As filed with the Securities and Exchange Commission on June 21, 1999.
Registration No._____________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PREMIUMWEAR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-0429620
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5500 FELTL ROAD, MINNETONKA, MINNESOTA 55343-7902
(Address of Principal Executive Offices and zip code)
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PREMIUMWEAR, INC.
1999 STOCK PLAN
(Full title of the Plan)
----------------------------
Thomas D. Gleason
Chief Executive Officer
PremiumWear, Inc.
5500 Feltl Road
Minnetonka, Minnesota 55343-7902
(612) 979-1700
(Name, address and telephone number, including area code, of agent for service)
Copy to:
John R. Houston, Esq.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
Minneapolis, Minnesota 55402
(612) 371-3211
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
- --------------------------------------------------------------------------------
Common Stock, 120,000 shares $5.375 $645,000 $179.31
$.01 par value,
to be issued pursuant
to the PremiumWear,
Inc. 1999 Stock Plan
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high
and low prices of the Company's Common Stock on June 17, 1999 as
reported on the New York Stock Exchange.
PART I
Pursuant to Part I of Form S-8, the information required by Items 1 and
2 of Form S-8 is not filed as a part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-K for the fiscal
year ended January 2, 1999.
(b) The Quarterly Report of the Company on Form 10-Q for the
quarter ended April 3, 1999.
(c) The description of the Company's common stock, preferred stock
and preferred share purchase rights as set forth in the
Company's Form 8-A Registration Statements filed with the
Commission on October 15, 1991 and September 22, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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 a part hereof from the date of filing such documents.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
John R. Houston, a partner in the firm of Lindquist & Vennum P.L.L.P., serves as
the Secretary of the Company.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws and the statutes of the State of Delaware require
the Company to indemnify any director or officer of the Company or any person
serving as a director, officer, employee or agent of another corporation,
partnership, joint venture trust or other plan at the request of the Company,
who was or is a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, against
particular liabilities and expenses incurred in connection with the action, suit
or proceeding, except where these people have not acted in good faith or did not
reasonably believe that the conduct was in our best interests.
Insofar as indemnification to the Company's directors, officers or
other persons controlling the Company for liabilities arising under the
Securities Act of 1933, as amended, may be permitted under the provisions of the
Company's Bylaws and the statutes of the State of Delaware, the Company has been
informed by the Securities and Exchange Commission, that this type of
indemnification is against public policy and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
4(a) The PremiumWear, Inc. 1999 Stock Plan (incorporated by
reference from Exhibit 10(c) to the Registrant's Form 10-K for
the year ended January 2, 1999).
5(a) Opinion and consent of Lindquist & Vennum P.L.L.P.
23(a) Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit
5(a))
23(b) Consent of Arthur Andersen LLP, independent public accountants
of PremiumWear, Inc.
24 Power of Attorney (included on signature page)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
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(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 of 1933;
(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, represents a fundamental change in the information set forth
in the registration statement;
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 connected 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
The Registrant. 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 Minneapolis, State of Minnesota, on June 21,
1999.
PREMIUMWEAR, INC.
By /s/ James S. Bury
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James S. Bury, Vice President - Finance
POWER OF ATTORNEY
The undersigned officers and directors of PremiumWear, Inc. hereby
constitute and appoint John R. Houston with power to act, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, 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 necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/S/ THOMAS D. GLEASON Chairman and Chief Executive Officer June 9, 1999
- ------------------------- (Principal Executive Officer)
Thomas D. Gleason and Director
/S/ JAMES S. BURY V. P. of Finance June 17, 1999
- ------------------------- (Principal Accounting Officer)
James S. Bury
/S/ C. DEREK ANDERSON Director June 9, 1999
- -------------------------
C. Derek Anderson
/S/ KEITH A. BENSON Director June 10, 1999
- -------------------------
Keith A. Benson
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/S/ ALAN W. KOSLOFF Director June 14, 1999
- -------------------------
Alan W. Kosloff
/S/ GERALD E. MAGNUSON Director June 10, 1999
- -------------------------
Gerald E. Magnuson
/S/ MARK B. VITTERT Director June 10, 1999
- -------------------------
Mark B. Vittert
Director June __, 1999
- -------------------------
Timothy C. Klouda
Director June __, 1999
- -------------------------
David E. Berg
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EXHIBIT 5(a)
June 21, 1999
PremiumWear, Inc.
5500 Feltl Road
Minnetonka, Minnesota 55343
RE: OPINION OF COUNSEL AS TO LEGALITY OF 120,000 SHARES OF COMMON
STOCK TO BE REGISTERED UNDER THE SECURITIES ACT OF 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 120,000 shares of Common Stock, $.01 par
value per share, of PremiumWear, Inc. (the "Company") offered pursuant to the
PremiumWear, Inc. 1999 Stock Plan (the "1999 Plan").
As counsel for the Company, we advise you that it is our opinion, based
on our familiarity with the affairs of the Company and upon our examination of
pertinent documents, that the 120,000 shares of Common Stock to be offered by
the Company under the 1999 Plan will, when paid for and issued, be validly
issued and lawfully outstanding, fully paid and nonassessable shares of Common
Stock of the Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
LINDQUIST & VENNUM P.L.L.P.
/s/ Lindquist & Vennum P.L.L.P.
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 19, 1999 included in PremiumWear, Inc.'s Form 10-K for the fiscal year
ended January 2, 1999, and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
June 21, 1999
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