As filed with the Securities and Exchange Commission on May 28, 1999
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GUILFORD MILLS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-1995928
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4925 WEST MARKET STREET
GREENSBORO, NORTH CAROLINA 27407
(336) 316-4000
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
GUILFORD MILLS, INC.
1991 STOCK OPTION PLAN
(Full Title of Plan)
CHARLES A. HAYES
GUILFORD MILLS
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
4925 WEST MARKET STREET
GREENSBORO, NORTH CAROLINA 27407
(336) 316-4000
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
JEFFREY E. TABAK, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1)(3) Offering Price Per Aggregate Offering Registration Fee
Share (2)(3) Price (2)(3)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.02 per share 475,000 shares $9.375 $4,453,125 $1,238
(including Preferred Stock Purchase
Rights) (3)
===================================================================================================================================
</TABLE>
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the
Securities Act of 1933.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on May
21, 1999.
(3) Prior to the occurrence of certain events, the Preferred Stock Purchase
Rights will not be evidenced separately from the Common Stock; the value
attributable to such Rights, if any, is reflected in the market price of
the Common Stock.
================================================================================
NYFS05...:\40\51040\0001\2177\FRM8278V.22G
<PAGE>
EXPLANATORY NOTE
This Registration Statement registers 475,000 additional shares of
common stock of Guilford Mills, Inc. (the "Company"), par value $.02 per share
(the "Common Stock"), for issuance pursuant to Options or Rights as defined in
and granted under the Company's 1991 Stock Option Plan, as amended. The contents
of an earlier Registration Statement on Form S-8 in respect of the Company's
1991 Stock Option Plan, as filed with the Securities and Exchange Commission on
April 10, 1992, Registration No. 33-47109 are hereby incorporated by reference.
1
<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 Greensboro, State of North Carolina, on this 28th day
of May, 1999.
GUILFORD MILLS, INC.
By: Terrence E. Geremski
-----------------------------------------
Name: Terrence E. Geremski
Title: Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Terrence E. Geremski, Sherry R.
Jacobs, or any of them, each acting individually, such person's true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any and all 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 such person might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her 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 by the following persons in the
capacities and on the date indicated.
Signature Title Date
Charles A. Hayes Chairman of the Board May 28, 1999
- ---------------------------- of Directors and Chief
Charles A. Hayes Executive Officer
(Principal Executive Officer)
John A. Emrich Director; President May 28, 1999
- ---------------------------- and Chief Operating Officer
John A. Emrich
Terrence E. Geremski Director; Executive May 28, 1999
- ---------------------------- Vice President and Chief
Terrence E. Geremski Financial Officer (Principal
Financial and Accounting
Officer)
George Greenberg Vice Chairman of the May 28, 1999
- ---------------------------- Board of Directors
George Greenberg
Tomokazu Adachi Director May 28, 1999
- ----------------------------
Tomokazu Adachi
2
<PAGE>
Donald B. Dixon Director May 28, 1999
- ----------------------------
Donald B. Dixon
Paul G. Gillease Director May 28, 1999
- ----------------------------
Paul G. Gillease
Bruno Hofmann Director May 28, 1999
- ----------------------------
Bruno Hofmann
Stephen C. Hassenfelt Director May 28, 1999
- ----------------------------
Stephen C. Hassenfelt
Sherry R. Jacobs Director May 28, 1999
- ----------------------------
Sherry R. Jacobs
Stig A. Kry Director May 28, 1999
- ----------------------------
Stig A. Kry
Grant M. Wilson Director May 28, 1999
- ----------------------------
Grant M. Wilson
Jacobo Zaidenweber Director May 28, 1999
- ----------------------------
Jacobo Zaidenweber
3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4(a) - Restated Certificate of Incorporation of the Company, dated
November 18, 1983 (incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 7, 1999 (the "4/4/99 10-Q").
4(b) - Certificate of Amendment of Certificate of Incorporation of
the Company, dated December 28, 1986 (incorporated by
reference to Exhibit 3(b) to the 4/4/99 10-Q).
4(c) - Certificate of Amendment of Certificate of Incorporation of
the Company, dated January 14, 1988 (incorporated by reference
to Exhibit 3(c) to the 4/4/99 10-Q).
4(d) - Certificate of Amendment of Certificate of Incorporation of
the Company, dated February 4, 1999 (incorporated by reference
to Exhibit 3(d) to the 4/4/99 10-Q).
4(e) - By-Laws of the Company, as amended through November 5, 1998
(incorporated by reference to Exhibit (3)(b) to the Company's
Annual Report on Form 10-K for the fiscal year ended September
27, 1998 (the "1998 10-K")).
4(f) - Rights Agreement dated as of August 23, 1990 between the
Company and The First National Bank of Boston, as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K filed with the SEC
on September 7, 1990).
4(g) - Appointment of Successor Rights agent, dated January 28,
1994, between the Company and Wachovia Bank of North Carolina,
N.A. (incorporated by reference to Exhibit 4(e) to the
Company's Annual Report of Form 10-K for the fiscal Year ended
October 1, 1995).
4(h) - Appointment of Successor Rights Agent, dated as of April 1,
1999, between the Company and American Stock Transfer & Trust
Company (incorporated by reference to Exhibit 4(a) to the
4/4/99 10-Q).
23 - Consent of Arthur Andersen LLP. (filed herewith)
24 - Power of Attorney (included as part of the signature page to
this Registration Statement and incorporated herein by
reference).
4
<PAGE>
99(a) - Guilford Mills, Inc. 1991 Stock Option Plan (the "1991
Plan") (incorporated by reference to Exhibit 28(a) to the
Company's Registration statement on Form S-8
(Registration No. 33-47109) filed with the SEC on April 10,
1992 (the "1992 Form S-8")).
99(b) - Amendments to the 1991 Plan (incorporated by reference to
Exhibit 3 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 30, 1997).
99(c) - Amendment to the 1991 Plan (incorporated by reference to
Exhibit (10)(f) to the 1998 10-K).
99(d) - Form of Stock Option Contract for key employees in the
1991 Plan (relating to incentive stock options) (incorporated
by reference to Exhibit 28(b) to the 1992 Form S-8).
99(e) - Form of Stock Option Contract for Director participants in
the 1991 Plan (incorporated by reference to Exhibit 28(d) to
the 1992 Form S-8).
99(f) - Form of Stock Option Contract between the Company and
certain of its officers pursuant to the 1991 Plan
(incorporated by reference to Exhibit 10(b) to the Quarterly
Report on Form 10-Q for the fiscal quarter ended June 29,
1997 (the "6/29/97 10-Q")).
99(g) - Form of Stock Option Contract between the Company and
certain of its key employees pursuant to the 1991 Plan
(incorporated by reference to Exhibit 10(c) the 6/29/97 10-Q).
5
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-8 of Guilford
Mills, Inc. (the "Company") (which relates to the registration of 475,000 shares
of common stock under the Company's 1991 Stock Option Plan) of our reports dated
November 24, 1998, included in and incorporated by reference in the Company's
Form 10-K for the year ended September 27, 1998.
ARTHUR ANDERSEN LLP
Greensboro, North Carolina
May 21, 1999
