examination, we are of the opinion that
the Shares to be registered by the Company as described in the
Registration Statement have been duly and validly authorized
for issuance or sale and the Shares, when issued by the Company,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not
admit that we come within the category or persons whose
consent is required by Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
BAKER & McKENZIE
BY: /s/DANIEL W. RABUN
Daniel W. Rabun, Partner
EXHIBIT 23.2
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Farah Incorporated:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our reports dated December 15, 1993 included (or incorporated
by reference) in Farah Incorporated's Form 10-K for the year
ended November 5, 1993 and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN & CO.
Dallas, Texas
May 4, 1994
