As filed with the Securities and Exchange Commission on September 27, 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 Identification No.)
Incorporation or Organization)
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
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CALCULATION OF REGISTRATION FEE
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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 250,000 shares $9.0625 $2,265,625 $630
(including Preferred Stock Purchase Rights) (3)
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(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 September 24, 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.
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EXPLANATORY NOTE
This Registration Statement registers 250,000 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.
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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 27th day
of September, 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, Robert A.
Emken, Jr., 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.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
Charles A. Hayes Chairman of the Board September 27, 1999
- ---------------------------------- of Directors and Chief Executive
Charles A. Hayes Officer (Principal Executive Officer)
John A. Emrich Director; President September 27, 1999
- ---------------------------------- and Chief Operating Officer
John A. Emrich
Terrence E. Geremski Director; Executive September 27, 1999
- ---------------------------------- Vice President and Chief Financial
Terrence E. Geremski Officer (Principal Financial
and Accounting Officer)
George Greenberg Vice Chairman of the September 27, 1999
- ---------------------------------- Board of Directors
George Greenberg
Tomokazu Adachi Director September 27, 1999
- ----------------------------------
Tomokazu Adachi
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<CAPTION>
<S> <C> <C>
Donald B. Dixon Director September 27, 1999
- ----------------------------------
Donald B. Dixon
Director September __, 1999
- ----------------------------------
Paul G. Gillease
Bruno Hofmann Director September 27, 1999
- ----------------------------------
Bruno Hofmann
Stephen C. Hassenfelt Director September 27, 1999
- ----------------------------------
Stephen C. Hassenfelt
Director September __, 1999
- ----------------------------------
Sherry R. Jacobs
Stig A. Kry Director September 27, 1999
- ----------------------------------
Stig A. Kry
Grant M. Wilson Director September 27, 1999
- ----------------------------------
Grant M. Wilson
Jacobo Zaidenweber Director September 27, 1999
- ----------------------------------
Jacobo Zaidenweber
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------
4(a) - Restated Certificate of Incorporation of the
Company, dated June 8, 1999 (incorporated by
reference to Exhibit 3 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
July 4, 1999 (the "7/4/99 10-Q")).
4(b) - 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(c) - 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(d) - 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(e) - 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
Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 4, 1999).
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).
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) - Amendment to the 1991 Plan (incorporated by reference
to Exhibit (10)(b) to the 7/4/99 10-Q).
99(e) - 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).
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99(f) - 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(g) - 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(h) - 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).
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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 250,000 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
September 22, 1999
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