As filed with the Securities and Exchange Commission on August 13, 1997
Registration No. 333-
S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HYDE ATHLETIC INDUSTRIES, INC.
---------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-1465840
------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Centennial Industrial Park, 13 Centennial Drive, Peabody, MA 01960
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
1993 EQUITY INCENTIVE PLAN
---------------------------------------------
(Full title of the plan)
Charles A. Gottesman
Executive Vice President
Hyde Athletic Industries, Inc.
Centennial Industrial Park
13 Centennial Drive
Peabody, Massachusetts 01960
---------------------------------------------------
(Name and address of agent for service)
(508) 532-9000
---------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
--------------- ------------- ------------- ------------- -----------
Class B Common 350,000 shares $4.375 (1) $1,531,250 (1) $465.00
Stock, $.33-1/3 par
value
(1) Estimated solely for the purpose of calculating the
registration fee, and based on the average of the high and low
prices as reported by the Nasdaq National Market on August 8, 1997,
in accordance with Rules 457(c) and (h) of the Securities Act of
1933.
STATEMENT OF INCORPORATION BY REFERENCE
With the exception of Items 3, 5 and 9, below, this Registration Statement
on Form S-8 incorporates by reference the contents of the Registration Statement
on Form S-8, File No. 33-61532, such Registration Statement relating to the
Registrant's 1993 Equity Incentive Plan.
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934 (as
amended, the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933 (as amended, the
"Securities Act") that contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.
(3) The description of the Class B Common Stock, $.33-1/3 par value
per share ("Class B Common Stock"), contained in the Form 8-A filed under
the Exchange Act on April 22, 1993 and amended on May 24, 1993, including
any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant 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 shares of Class B Common Stock
offered hereby have been sold or which deregisters all shares of Class B Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of the filing of such documents.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
David E. Redlick, a partner of Hale and Dorr LLP, is Clerk of the
Registrant.
Item 9. Undertakings.
------------
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) 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;
provided, however that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in the registration statement.
(b) 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.
(c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in 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 Registrant of expenses
incurred or paid by a director, officer of controlling person of the Registrant
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 Registrant 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.
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 Peabody, Massachusetts, on this 31st day of July, 1997.
HYDE ATHLETIC INDUSTRIES, INC.
By: /s/ John H. Fisher
-----------------------------
John H. Fisher
President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Hyde Athletic Industries,
Inc., hereby severally constitute and appoint John H. Fisher, Charles A.
Gottesman and David E. Redlick, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names, in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all amendments to said Registration
Statement and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Hyde Athletic Industries, Inc.,
to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Commission, hereby ratifying and confirming our signatures
as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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 dates indicated.
Signature Title Date
----------------------------- ----------------------------- -------------
/s/ John H. Fisher President, Chief Executive July 31, 1997
- ----------------------------- Officer and Director
John H. Fisher (Principal)
/s/ Charles A. Gottesman Executive Vice President, Chief July 31, 1997
- ----------------------------- Operating Officer and Director
Charles A. Gottesman (Principal Financial Officer)
/s/ Roger P. Deschenes Chief Accounting Officer July 31, 1997
- -----------------------------
Roger P. Deschenes
/s/ John J. Neuhauser Director July 31, 1997
- -----------------------------
John J. Neuhauser
/s/ Jonathan O. Lee Director July 31, 1997
- -----------------------------
Jonathan O. Lee
/s/ Phyllis H. Fisher Director July 31, 1997
- -----------------------------
Phyllis H. Fisher
EXHIBIT INDEX
Exhibit
Number
- ----------
4 Specimen Certificate of Class B Common Stock of the Registrant
incorporated herein by reference to Exhibit 4.1 to the Registrant's
Form S-2, as amended (File No. 33-61040).
5 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included in the signature pages of this
Registration Statement).
EXHIBIT 5
Hale and Dorr LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
Hyde Athletic Industries, Inc.
Centennial Industrial Park
13 Centennial Drive
Peabody, Massachusetts 01960
Re: 1993 Equity Incentive Plan
--------------------------
Gentlemen:
On your behalf, we have assisted in the preparation of a Registration
Statement of Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission relating to 350,000 shares of Class B Common
Stock of Hyde Athletic Industries, Inc., a Massachusetts corporation (the
"Company"), issuable under the Company's 1993 Equity Incentive Plan, as amended
(the "Plan").
We have reviewed the Restated Articles of Organization and By-laws of the
Company, each as amended, all material records of meetings of directors and
stockholders of the Company and such other documents relating to the Company as
we have deemed material for the purposes of this opinion.
Based upon the foregoing, it is our opinion that the shares of Class B
Common Stock covered by the Registration Statement to be issued under the Plan
have been duly authorized for issuance, and, when issued and paid for in
accordance with the terms of the Plan, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
-------------------------------
Hale and Dorr LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Hyde Athletic Industries, Inc. (the "Company") on Form S-8 of our report
dated March 14, 1997 on our audits of the consolidated financial statements and
financial statement schedules of the Company as of January 3, 1997 and January
5, 1996 and for the years ended January 3, 1997, January 5, 1996 and December
30, 1994 which report is included in the Annual Report on Form 10-K of Hyde
Athletic Industries, Inc. for the year ended January 3, 1997.
Sincerely,
/s/ Coopers & Lybrand L.L.P.
------------------------------------------
Coopers & Lybrand L.L.P.
Boston, Massachusetts
August 13, 1997
