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As filed with the Securities and Exchange Commission on August 3, 1999
Registration No. 333-____
================================================================================
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 CERTIFICATE OF INCORPORATION)
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<S> <C> <C>
DELAWARE 5961 25-0691670
(state or other jurisdiction of (Primary Standard (IRS Employer Identification
incorporation or organization) Classification Code Number) Number)
</TABLE>
220 HICKORY STREET
WARREN, PENNSYLVANIA 16366
(814) 723-3600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
BLAIR CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
KENT R. SIVILLO
VICE PRESIDENT AND TREASURER
BLAIR CORPORATION
220 HICKORY STREET
WARREN, PENNSYLVANIA 16366
(814) 723-3600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Copies to:
JOHN H. VOGEL, ESQUIRE
PATTON BOGGS LLP
2550 M STREET, N.W.
WASHINGTON, DC 20037
(202) 457-6000
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<CAPTION>
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Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered(1) Price Per Share Offering Price Fee
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
60,150(2) $6.50 $390,975 $108.69(3)
No par value per Share
===========================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
Blair Corporation Employee Stock Purchase Plan (the "Plan"), as the result of a
stock split, stock dividend or similar adjustment of the outstanding Common
Stock of Blair Corporation pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the total number of shares currently available for issuance as
options pursuant to the Plan.
(3) Calculated pursuant to Rule 457(h).
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
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BLAIR CORPORATION
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Blair Corporation
(the "Company" or the "Registrant") Employee Stock Purchase Plan (the "Plan")
required by Part I of the Registration Statement will be sent or given to the
participants in any of the Plan as specified by Rule 428(b)(1). Such document is
not filed with the Securities and Exchange Commission (the "SEC") either as a
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, which includes the consolidated balance
sheets of the Company as of December 31, 1998 and 1997, and
the related consolidated statements of income, stockholders'
equity and cash flows for each of the years in the three-year
period ended December 31, 1998, together with the related
notes and the report of Ernst & Young LLP, independent
certified public accountants, originally filed with the SEC on
March 19, 1999 (SEC File No. 1-878).
(b) The Form 10-Q report filed by the Registrant for the fiscal
quarter ended March 31, 1999 (File No. 1-878) filed with the
SEC on May 13, 1999.
(c) All documents filed by the Registrant pursuant to Section
13(a) and (c), 14 or 15(d) of the Exchange Act after the date
hereof and prior to the filing of a post-effective amendment
which deregisters all securities then remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, 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 DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, 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
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
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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, 1998
(File No. 1-878).
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.
ITEM 8. LIST OF EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4.1 Specimen Stock Certificate for Common Stock of Blair
Corporation.
4.2 Articles Fourth, Eighth and Ninth of 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)].
4.3 Articles III, XIII, XIV, XV, XVI, XVII, XVIII, XXI, XXII and
XXIV[1] of the ByLaws 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)].
23.0 Consent of Ernst & Young.
24.0 Power of Attorney is located on the signature pages.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental change in
the information 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 end 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 a 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) Include any additional or changed material information on the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement unless the
information required by (i) and (ii) is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference
into this Registration Statement;
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new Registration Statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the Offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's or the Plan's annual report
pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, 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 trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, 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
Registrant 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 August 3, 1999.
BLAIR CORPORATION
By: /s/ Kent R. Sivillo
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Kent R. Sivillo
Vice President and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kent Sivillo as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, 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 requisite and necessary 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 substitute or substitutes, may lawfully or do cause to be done by
virtue hereof.
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.
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<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Murray K. McComas President and Chairman of the Board of August 3, 1999
- --------------------------- Directors
Murray K. McComas (principal executive officer)
/s/ Kent R. Sivillo Vice President, Treasurer and Director August 3, 1999
- --------------------------- (principal financial and accounting officer)
Kent R. Sivillo
/s/ David A. Blair Secretary and Director August 3, 1999
- ---------------------------
David A. Blair
Executive Vice President and Director August 3, 1999
- ---------------------------
Blair T. Smoulder
/s/ Steven M. Blair Vice President, Order Handling, and Director August 3, 1999
- ---------------------------
Steven M. Blair
/s/ Robert D. Crowley Vice President, Menswear, and Director August 3, 1999
- ---------------------------
Robert D. Crowley
/s/ Thomas P. McKeever Vice President, Corporate Affairs and Human August 3, 1999
- --------------------------- Resources, and Director
Thomas P. McKeever
</TABLE>
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<S> <C> <C>
/s/ Michael J. Samargya Vice President, Information Services, and August 3, 1999
- --------------------------- Director
Michael J. Samargya
/s/ John E. Zawacki Vice President, Womenswear, and Director August 3, 1999
- ---------------------------
John E. Zawacki
/s/ Robert W. Blair Director August 3, 1999
- ---------------------------
Robert W. Blair
/s/ John O. Hanna Director August 3, 1999
- ---------------------------
John O. Hanna
/s/ Gerald A. Huber Director August 3, 1999
- ---------------------------
Gerald A. Huber
Director August 3, 1999
- ---------------------------
Craig N. Johnson
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Exhibit 4.1
BLAIR
CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
[GRAPHIC] [GRAPHIC]
COMMON STOCK COMMON STOCK
(NEW) CUSIP 092828 10 2
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS
CERTIFIES
THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES WITHOUT NOMINAL
OR PAR VALUE OF THE COMMON STOCK OF
- --------------------------------BLAIR CORPORATION-------------------------------
(hereinafter called the "Corporation") transferable on the books of the
Corporation by the registered owner hereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed.
This Certificate is not valid unless countersigned by the Transfer Agent
and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated: BLAIR CORPORATION
David A. Blair By
SECRETARY Murray K. McComas
PRESIDENT
[BLAIR CORPORATE SEAL]
Countersigned and Registered
National City Bank
(Cleveland, Ohio)
-------------------------------
Transfer Agent
and Registrar
BY
Authorized Signature
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The following abbreviations, when used in the inscription on the face of
this certificate shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT-- Custodian
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right of under Uniform Gifts to
survivorship and not as tenants Minors Act
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received______________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------
| |
| |
- ----------------------
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
__________________________________________________________shares of the capital
stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint_______________________Attorney to transfer the said
stock on the books of the within named Corporation with full power of
substitution in the premises.
Dated________________
__________________________________________________________
NOTICE: THE SIGNATURES TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAMES AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
_______________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
<PAGE> 1
Exhibit 23.0
CONSENT OF INDEPENDENT AUDITORS
We consent to 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 1, 1999, 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, 1998 and the related
financial statement schedule included therein, filed with Securities and
Exchange Commission.
/s/ Ernst & Young
Buffalo, New York
August 2, 1999
