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As filed with the Securities and Exchange Commission on July 22, 1998
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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
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(Address of Principal Executive Offices) (Zip Code)
Blair Corporation Employee Stock Purchase Plan
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(Full Title of the Plan)
Kent R. Sivillo
Vice President and Treasurer
Blair Corporation
220 Hickory Street
Warren, Pennsylvania 16366
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(Name and Address of Agent for Service)
(814) 723-3600
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(Telephone Number, Including Area Code, of Agent for Service)
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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*
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<S> <C> <C> <C> <C>
Common Stock 50,400 shares $10.50 $529,200 $156.11
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* Calculated pursuant to Rule 457(h).
Page 1 of 7 sequential pages.
Exhibit Index at sequential page 6.
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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therein is modified, superseded or replaced by a statement or information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, 1997; (b) the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1998; 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 June 30, 1998, 8,890,793 shares of the Common Stock were issued and
outstanding and held by 2,668 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.
Article 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, 1997
(File No. 1-878).
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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 Registration Statement.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Exhibit Index on
page 6 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 (l)(i) and (l)(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 which remain unsold at the termination of
the offering.
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(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 1933, 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.
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 22nd day of July, 1998.
BLAIR CORPORATION
By: /s/ KENT R. SIVILLO
-----------------------------
Kent R. Sivillo,
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.
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Signature Title Date
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<S> <C> <C>
/s/ David A. Blair Secretary and Director July 22, 1998
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David A. Blair
/s/ Steven M. Blair Vice President, Order Handling, July 22, 1998
-------------------
Steven M. Blair and Director
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<S> <C> <C>
/s/ Robert D. Crowley Vice President, Menswear, July 22, 1998
--------------------- and Director
Robert D. Crowley
/s/ Murray K. McComas President and Chairman of the July 22, 1998
--------------------- Board of Directors
Murray K. McComas (Principal Executive Officer)
/s/ Thomas P. McKeever Vice President, Corporate July 22, 1998
--------------------- Affairs and Human Resources,
Thomas P. McKeever and Director
/s/ Michael J. Samargya Vice President, Information July 22, 1998
----------------------- Services, and Director
Michael J. Samargya
/s/ Kent R. Sivillo Vice President, July 22, 1998
------------------- Treasurer and Director
Kent R. Sivillo (Principal Financial and
Accounting Officer)
/s/ Blair T. Smoulder Executive Vice President July 22, 1998
--------------------- and Director
Blair T. Smoulder
/s/ John E. Zawacki Vice President, Womenswear, July 22, 1998
------------------- and Director
John E. Zawacki
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EXHIBIT INDEX
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Exhibit Number Sequentially Numbered Page
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4(1) Articles Fourth, Eighth and Ninth of N.A.
the Restated Certificate of
Incorporation of Blair Corporation
[incorporated by reference to
Exhibit A to the Quarterly Report on
Form 10-Q of the Company dated
August 1, 1995 (SEC File No. 1-878)].
4(2) Articles III, XIII, XIV, XV, XVI, N.A.
XVII, 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 7
use of their opinion with respect to
the financial statements incorporated
by reference.
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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 January 30, 1998, with respect to the consolidated financial
statements of Blair Corporation and Subsidiary incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1997 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
/S/ ERNST & YOUNG LLP
Buffalo, New York
July 20, 1998
