SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
FIELDCREST CANNON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 56-0586036
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
326 East Stadium Drive
Eden, North Carolina 27288
(Address of principal executive offices)
1995 EMPLOYEE STOCK OPTION PLAN
OF FIELDCREST CANNON, INC.
(Full title of the plan)
M. Kenneth Doss
Vice President, Secretary
and General Counsel
Fieldcrest Cannon, Inc.
326 East Stadium Drive
Eden, North Carolina 27288
(910) 627-3000
(Name, address and telephone number, including area code,
of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee(1)
<S> <C> <C> <C> <C>
Common
Stock, par
value $1.00
per share 435,000 shares $22.125 $9,624,375 $3,319
<FN>
(1) Pursuant to Rule 457(c) and (h)(1), based on the average of<PAGE>
the high and low prices of the registrant's common stock on
May 4, 1995, as reported on the New York Stock Exchange.
/TABLE
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Fieldcrest Cannon,
Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the
year ended December 31, 1994, filed on March 30, 1995
pursuant to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal
year referred to in (a), above.
(c) The description of the Company's Common Stock, par
value $1.00 per share, contained in the Company's
Registration Statement on Form 10 filed pursuant to Section
12(b) of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered hereby has been
passed upon by M. Kenneth Doss, Esq., Vice President, Secretary
and General Counsel of the Company, who owns approximately 10,201
shares of Common Stock and has been granted options to purchase
8,300 shares of Common Stock under the Plan.
Item 6. Indemnification of Directors and Officers.
The laws of Delaware, under which the Company was
incorporated, permit or require a corporation to indemnify its
officers and directors against certain liabilities under the
circumstances set forth by statute. The Company has adopted
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provisions in its bylaws and certificate of incorporation that
implement the statutory indemnification provisions.
The Seventh Article of the Company's Restated
Certificate of Incorporation requires the Company to indemnify
every officer and director of the Company to the fullest extent
allowed by law, except as otherwise provided in the Company's
Bylaws. Also, the Eighth Article of the Company's Restated
Certificate of Incorporation eliminates the personal liability of
the Company's directors to the Company and its stockholders for
monetary damages for breach of fiduciary duties as directors,
other than (i) for any breach of the duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law; (iii) for unlawful payment of dividends or
unlawful stock purchases or redemptions; (iv) for any transaction
from which a director derived an improper personal benefit; and
(v) to any extent that such liability may not be limited or
eliminated by virtue of the provisions of Section 102(b)(7) of
the Delaware General Corporation Law or any successor statute.
Article VI of the Company's Amended and Restated Bylaws
provides that the Company will indemnify any person who was or is
a party (or is threatened to be made a party) to any action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Company) by reason of the fact that he is or was a director,
officer or employee of the Company, or is or was serving at the
request of the Company as a director, officer or employee of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding if he acted in good faith and in a
manner such person reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any
criminal action or proceeding, in which he had had no reasonable
cause to believe his conduct was unlawful.
Article VI of the Company's Amended and Restated Bylaws
also provides that, in the case of an action or suit brought by
or in the right of the Company, the Company will indemnify any
person who was or is a party (or is threatened to be made a
party) to any such action or suit by reason of the fact that he
is or was a director, officer or employee of the Company, or is
or was serving at the request of the Company as a director,
officer or employee of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Company; provided that, no <PAGE>
II-2
indemnification may be made in respect of any claim, issue or
matter as to which such person is adjudged to be liable for
negligence or misconduct in the performance of his duty to the
Company unless and only to the extent that the appropriate court
determines that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses deemed
proper by the court. Article VI of the Company's Amended and
Restated Bylaws further provide that the determination of the
right to indemnification as provided for herein must be made (1)
by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or (2) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or
(3) by the stockholders.
Article VI of the Company's Amended and Restated Bylaws
also provides for indemnification of expenses (including
attorneys' fees) actually and reasonably incurred by a director,
officer, employee or agent of the Company to the extent that such
person has been successful in defense of any action, suit or
proceeding referred to in the preceding paragraphs, or in defense
of any claim, issue or matter addressed therein, and that
expenses incurred by a director or officer in defending a civil
or criminal action, suit or proceeding may be advanced to such
person by the Company if authorized by the Board of Directors and
if such person agrees to repay such amounts advanced unless it is
ultimately determined that he is entitled to be indemnified
pursuant to the terms of Article VI.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as a part of this
Registration Statement:
Number Description
4.1 Copy of the 1995 Employee Stock Option Plan of
Fieldcrest Cannon, Inc., which is incorporated by
reference to Exhibit A to the Company's Proxy
Statement filed on March 22, 1995, for the annual
meeting of shareholders held on April 24, 1995.
4.2 The Company's Restated Certificate of
Incorporation, as amended to date, which is
incorporated by reference to Exhibit 3-1 to the
Company's Registration Statement on Form S-3 filed
on February 18, 1994. <PAGE>
II-3
4.3 The Company's Amended and Restated Bylaws, which
are incorporated by reference to Exhibit 3-1 to
the Company's Report on Form 8-K filed on December
9, 1993.
5.1 Opinion of M. Kenneth Doss, Esq., as to the
legality of the Common Stock being registered.
23.1 Consent of M. Kenneth Doss, Esq., which is
contained in his opinion filed as Exhibit 5.1.
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney.
Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement 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.
(2) That, for the purpose of determining any liability
under the Securities Act, 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) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating
to the securities offered herein, 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 may be permitted to directors, officers and<PAGE>
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that
in
II-4
the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company
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 Securities Act and will be governed by the final
adjudication of such issue.<PAGE>
II-5<PAGE>
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of
1933, Fieldcrest Cannon, Inc. 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 Eden, State of North
Carolina, on this 5th day of May, 1995.
FIELDCREST CANNON, INC.
By:/s/ J. M. Fitzgibbons
J. M. Fitzgibbons, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on May 5, 1995.
/s/ J. M. Fitzgibbons /s/ Clifford D. Paulsen
Name: J. M. Fitzgibbons Name: Clifford D. Paulsen
Title: Chairman and Title: Controller
Chief Executive Officer (principal accounting
(principal executive officer)
officer
/s/ Thomas R. Staab /s/ Tom H. Barrett*
Name: Thomas R. Staab Name: Tom H. Barrett
Title: Vice President and Title: Director
Chief Financial Officer
(principal financial
officer)
/s/ William E. Ford* /s/ John C. Harned*
Name: William E. Ford Name: John C. Harned
Title: Director Title: Director
/s/ Noah T. Herndon* /s/ Roger Horchow*
Name: Noah T. Herndon Name: Roger Horchow
Title: Director Title: Director<PAGE>
II-6
/s/ W. Duke Kimbrell* /s/ C. J. Kjorlien*
Name: W. Duke Kimbrell Name: C. J. Kjorlien
Title: Director Title: Director
*By: /s/ M. Kenneth Doss
M. Kenneth Doss
Attorney-in-Fact
<TABLE>
<CAPTION>
EXHIBIT INDEX
to
Registration Statement on Form S-8 of
Fieldcrest Cannon, Inc.
Sequential
Exhibit No. Description Page No.
<S> <C> <C>
4.1 Copy of the 1995 Employee Stock Option
Plan of Fieldcrest Cannon, Inc., which
is incorporated by reference to Exhibit
A to the Company's Proxy Statement filed
on March 22, 1995, for the annual
meeting of shareowners held on
April 24, 1995.
4.2 The Company's Restated Certificate of
Incorporation, as amended to date,
which is incorporated by reference to
Exhibit 3-1 to the Company's Regis-
tration Statement on Form S-3 filed on
February 18, 1994
4.3 The Company's Amended and Restated
Bylaws, which are incorporated by
reference to Exhibit 3-1 to the
Company's Report on Form 8-K filed
on December 3, 1993
5.1 Opinion of M. Kenneth Doss, Esq., as
to the legality of the Common Stock
being registered II- 8
23.1 Consent of M. Kenneth Doss, Esq.,
which is contained in his opinion
filed as Exhibit 5.1
23.2 Consent of Ernst & Young LLP II- 9
24.1 Power of Attorney II-10<PAGE>
</TABLE>
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EXHIBIT 5.1
May 5, 1995
Securities and Exchange Commission
Filing Desk
450 Fifth Street
Washington, D.C. 20549
RE: Registration Statement on Form S-8 Relating to the 1995
Employee Stock Option Plan of Fieldcrest Cannon, Inc.
Gentlemen:
As the General Counsel for Fieldcrest Cannon, Inc. (the
"Company"), I am familiar with the proceedings taken in
connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933,
as amended, pertaining to the issuance and sale of up to 435,000
shares of the Company's Common Stock, par value $1.00 per share
(the "Shares"), pursuant to the 1995 Employee Stock Option Plan
of Fieldcrest Cannon, Inc. (the "Plan").
I have reviewed the Plan and the Registration Statement, and
I have examined and am familiar with the records relating to the
organization of the Company, including its Certificate of
Incorporation, Bylaws and all amendments thereto, and the records
of all proceedings taken by the Board of Directors and
stockholders of the Company pertinent to the rendering of this
opinion.
Based on the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion
that the Shares have been duly authorized and, upon issuance
pursuant to the terms of the Plan, will be validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ M. Kenneth Doss <PAGE>
II-8<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the registration of 435,000
shares of common stock of Fieldcrest Cannon, Inc. for the 1995
Employee Stock Option Plan of Fieldcrest Cannon, Inc. of our
report dated February 1, 1995, with respect to the consolidated
financial statements of Fieldcrest Cannon, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended
December 31, 1994 filed with the Securities and Exchange
Commission.
Greensboro, North Carolina /s/ Ernst & Young LLP
May 5, 1995<PAGE>
II-9<PAGE>
EXHIBIT 24.1
FIELDCREST CANNON, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned directors of Fieldcrest Cannon,
Inc. (the "Corporation"), and each of us, do hereby make,
constitute and appoint M. Kenneth Doss our true and lawful
attorney-in-fact and agent with full power and authority in said
attorney-in-fact and agent to execute for us and in our behalf
the Registration Statement under the Securities Act of 1933 on
Form S-8 for the 1995 Employee Stock Option Plan of Fieldcrest
Cannon, Inc. and any post-effective amendments thereto, and to
file the same, with all exhibits thereto and all 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 we might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, we the undersigned have executed
this Power of Attorney this 24th day of April, 1995.
/s/ J. M. Fitzgibbons /s/ Noah T. Herndon
J.M. Fitzgibbons Noah T. Herndon
/s/ Tom H. Barrett /s/ S. Roger Horchow
Tom H. Barrett S. Roger Horchow
/s/ William E. Ford /s/ W. Duke Kimbrell
William E. Ford W. Duke Kimbrell
/s/ John C. Harned /s/ C. J. Kjorlien
John C. Harned C. J. Kjorlien<PAGE>
II-10<PAGE>
