<PAGE> 1
As filed with the Securities and Exchange Commission on July 17, 1996
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
BLAIR CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 25-0691670
- ----------------------- -----------------------
(State of Incorporation) (I.R.S. Employer ID No.)
220 Hickory Street, Warren, Pennsylvania 16366
--------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Blair Corporation Employee Stock Purchase Plan
--------------------------------------------------
(Full Title of the Plan)
Giles W. Schutte
Executive Vice President and Treasurer
Blair Corporation
220 Hickory Street
Warren, Pennsylvania 16366
---------------------------
(Name and Address of Agent for Service)
(814) 723-3600
---------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered Price Per Share Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 34,700 shares $7.50 $260,250.00 $89.74
</TABLE>
* Calculated pursuant to Rule 457(h).
Page 1 of 7 sequential pages.
Exhibit Index at sequential page 6.
<PAGE> 2
2
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Blair Corporation (the "Company") with the
U.S. Securities and Exchange Commission are hereby incorporated by reference in
this Registration Statement, except to the extent that any statement or
information therein is modified, superseded or replaced by a statement or
information contained in any other subsequently filed document incorporated
herein by reference: (a) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995; (b) the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1995; and (c) from the date of
filing of such documents, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Registration Statement and prior to the
filing of a posteffective amendment to this Registration Statement that
indicates that all securities covered by this Registration Statement have been
sold or that deregisters all securities covered by this Registration Statement
then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of one class of 12,000,000
shares of Common Stock without nominal, or par, value (the "Common Stock"). As
of July 3, 1996, 10,075,440 shares of the Common Stock were issued and
outstanding and held by 2,949 holders of record. The Common Stock is listed for
trading on the American Stock Exchange under the symbol "BL". The holders of
shares of the Common Stock are entitled to one vote for each share held by them
upon all matters presented for a vote of the stockholders. There is no
cumulative voting for the election of directors. Holders of the Common Stock
are entitled to dividends when and if declared at the discretion of the Board of
Directors out of legally available funds, subject to the provisions of the
Company's Certificate of Incorporation. In the event of the liquidation of the
Company, the holders of the Common Stock are entitled to share ratably in the
net assets of the Company remaining after provision for payment of liabilities.
Holders of the Common Stock have no preemptive, subscription, redemption or
conversion rights.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware provides that a
corporation may indemnify its directors or officers and may purchase and
maintain liability insurance for those persons as and to the extent permitted
thereby.
The Company's Certificate of Incorporation requires the Company to indemnify
its directors and officers to the extent permitted under Section 145 of the
General Corporation Law of Delaware from and against all expenses, liabilities
and other matters referred to in or covered by Section 145, both as to action
in their official capacities and as to action in another capacity while holding
such positions.
XXIII of the ByLaws of the Company, relating to indemnification of its
directors and officers, is incorporated by reference to Exhibit 3 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 1-878).
<PAGE> 3
3
The Company maintains an insurance policy with total coverage of $15,000,000
that insures its directors and officers against damages, judgments and
settlements arising from, and defense costs in connection with, claims for
alleged wrongful acts in their respective capacities as directors and officers
of the Company, except to the extent the Company has indemnified the directors
and officers. The Company is entitled to reimbursements under the policy to
the extent it has indemnified the directors and officers for covered losses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable. No restricted securities are to be reoffered or resold
pursuant to this Reqistration Statement.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Exhibit Index on
page E-l of this Registration Statement, which Index is incorporated herein by
this reference.
ITEM 9. UNDERTAKINGS.
The undersigned 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 of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent posteffective 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 (1)(i) and (1)(ii)
do not apply if the information required to be included in a
posteffective 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, as
amended, that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such posteffective 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 posteffective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
<PAGE> 4
4
(4) That, for purposes of determining any liability under the
Securities Act of 1933, as amended, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934, as amended, 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.
(5) That, insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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 Securities Act of 1993, as amended, 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 Securities Act of 1933, as amended,
and will be governed by the final adjudication of such issue.
<PAGE> 5
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Warren, State of Pennsylvania, on the 17th day
of July, 1996.
BLAIR CORPORATION
By: /s/Giles W. Schutte
------------------------------
Giles W. Schutte, Executive Vice
President and Treasurer
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/ David A. Blair Director July 17, 1996
- --------------------
David A. Blair
/s/ Robert W. Blair Director July 17, 1996
- --------------------
Robert W. Blair
/s/ Steven M. Blair Director July 17, 1996
- --------------------
Steven M. Blair
/s/ Robert D. Crowley Director July 17, 1996
- ---------------------
Robert D. Crowley
<PAGE> 6
6
/s/ John O. Hanna Director July 17, 1996
- ------------------
John O. Hanna
/s/ Gerald A. Huber Director July 17, 1996
- -------------------
Gerald A. Huber
/s/ Murray K. McComas President and Chairman of July 17, 1996
- --------------------- the Board of Directors
Murray K. McComas (Principal Executive Officer)
/s/ Thomas P. McKeever Director July 17, 1996
- ----------------------
Thomas P. McKeever
/s/ Michael J. Samargya Director July 17, 1996
- -----------------------
Michael J. Samargya
/s/ Giles W. Schutte Executive Vice President, July 17, 1996
- -------------------- Treasurer and Director
Giles W. Schutte (Principal Financial and
Accounting Officer)
/s/ Kent R. Sivillo Director July 17, 1996
- -------------------
Kent R. Sivillo
/s/ Blair T. Smoulder Director July 17, 1996
- ---------------------
Blair T. Smoulder
/s/ John E. Zawacki Director July 17, 1996
- ------------------------
John E. Zawacki
<PAGE> 7
7
EXHIBIT INDEX
Exhibit Number Sequentially Numbered Page
-------------- --------------------------
4(1) Articles Fourth, Eighth and N.A.
Ninth of Certificate of
Incorporation of Blair
Corporation [incorporated by
reference to Exhibit 3(1) to the
Registration Statement on Form S-8
of the Company dated June 24, 1992
(SEC File No. 1-878)].
4(2) Articles III, XIII, XV, XVI, XVII, N.A.
XVIII, XXI, XXII and XXIV[1] of
the By-Laws of Blair Corporation
[incorporated by reference to Exhibit 3
to the Annual Report on Form 10-K of
the Company for the fiscal year ended
December 31, 1993 (SEC File No. 1-878)].
23 Consent of Ernst & Young LLP to the use 7
of their opinion with respect to the
financial statements incorporated by
reference.
<PAGE> 1
8
EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8, pertaining to the Blair Corporation Employee Stock Purchase Plan, of
our report dated February 2, 1996, with respect to the financial statements and
schedules of Blair Corporation included and incorporated by reference in the
Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Erie, Pennsylvania
July 17, 1996
