<PAGE> 1
As filed with the Securities and
Exchange Commission on ---------, 1995. Registration No. -----
==============================================================================
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------------
KELLWOOD COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-2472410
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
600 KELLWOOD PARKWAY
P.O. BOX 14374
ST. LOUIS, MISSOURI 63178
(Address of Principal Executive Offices)
KELLWOOD COMPANY 1995 STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS
AND
KELLWOOD COMPANY 1995 OMNIBUS INCENTIVE STOCK PLAN
(Full Title of the Plans)
THOMAS H. POLLIHAN
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
600 KELLWOOD PARKWAY
P.O. BOX 14374
ST. LOUIS, MISSOURI 63178
(Name and Address of Agent For Service)
(314) 576-3100
(Telephone number, including area code, of agent for service)
COPY TO:
FREDERICK W. AXLEY, P.C.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606-5096
<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<F1> Per Share<F2> Price<F2> Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par 1,400,000 Shares $19.3125 $27,037,500 $9,323.27
value per share) including
Preferred Stock
Purchase Rights<F3>
- -----------------------------------------------------------------------------------------------
<FN>
<F1> An undetermined number of additional shares may be issued if
the anti-dilution adjustment provisions of the plan become
operative.
<F2> Estimated solely for the purpose of calculating the
registration fee in accordance with rule 457 under the
Securities Act of 1933 based on the average of the high and
low prices of a share of Common Stock, $.01 par value per
share, as reported on The New York Stock Exchange.
<F3> Prior to the occurrence of certain events, the Preferred Stock
Purchase Rights will not be traded separately from the Common
Stock.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by Kellwood Company
(the "Registrant") are incorporated herein by reference:
(a) The Registrant's Annual Report on form 10-K for the
fiscal year ended April 30, 1995, pursuant to Section 13(a) of
the Securities Act of 1933 (the "Securities Act").
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since April 30, 1995.
(c) The description of the Registrant's Common Stock is
contained in the Registrant's registration statement on Form 8-A
filed under the Exchange Act (SEC File No. 1-7340), 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 securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to
be part hereof from the date of filing of such documents (such
documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify each director and officer of the
Registrant to the fullest extent permitted by law, subject to the
limitations set forth in its By-Laws. The By-Laws provide that
the Registrant shall indemnify to the fullest extent permitted by
law any person made or threatened to be made a party to any
action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such
person is or was a director or officer of the Registrant or
serves or served at the request of the Registrant any other
enterprise as a director or officer.
Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of directors and
officers under certain circumstances, as therein set forth.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not Applicable.
<TABLE>
ITEM 8. EXHIBITS
--------
<CAPTION>
Exhibit
Number Description of Exhibit
- ------- ----------------------
<C> <S>
4.1(a) Restated Certificate of Incorporation of Registrant,
as amended. Incorporated herein by reference to
Form 10-Q for the quarter ended July 31, 1987 (SEC
File No. 1-7340).
4.1(b) Rights Agreement dated as of June 24, 1986 between
the Registrant and Centerre Trust Company of St.
Louis. Incorporated herein by reference to
Registration Statement on Form 8-A filed June 24,
1986. As amended by Amendment dated August 21, 1990.
Incorporated herein by reference to Form 10-Q for the
quarter ended October 31, 1990 (SEC File No. 1-7340).
4.2 Bylaws of Registrant. Incorporated herein by
reference to Exhibit 3.2 of Form 10-K for the fiscal
year ended April 30, 1995 (SEC File No. 1-7340).
4.3(a) Kellwood Company 1995 Stock Option Plan for
Nonemployee Directors. Incorporated herein by
reference to Appendix B of Registrant's Proxy
Statement dated July 13, 1995.
4.3(b) Kellwood Company 1995 Omnibus Incentive Stock Plan.
Incorporated herein by reference to Appendix A of
Registrant's Proxy Statement dated July 13, 1995.
5 Opinion of Counsel as to the legality of the
securities being registered.
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<PAGE> 4
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (included on signature page).
</TABLE>
ITEM 9. UNDERTAKINGS.
------------
The Registrant hereby undertakes:
(1) 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;
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) shall not apply
if 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.
(2) That, for the purpose of determining any liability
under the 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.
(4) That, for the purposes of determining any liability
under the Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
and 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
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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.
(5) Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 or 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 Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 St. Louis, State of
Missouri, on the 8th day of December, 1995.
KELLWOOD COMPANY
By: /s/ William J. McKenna
--------------------------------------------------
William J. McKenna
Director, Chairman of the Board, Chief
Executive Officer (Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Kellwood Company
hereby severally constitute William J. McKenna and Thomas H. Pollihan, 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 (including post-effective amendments) to the
Registration Statement, and generally to do all things in our name and
behalf in the capacities indicated below to enable Kellwood Company to
comply with the provisions of the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities
indicated on the 8th day of December, 1995.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<C> <S>
/s/ William J. McKenna Director, Chairman of the Board, Chief
- ------------------------------ Executive Officer (Principal Executive Officer)
William J. McKenna
/s/ James C. Jacobsen Director, Vice Chairman (Principal Financial
- ------------------------------ and Accounting Officer)
James C. Jacobsen
/s/ Hal J. Upbin Director, President and Chief Operating Officer
- ------------------------------
Hal J. Upbin
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/s/ Raymond F. Bentele Director
- ------------------------------
Raymond F. Bentele
/s/ Edward S. Bottum Director
- ------------------------------
Edward S. Bottum
/s/ Kitty G. Dickerson Director
- ------------------------------
Kitty G. Dickerson
/s/ Leonard A. Genovese Director
- ------------------------------
Leonard A. Genovese
/s/ Jerry M. Hunter Director
- ------------------------------
Jerry M. Hunter
/s/ James S. Marcus Director
- ------------------------------
James S. Marcus
/s/ Fred W. Wenzel Director
- ------------------------------
Fred W. Wenzel
</TABLE>
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<PAGE> 8
EXHIBIT INDEX
Exhibits marked with an asterisk (*) are filed herewith. All other
documents listed are incorporated by reference to documents previously
filed by Registrant with the Securities and Exchange Commission as
indicated.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
4.1(a) Restated Certificate of Incorporation of Registrant, as
amended. Incorporated herein by reference to Form 10-Q
for the quarter ended July 31, 1987 (SEC File No. 1-7340).
4.1(b) Rights Agreement dated as of June 24, 1986 between the
Registrant and Centerre Trust Company of St. Louis.
Incorporated herein by reference to Registration Statement
on Form 8-A filed June 24, 1986. As amended by Amendment
dated August 21, 1990. Incorporated by reference to Form
10-Q for the quarter ended October 31, 1990 (SEC File No.
1-7340).
4.2 Bylaws of Registrant. Incorporated herein by reference to
Exhibit 3.2 of Form 10-K for the fiscal year ended
April 30, 1995 (SEC File No. 1-7340).
4.3(a) Kellwood Company 1995 Stock Option Plan for Nonemployee
Directors. Incorporated herein by reference to Appendix B
of Registrant's Proxy Statement dated July 13, 1995.
4.3(b) Kellwood Company 1995 Omnibus Incentive Stock Plan.
Incorporated herein by reference to Appendix A of
Registrant's Proxy Statement dated July 13, 1995.
5<F*> Opinion of Counsel as to the legality of the securities
being registered.
23.1<F*> Consent of Price Waterhouse LLP.
23.2<F*> Consent of Counsel (included in Exhibit 5).
24<F*> Power of Attorney (included on signature page).
- -----------------------
<F*> Filed herewith.
</TABLE>
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<PAGE> 1
Exhibit 5
McDermott, Will & Emery
227 West Monroe Street
Chicago, IL 60606-5096
November 30, 1995
Kellwood Company
600 Kellwood Parkway
P.O. Box 14374
St. Louis, MO 63178
Re: 1,400,000 Shares of Common Stock, $0.01 Par Value
-------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Kellwood Company (the "Company")
in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the
registration under the Securities Act of 1933, as amended, of
1,400,000 additional shares of the Company's Common Stock, $0.01
par value (the "Common Stock"), which may be issued pursuant to
Kellwood Company 1995 Stock Option Plan for Nonemployee Directors
and Kellwood Company 1995 Omnibus Incentive Stock Plan
(collectively, the "Plans").
We have examined or considered:
1. A copy of the Certificate of Incorporation of the
Company, as amended.
2. The Bylaws of the Company.
3. Telephonic confirmation of the Secretary of
State of the State of Delaware, as of a recent date, as
to the good standing of the Company in that state.
4. A Certificate of the Secretary of the Company
relating to resolutions duly adopted by the Board of
Directors of the Company regarding the Plans.
5. A Certificate of the Secretary of the Company
relating to the approval of the Plans by the
stockholders of the Company.
6. A copy of the Plans.
<PAGE> 2
November 30, 1995
Page 2
In addition to the examination outlined above, we have
conferred with various officers of the Company and have
ascertained or verified, to our satisfaction, such additional
facts as we deemed necessary or appropriate for the purposes of
this opinion.
Based upon the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized,
validly existing and in good standing under the laws of
the State of Delaware.
(b) All legal and corporate proceedings necessary
for the authorization, issuance and delivery of the
shares of Common Stock to be sold by the Company have
been duly taken, and the Common Stock, upon issuance
pursuant to the terms of the Plans, will be duly
authorized, legally and validly issued, fully paid and
nonassessable.
We hereby consent to all references to our firm in the
Registration Statement and to the filing of this opinion by the
Company as an Exhibit to the Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
---------------------------
McDermott, Will & Emery
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 1, 1995 appearing at page 18 of
the 1995 Annual Report to Shareowners of Kellwood Company which is incorporated
by reference in Kellwood Company's Annual Report on Form 10-K for the year
ended April 30, 1995.
/s/Price Waterhouse LLP
Price Waterhouse LLP
St. Louis, Missouri
December 8, 1995
