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Registration No.333-70511
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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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McRAE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 56-0706710
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(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
400 North Main Street, Mt. Gilead, North Carolina 27306
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(Address of Principal Executive Offices) (Zip Code)
McRAE INDUSTRIES, INC.
INCENTIVE EQUITY PLAN
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(Full title of the Plan)
D. Gary McRae
President and Treasurer
400 North Main Street
Mt. Gilead, North Carolina 27306
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(Name and address of agent for service)
(910) 439-6147
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share* Offering Price* Registration Fee
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<S> <C> <C> <C> <C>
Class A Common Stock,
$1.00 par value 100,000 shares $5.9375 $593,750 $54.63
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</TABLE>
* Based upon the average of the high and low prices for the Class A Common Stock
on January 6, 1999, as reported on the American Stock Exchange, pursuant to Rule
457(c) and (h)(1) under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this registration statement in accordance with the Note to Part 1 of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by McRae Industries, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(1) The Company's annual report on Form 10-K for the Company's fiscal year
ended August 1, 1998.
(2) The Company's quarterly report on Form 10-Q for the quarter ended
October 31, 1998.
(3) The description of the Class A Common Stock contained in the
registration statement for the Class A Common Stock filed pursuant to
Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13, 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 herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Delaware Corporation Law contains provisions prescribing the extent
to which directors and officers shall be indemnified against liabilities which
they may incur in their capacities as such. Under those provisions, the
requirement of indemnification or reimbursement of expenses is dependent upon
numerous factors, including whether the action is brought by the corporation or
by outsiders and the extent to which the potential indemnitee is successful in
his defense. The statute is not exclusive of any other rights of indemnification
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise. The Certificate of Incorporation of the Company, as amended, requires
the Company to indemnify the officers and directors of the Company to the full
extent permitted by law.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 McRae Industries, Inc. Incentive Equity Plan
5 Opinion of Kennedy Covington Lobdell & Hickman, LLP, as to the
legality of the securities being registered.
23.1 Consent of Gleiberman Spears Shepherd & Menaker, PA.
23.2 Consent of Kennedy Covington Lobdell & Hickman, LLP (contained
in Exhibit 5).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, 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 this registration statement.
Notwithstanding the foregoing, any increase or
decrease in the 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 re 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 that a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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 (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 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 liability under the
Securities Act, it will treat each post-effective amendment as
a new registration statement of the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering.
(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, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d)
of the
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Exchange Act (and, where applicable, 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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 and will be governed by the
final adjudication of such issue.
[SIGNATURES ON NEXT PAGE]
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Mt. Gilead, State of North Carolina, on the 6th day
of January, 1999.
McRAE INDUSTRIES, INC.
By: /s/ D. Gary McRae
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D. Gary McRae
President and Treasurer
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 date indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ D. Gary McRae President and Treasurer (Principal January 6, 1999
----------------------------------------- Executive and Financial Officer)
D. Gary McRae and Director
/s/ Marvin Kiser Controller (Principal Accounting January 6, 1999
----------------------------------------- Officer)
Marvin Kiser
/s/ George M. Bruton Director January 6, 1999
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George M. Bruton
/s/ Hilton J. Cochran Director January 6, 1999
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Hilton J. Cochran
/s/ Brady W. Dickson Director January 6, 1999
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Brady W. Dickson
/s/ Victor A. Karam Director January 6, 1999
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Victor A. Karam
/s/ James W. McRae Director January 6, 1999
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James W. McRae
/s/ Harold W. Smith Director January 6, 1999
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Harold W. Smith
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 29549
EXHIBITS
Item 8
FORM S-8
REGISTRATION STATEMENT
McRAE INDUSTRIES, INC.
EXHIBIT INDEX
Exhibit Description
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4 McRae Industries, Inc. Incentive Equity Plan
5 Opinion of Kennedy Covington Lobdell & Hickman, LLP
23.1 Consent of Gleiberman Spears Shepherd & Menaker, PA.
23.2 Consent of Kennedy Covington Lobdell & Hickman, LLP
(contained in Exhibit 5).
