<PAGE>
As filed with the Securities and Exchange Commission on June 6, 1996
Registration No. 333-
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)
Russell G. Gibson With copies to:
Executive Vice President and Daniel W. Rabun, Esq.
Chief Financial Officer Baker & McKenzie
Farah Incorporated Suite 4500
8889 Gateway West 2001 Ross Avenue
El Paso, Texas 79925 Dallas, Texas 75201
(915) 593-4444
(Name, address, and telephone number,
including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
====================================================================================================================
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price per Maximum Aggregate Amount of
be Registered Registered Share Offering Price Registration Fee
======================== ====================== ====================== ====================== ======================
<S> <C> <C> <C> <C>
Common Stock, no par
value 500,000 $8.25(1)<F1> $4,125,000(1)<F1> $1,423.00
======================== ====================== ====================== ====================== ======================
<FN>
<F1> (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 $8.25 per share, the average of the
high and low prices on June 6, 1996, as reported by the New York
Stock Exchange, Inc.
</FN>
</TABLE>
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), ON APRIL 27, 1993 (REGISTRATION NO. 33-61736) AND
ON MAY 4, 1994 (REGISTRATION NO. 33-53461), 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 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 June 6, 1996.
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 statements 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 June 6, 1996
- --------------------------
RICHARD C. ALLENDER
President and Chief Executive
Officer and Chairman of the
Board of Directors
(Principal Executive Officer)
/s/ RUSSELL G. GIBSON June 6, 1996
- ------------------------------
RUSSELL G. GIBSON
Executive Vice President, Chief
Financial Officer, Treasurer and
Assistant Corporate Secretary
(Principal Financial Officer)
<PAGE>
/s/ POLLY H. VAUGHN June 6, 1996
- ----------------------------
POLLY H. VAUGHN
Vice President and Controller
(Principal Accounting Officer)
/s/ CLARK L. BULLOCK June 6, 1996
- ----------------------------
CLARK L. BULLOCK
Director
/s/ CHRISTOPHER L. CARAMEROS June 6, 1996
- ----------------------------
CHRISTOPHER L. CARAMEROS
Director
/s/ SYLVAN LANDAU June 6, 1996
SYLVAN LANDAU
Director
/s/ MICHAEL R. MITCHELL June 6, 1996
- ----------------------------
MICHAEL R. MITCHELL
Director
/s/ TIMOTHY B. PAGE June 6, 1996
- -------------------------------
TIMOTHY B. PAGE
Director
/s/ CHARLES J. SMITH June 6, 1996
- -------------------------------
CHARLES J. SMITH
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 Public Accountants
25 Power of Attorney (see signature pages)
<PAGE>
EXHIBIT 5.1
June 6, 1996
Farah Incorporated
8889 Gateway West
El Paso, Texas 79925
Ladies and Gentlemen:
Farah Incorporated, a Texas corporation (the "Company"), has filed with
the Securities and Exchange Commission (the "Commission") a Registration
Statement (the "Registration Statement") on Form S-8 under the Securities Act of
1933, as amended (the "Act"). The Registration Statement covers 500,000 shares
of common stock, no par value per share ("Common Stock"), of the Company, and
such additional shares of Common Stock as may become issuable pursuant to the
anti-dilution provisions of the Plan (such shares collectively referred to as
the "Securities"). Such shares are to be issued pursuant to the Company's 1991
Stock Option and Restricted Stock Plan (the "Plan").
We have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement. In rendering this opinion
we have examined such corporate records, documents and instruments of the
Company and such certificates of public officials, have received such
representations from officers of the Company, and have reviewed such questions
of law as in our judgment are necessary, relevant or appropriate to enable us to
render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all corporate records,
documents and instruments submitted to us as originals, the conformity to
original documents of all documents submitted to us as conformed, certified or
photostatic copies thereof, and the authenticity of the originals of such
photostatic, certified or conformed copies.
Based upon such examination and review and upon representations made to
us by officers of the Company, we are of the opinion that upon issuance and
delivery in accordance with the terms and conditions of the Plan, and upon
receipt by the Company of the full consideration for the Securities as
determined pursuant to the Plan, the Securities will be legally issued, fully
paid and nonassessable shares of common stock, no par value per share, of the
Company.
This firm consents 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 of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Respectfully submitted,
BAKER & MCKENZIE
By: /s/ DANIEL W. RABUN
<PAGE>
EXHIBIT 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 dated June 6, 1996, of our
report dated December 15, 1995, included in the Farah Incorporated Form 10-K for
the year ended November 3, 1995, and to all references to our firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
June 6, 1996
