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As filed with the Securities and Exchange Commission on June 18, 1999
Registration No. 333-____________
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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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R. G. BARRY CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 31-4362899
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13405 Yarmouth Road N.W., Pickerington, Ohio 43147
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(Address of Principal Executive Offices) (Zip Code)
R. G. Barry Corporation
1997 Incentive Stock Plan, as amended
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(Full title of the plan)
Copy to:
Richard L. Burrell Elizabeth Turrell Farrar, Esq.
R. G. Barry Corporation Vorys, Sater, Seymour and Pease LLP
13405 Yarmouth Road N.W. 52 East Gay Street, P.O. Box 1008
Pickerington, Ohio 43147 Columbus, Ohio 43216-1008
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(Name and address of agent for service)
(614) 864-6400
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(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Proposed maximum maximum
securities to Amount to be offering price per aggregate offering Amount of
be registered registered unit (1) price (1) registration fee
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<S> <C> <C> <C> <C>
Common Shares, 450,000 $7.91 $3,559,500 $990
$1.00 Par Value (2)
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</TABLE>
(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h)
promulgated under the Securities Act of 1933, as amended, and computed on
the basis of $7.91 per share, which is the average of the high and low
sales prices of the Common Shares as reported on the New York Stock
Exchange on June 16, 1999.
(2) This Registration Statement also covers related Series I Junior
Participating Class A Preferred Share Purchase Rights (the "Rights")
which evidence the right to purchase, under certain conditions, one
one-hundredth of a share of Series I Junior Participating Class A
Preferred Shares, $1 par value. Registrant is required to deliver one
Right with each Common Share that becomes outstanding until the
"distribution date" for the Rights, at which date the Rights will
commence trading separately from the Common Shares.
Index to Exhibits at Page II-19 (Page 20 as sequentially numbered).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Annual Report on Form 10-K for the fiscal year ended January 2,
1999 of R. G. Barry Corporation (the "Registrant") and all other reports filed
with the Securities and Exchange Commission (the "Commission") pursuant to the
requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since that date are hereby incorporated
by reference.
The description of the Registrant's Common Shares contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
June 6, 1995 and the description of the Series I Junior Participating Class A
Preferred Share Purchase Rights of the Registrant (the "Rights") contained in
the Registrant's Registration Statement on Form 8-A filed with the Commission on
March 16, 1998, and all amendments thereto or reports filed for the purpose of
updating such descriptions heretofore filed by the Registrant with the
Commission, are hereby incorporated by reference.
Any definitive proxy statement or information statement filed pursuant
to Section 14 of the Exchange Act and all documents which may be filed with the
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent
to the date hereof and prior to the completion of the offering contemplated
hereby, shall also be deemed to be incorporated herein by reference and to be
made a part hereof from the date of filing of such documents; provided, however,
that no report of the Compensation Committee of the Board of Directors of the
Registrant on executive compensation and no performance graph included in any
proxy statement or information statement filed pursuant to Section 14 of the
Exchange Act shall be deemed to be incorporated herein by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the Common Shares of the Registrant
being registered on this Registration Statement on Form S-8 will be passed upon
for the Registrant by Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street,
P.O. Box 1008,
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Columbus, Ohio 43216-1008. Roger E. Lautzenhiser, a director of the Registrant,
is a partner in such firm. As of June 2, 1999, members of Vorys, Sater, Seymour
and Pease LLP, and attorneys employed thereby, together with members of their
immediate families, beneficially owned an aggregate of 2,289 Common Shares.
Item 6. Indemnification of Directors and Officers.
Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to
any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, other than
an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees,
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if
he had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, he had reasonable cause
to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to
any threatened, pending, or completed action or suit by or in the right
of the corporation to procure a judgment in its favor,
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by reason of the fact that he is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, member, manager,
or agent of another corporation, domestic or foreign, nonprofit or for
profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including attorney's
fees, actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall
be made in respect of any of the following:
(a) Any claim, issue, or matter as to which such
person is adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation unless, and
only to the extent that, the court of common pleas or the
court in which such action or suit was brought determines,
upon application, that, despite the adjudication of liability,
but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such
expenses as the court of common pleas or such other court
shall deem proper;
(b) Any action or suit in which the only liability
asserted against a director is pursuant to section 1701.95 of
the Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this
section, unless ordered by a court, shall be made by the corporation
only as authorized in the specific case, upon a determination that
indemnification of the director, trustee, officer, employee,
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member, manager, or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in division (E)(1) or
(2) of this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of
directors of the indemnifying corporation who were not and are
not parties to or threatened with the action, suit, or
proceeding referred to in division (E)(1) or (2) of this
section;
(b) If the quorum described in division (E)(4)(a) of
this section is not obtainable or if a majority vote of a
quorum of disinterested directors so directs, in a written
opinion by independent legal counsel other than an attorney,
or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation
or any person to be indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in
which the action, suit, or proceeding referred to in division
(E)(1) or (2) of this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the
corporation under division (E)(2) of this section, and within ten days
after receipt of such notification, such person shall have the right to
petition the court of common pleas or the court in which such action or
suit was brought to review the reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that
is the subject of an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, the articles or the regulations
of a corporation state, by specific reference to this division, that
the provisions of this division do not apply to the corporation and
unless the only liability
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asserted against a director in an action, suit, or proceeding referred
to in division (E)(1) or (2) of this section is pursuant to section
1701.95 of the Revised Code, expenses, including attorney's fees,
incurred by a director in defending the action, suit or proceeding
shall be paid by the corporation as they are incurred, in advance of
the final disposition of the action, suit, or proceeding upon receipt
of an undertaking by or on behalf of the director in which he agrees to
do both of the following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that
his action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the
corporation or undertaken with reckless disregard for the best
interests of the corporation;
(ii) Reasonably cooperate with the corporation
concerning the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent in
defending any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, may be paid by the corporation as they
are incurred, in advance of the final disposition of the action, suit,
or proceeding, as authorized by the directors in the specific case,
upon receipt of an undertaking by or on behalf of the director,
trustee, officer, employee, member, manager, or agent to repay such
amount, if it ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification under the articles, the regulations,
any agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding their offices or positions,
and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, member, manager, or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a
person.
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(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to, trust funds,
letters of credit, or self-insurance, on behalf of or for any person
who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify
him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has
a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not limit the
payment of expenses as they are incurred, indemnification, insurance,
or other protection that may be provided pursuant to divisions
(E)(5),(6), and (7) of this section. Divisions (E)(1) and (2) of this
section do not create any obligation to repay or return payments made
by the corporation pursuant to division (E)(5),(6) or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger and the
new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager, or agent of such
a constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, a partnership,
joint venture, trust, or other enterprise, shall stand in the same
position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving
corporation in the same capacity.
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Article EIGHTH of the Articles of Incorporation, as amended, of the
Registrant governs indemnification by the Registrant and provides as follows:
EIGHTH: I. Mandatory Indemnification. The Corporation shall
indemnify any officer or director of the Corporation who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any
action threatened or instituted by or in the right of the Corporation),
by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, trustee, officer, employee or agent of
another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, against expenses
(including, without limitation, attorneys' fees, filing fees, court
reporters' fees and transcript costs), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal
action or proceeding, he had no reasonable cause to believe his conduct
was unlawful. A person claiming indemnification under this Paragraph I
shall be presumed, in respect of any act or omission giving rise to
such claim for indemnification, to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal matter,
to have had no reasonable cause to believe his conduct was unlawful,
and the termination of any action, suit or proceeding by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, rebut such presumption.
II. Court-Approved Indemnification. Anything contained in
these Articles, the Regulations of the Corporation or elsewhere to the
contrary notwithstanding:
(A) the Corporation shall not indemnify any officer
or director of the Corporation who was a party to any
completed action or suit instituted by or in the right of the
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Corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request
of the Corporation as a director, trustee, officer, employee
or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or
other enterprise, in respect of any claim, issue or matter
asserted in such action or suit as to which he shall have been
adjudged to be liable for acting with reckless disregard for
the best interests of the Corporation or misconduct (other
than negligence) in the performance of his duty to the
Corporation or such other entity unless and only to the extent
that the Court of Common Pleas of Fairfield County, Ohio or
the court in which such action or suit was brought shall
determine upon application that, despite such adjudication of
liability, and in view of all the circumstances of the case,
he is fairly and reasonably entitled to such indemnity as such
Court of Common Pleas or such other court shall deem proper;
and
(B) the Corporation shall promptly make any such
unpaid indemnification as is determined by a court to be
proper as contemplated by this Paragraph II.
III. Indemnification for Expenses. Anything contained in these
Articles, the Regulations of the Corporation or elsewhere to the
contrary notwithstanding, to the extent that an officer or director of
the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Paragraph I of
this Article EIGHTH, or in defense of any claim, issue or matter
therein, he shall be promptly indemnified by the Corporation against
expenses (including, without limitation, attorneys' fees, filing fees,
court reporters' fees and transcript costs) actually and reasonably
incurred by him in connection therewith.
IV. Determination Period. Any indemnification required under
Paragraph I of this Article EIGHTH and not precluded under Paragraph II
of this Article EIGHTH shall be made by the Corporation only upon a
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determination that such indemnification of the officer or director is
proper in the circumstances because he has met the applicable standard
of conduct set forth in Paragraph I of this Article EIGHTH. Such
determination may be made only (A) by a majority vote of a quorum
consisting of directors of the Corporation who were not and are not
parties to, or threatened with, any such action, suit or proceeding, or
(B) if such a quorum is not obtainable or if a majority of the quorum
of disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having
associated with it an attorney, who has been retained by or who has
performed services for the Corporation, or any person to be
indemnified, within the past five years, or (C) by the shareholders, or
(D) by the Court of Common Pleas of Fairfield County, Ohio or (if the
Corporation is a party thereto) the court in which such action, suit or
proceeding was brought, if any; any such determination may be made by a
court under division (D) of this Paragraph IV at any time [including,
without limitation, any time before, during or after the time when any
such determination may be requested of, be under consideration by or
have been denied or disregarded by the disinterested directors under
division (A) or by independent legal counsel under division (B) or by
the shareholders under division (C) of this Paragraph IV]; and no
failure for any reason to make any such determination, and no decision
for any reason to deny any such determination, by the disinterested
directors under division (A) or by independent legal counsel under
division (B) or by the shareholders under division (C) of this
Paragraph IV shall be evidence in rebuttal of the presumption recited
in Paragraph I of this Article EIGHTH. Any determination made by the
disinterested directors under division (A) or by independent legal
counsel under division (B) of this Paragraph IV to make indemnification
in respect of any claim, issue or matter asserted in an action or suit
threatened or brought by or in the right of the Corporation shall be
promptly communicated to the person who threatened or brought such
action or suit, and within ten (10) days after receipt of such
notification such person shall have the right to petition the Court of
Common Pleas of Fairfield County, Ohio or the court in which such
action or suit was brought, if any, to review the reasonableness of
such determination.
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V. Advances for Expenses. Expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) incurred in defending any action, suit or proceeding
referred to in Paragraph I of this Article EIGHTH shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding to or on behalf of the officer or director promptly as such
expenses are incurred by him, but only if such officer or director
shall first agree, in writing, to repay all amounts so paid in respect
of any claim, issue or other matter asserted in such action, suit or
proceeding in defense of which he shall not have been successful on the
merits or otherwise:
(A) if it shall ultimately be determined as provided
in Paragraph IV of this Article EIGHTH that he is not entitled
to be indemnified by the Corporation as provided under
Paragraph I of this Article EIGHTH; or
(B) if, in respect of any claim, issue or other
matter asserted by or in the right of the Corporation in such
action or suit, he shall have been adjudged to be liable for
acting with reckless disregard for the best interests of the
Corporation or misconduct (other than negligence) in the
performance of his duty to the Corporation, unless and only to
the extent that the Court of Common Pleas of Fairfield County,
Ohio or the court in which such action or suit was brought
shall determine upon application that, despite such
adjudication of liability, and in view of all the
circumstances, he is fairly and reasonably entitled to all or
part of such indemnification.
VI. Article EIGHTH Not Exclusive. The indemnification provided
by this Article EIGHTH shall not be exclusive of, and shall be in
addition to, any other rights to which any person seeking
indemnification may be entitled under the Articles or the Regulations
or any agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to
a person who has ceased to be an officer or director of
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the Corporation and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
VII. Insurance. The Corporation may purchase and maintain
insurance or furnish similar protection, including, but not limited to,
trust funds, letters of credit, or self-insurance, on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as
a director, trustee, officer, employee, or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint
venture, trust or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the
obligation or the power to indemnify him against such liability under
the provisions of this Article EIGHTH. Insurance may be purchased from
or maintained with a person in which the Corporation has a financial
interest.
VIII. Indemnity Agreements. The Corporation may from time to
time enter into indemnity agreements with the persons who are members
of its Board of Directors and with such officers or other persons as
the Board may designate, such indemnity agreements to provide in
substance that the Corporation will indemnify such person to the
fullest extent of the provisions of this Article EIGHTH and/or to the
fullest extent permitted under Ohio law.
IX. Indemnification of Employees and Agents of the
Corporation. The Corporation may, under procedures authorized from time
to time by the Board of Directors, grant rights to indemnification and
to be paid by the Corporation the expenses incurred in defending any
proceeding in advance of its final disposition, to any employee or
agent of the Corporation to the fullest extent of the provisions of
this Article EIGHTH.
X. Certain Definitions. For purposes of this Article EIGHTH,
and as examples and not by way of limitation:
(A) A person claiming indemnification under this
Article EIGHTH shall be deemed to have been successful on the
merits or otherwise in defense of any action, suit or
proceeding referred to in Paragraph I of this Article EIGHTH,
or in defense of any claim,
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issue or other matter therein, if such action, suit or
proceeding shall be terminated as to such person, with or
without prejudice, without the entry of a judgment or order
against him, without a conviction of him, without the
imposition of a fine upon him and without his payment or
agreement to pay any amount in settlement thereof (whether or
not any such termination is based upon a judicial or other
determination of the lack of merit of the claims made against
him or otherwise results in a vindication of him); and
(B) References to an "other enterprise" shall include
employee benefit plans; references to a "fine" shall include
any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the
request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to
be in the best interests of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation"
within the meaning of that phrase as used in this Article
EIGHTH.
XI. Venue. Any action, suit or proceeding to determine a claim
for indemnification under this Article EIGHTH may be maintained by the
person claiming such indemnification, or by the Corporation, in the
Court of Common Pleas of Fairfield County, Ohio. The Corporation and
(by claiming such indemnification) each such person consent to the
exercise of jurisdiction over its or his person by the Court of Common
Pleas of Fairfield County, Ohio in any such action, suit or proceeding.
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The Registrant has entered into indemnification agreements with its
directors and officers which, among other matters, provide as follows:
The Company is required to maintain directors' and officers'
liability insurance at not less than the current level unless the Board
of Directors concludes that the premium cost is substantially
disproportionate to the amount of coverage provided. The Company is
required to indemnify a director or officer against certain liabilities
if the director or officer has acted in good faith and in a manner the
director or officer reasonably believed to be in or not opposed to the
best interests of the Company. The Company is required to advance
defense costs and expenses to the director or officer so long as the
director or officer agrees to repay any such costs and expenses to the
Company if it is ultimately determined that the director or officer is
not entitled to indemnification. Indemnification is not provided for
liability arising under the short-swing profits recapture provisions of
Section 16(b) of the Securities Exchange Act of 1934 or for liability
resulting from conduct that is determined to involve reckless disregard
for the best interests of the Company or misconduct (other than
negligence). The indemnification obligations of the Company continue
for so long as the indemnified party may be subject to any possible
action or proceeding. In the event of a "potential change in control"
(as defined in the indemnification agreements), the Company is
required, upon written request of the director or officer, to create a
trust to indemnify the director or officer and to fund such trust in an
amount sufficient to cover expenses reasonably anticipated. Upon a
"change in control" (as defined in the indemnification agreements), the
trust would become irrevocable. All unexpended funds in the trust would
revert to the Company upon a final determination by a court or
independent legal counsel that a director or officer has been fully
indemnified under the terms of the indemnification agreement.
Section 2(d) of the R. G. Barry Corporation 1997 Incentive Stock Plan
(as amended, the "Plan") also addresses indemnification and provides:
(d) Indemnification. Each person who is or shall have been a member of
the Committee [which administers the Plan] or of the Board of Directors
shall be indemnified and held harmless by the Company against and from
any
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loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him in connection with or resulting from any claim, action,
suit or proceeding to which he may be a party or in which he may be
involved by reason of any action taken or failure to act under the Plan
and against and from any and all amounts paid by him in settlement
thereof, with the Company's approval, or paid by him in satisfaction of
judgment in any such action, suit or proceeding against him; provided
that he shall give the Company an opportunity, at its own expense, to
handle and defend the same before he undertakes to handle and defend it
on his own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such person
may be entitled under the Company's Articles of Incorporation or
Regulations, as a matter of law, or otherwise, or any power that the
Company may have to indemnify him or hold him harmless.
In addition, the Registrant has purchased insurance coverage under a
policy which insures directors and officers against certain liabilities which
might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Index to Exhibits attached hereto at page II-19.
Item 9. Undertakings.
A. 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or
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the most recent post-effective 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 A(1)(i) and A(1)(ii) do not
apply if 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
Securities Exchange Act of 1934 that are incorporated by
reference in this 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.
C. 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 provisions described in Item
6 of this Part II, or
II-15
<PAGE> 17
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 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.
II-16
<PAGE> 18
SIGNATURES
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 Pickerington, State of Ohio, on the 18th day of June,
1999.
R. G. BARRY CORPORATION
By: /s/ Richard L. Burrell
-----------------------
Richard L. Burrell,
Senior Vice President-Finance,
Secretary 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 indicated on the 18th day of June, 1999.
Signature Title
- --------- -----
*Gordon Zacks Chairman of the Board,
- --------------------------- President, Chief Executive
Gordon Zacks Officer and Director
*Richard L. Burrell Senior Vice President-Finance,
- --------------------------- Treasurer, Secretary and Director
Richard L. Burrell
*Christian Galvis Executive Vice President-Operations
- --------------------------- and Director
Christian Galvis
*By Power of Attorney
/s/ Richard L. Burrell
- ---------------------------
Richard L. Burrell
(Attorney-in-Fact)
II-17
<PAGE> 19
Signature Title
- --------- -----
*Leopold Abraham II Director
- ---------------------------
Leopold Abraham II
*Philip G. Barach Director
- ---------------------------
Philip G. Barach
*William Giovanello Director
- ---------------------------
William Giovanello
*Harvey M. Krueger Director
- ---------------------------
Harvey M. Krueger
*Roger E. Lautzenhiser Director
- ---------------------------
Roger E. Lautzenhiser
*Edward M. Stan Director
- ---------------------------
Edward M. Stan
*By Power of Attorney
/s/ Richard L. Burrell
- ---------------------------
Richard L. Burrell
(Attorney-in-Fact)
II-18
<PAGE> 20
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
5 Opinion of Vorys, Sater, Seymour and Pease LLP, *
counsel to Registrant
10 R. G. Barry Corporation 1997 Incentive Stock Plan *
(reflects amendments through May 13, 1999)
23 (a) Consent of Independent Certified Public Accountants *
23 (b) Consent of Vorys, Sater, Seymour and Pease LLP, Filed as part of
counsel to Registrant Exhibit 5 hereof.
24 Powers of Attorney *
</TABLE>
- ---------------------------
* Filed herewith.
II-19
<PAGE> 1
Exhibit 5
[Letterhead of Vorys, Sater, Seymour and Pease LLP]
June 18, 1999
Board of Directors
R. G. Barry Corporation
13405 Yarmouth Road N.W.
Pickerington, OH 43147
Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by
R. G. Barry Corporation, an Ohio corporation (the "Company"), in connection with
the amendment of the R. G. Barry Corporation 1997 Incentive Stock Plan (as
amended, the "Plan"), to, among other things, make an additional 450,000 common
shares, $1.00 par value (the "Common Shares"), of the Company available under
the Plan; the granting of options to purchase Common Shares of the Company
pursuant to the Plan; the granting of stock appreciation rights ("SARs")
pursuant to the Plan; the issuance and sale of Common Shares of the Company upon
exercise of options granted and options and SARs to be granted under the Plan;
and the granting of restricted share awards under the Plan, all as described in
the Registration Statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission on the date hereof. The
purpose of the Registration Statement is to register the additional 450,000
Common Shares reserved for issuance under the Plan pursuant to the provisions of
the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations promulgated thereunder (the "Rules and Regulations").
In connection with this opinion, we have examined an original or copy
of, and have relied upon the accuracy of, without independent verification or
investigation: (a) the Registration Statement; (b) the Plan; (c) the Company's
Articles of Incorporation, as amended; (d) the Company's Regulations, as
amended; and (e) certain proceedings of the directors and of the shareholders of
the Company. We have also relied upon such representations of the Company and
officers of the Company and such authorities of law as we have deemed relevant
as a basis for this opinion.
<PAGE> 2
Board of Directors
R.G. Barry Corporation
June 18, 1999
Page 2
We have relied solely upon the examinations and inquiries recited
herein, and we have not undertaken any independent investigation to determine
the existence or absence of any facts, and no inference as to our knowledge
concerning such facts should be drawn.
Based upon and subject to the foregoing and the further qualifications
and limitations set forth below, as of the date hereof, we are of the opinion
that after the additional 450,000 Common Shares of the Company to be registered
under the Registration Statement have been issued and delivered by the Company
upon the exercise of options under the Plan against payment of the purchase
price therefor, upon exercise of SARs under the Plan and upon grant of
restricted share awards under the Plan, in each case in accordance with the
terms of the Plan, said Common Shares will be validly issued, fully paid and
non-assessable, assuming compliance with applicable federal and state securities
laws.
Our opinion is limited to the General Corporation Law of Ohio in effect
as of the date hereof. This opinion is furnished by us solely for the benefit of
the Company in connection with the offering of the Common Shares pursuant to the
Plan and the filing of the Registration Statement and any amendments thereto.
This opinion may not be relied upon by any other person or assigned, quoted or
otherwise used without our specific written consent.
Notwithstanding the foregoing, we consent to the filing of this opinion
as an exhibit to the Registration Statement and to the reference to us therein.
By giving such consent, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Act or the Rules and
Regulations.
Very truly yours,
/s/ Vorys, Sater, Seymour and Pease LLP
VORYS, SATER, SEYMOUR AND PEASE LLP
ETF/i
<PAGE> 1
Exhibit 10
R. G. BARRY CORPORATION
1997 INCENTIVE STOCK PLAN
(reflects amendments through May 13, 1999)
<PAGE> 2
R. G. BARRY CORPORATION
1997 INCENTIVE STOCK PLAN
(REFLECTS AMENDMENTS THROUGH MAY 13, 1999)
PART I
GENERAL
1. PURPOSE
The purpose of this R. G. Barry Corporation 1997 Incentive Stock Plan
(the "Plan") is to advance the interests of R. G. Barry Corporation or any
adopting successor thereto (the "Company") and its present and future
subsidiaries and to enhance the value of the shareholders' investment in the
Company by encouraging key employees to acquire or increase and retain a
financial interest in the Company and thereby encourage the key employees to
remain in the employment of the Company and its subsidiaries and to put forth
maximum efforts for the success of the Company. In addition, the Plan is
intended to enable the Company and its subsidiaries to compete effectively for
the services of potential employees by furnishing an additional incentive to
join the employment of the Company and its subsidiaries.
2. ADMINISTRATION OF THE PLAN
(a) Committee. The Plan shall be administered by a committee (the
"Committee") of at least three persons which shall be either the Compensation
Committee of the Board of Directors or such other committee comprised entirely
of (i) "outside directors" within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), or any successor provision, and
the regulations and rulings thereunder; and (ii) "non-employee directors" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or any successor rule or regulation, as the Board of
Directors of the Company may from time to time designate.
(b) Authority of the Committee. The Committee shall have full power and
authority in its discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to exercise all the power and
authority specifically granted to it under the Plan or necessary or advisable,
in the sole and absolute discretion of the Committee, to the administration of
the Plan including, without limitation, the authority to: select from among
eligible employees those persons to whom options, stock appreciation rights or
restricted share awards may be granted pursuant to the Plan; fix the terms and
provisions and restrictions of any option, stock appreciation right or
restricted share award granted under the Plan; grant options, stock appreciation
rights and restricted share awards; interpret and construe any provision of the
Plan or of any option, stock appreciation right or restricted share award
granted hereunder; make all required or appropriate determinations under the
Plan or any option, stock appreciation right or restricted share award granted
hereunder; adopt, amend and rescind such rules and regulations relating to the
Plan as the Committee shall determine in its discretion, subject to the express
provisions of the Plan; and make all other determinations deemed by it necessary
or advisable for the administration of the Plan. All decisions and designations
made by the Committee pursuant to the provisions of the Plan shall be final,
binding and conclusive with respect to all interested parties.
(c) Vacancies, etc. The Board of Directors shall fill all vacancies,
however caused, in the Committee. The Board of Directors may from time to time
appoint additional members to the Committee, and may at any time remove one or
more Committee members and substitute others. One
<PAGE> 3
member of the Committee shall be selected by the Board of Directors to serve as
chairman of the Committee. The Committee shall hold its meetings at such times
and places as it shall deem advisable. All determinations of the Committee shall
be made by a majority of its members. The Committee may appoint a secretary and
make such rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings.
(d) Indemnification. Each person who is or shall have been a member of
the Committee or of the Board of Directors shall be indemnified and held
harmless by the Company against and from any loss, cost, liability or expense
that may be imposed upon or reasonably incurred by him in connection with or
resulting from any claim, action, suit or proceeding to which he may be a party
or in which he may be involved by reason of any action taken or failure to act
under the Plan and against and from any and all amounts paid by him in
settlement thereof, with the Company's approval, or paid by him in satisfaction
of judgment in any such action, suit or proceeding against him; provided that he
shall give the Company an opportunity, at its own expense, to handle and defend
the same before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such person may be entitled under the Company's
Articles of Incorporation or Regulations, as a matter of law, or otherwise, or
any power that the Company may have to indemnify him or hold him harmless.
3. ELIGIBILITY
(a) General. All full-time employees of the Company, including those
who are officers or directors, are eligible to receive options, stock
appreciation rights and restricted share awards pursuant to the Plan if selected
as a participant; provided, however, that members of the Committee may not
participate in the Plan. More than one option, stock appreciation right or
restricted share award may be granted to an employee.
(b) Factors. In determining the employees to whom options, stock
appreciation rights and/or restricted share awards are to be granted under the
Plan, the Committee shall consider such factors as it deems pertinent in
selecting such employees and in determining the type and amount of their
respective awards, including, without limitation: (a) the financial condition of
the Company and its subsidiaries; (b) anticipated profits for the current or
future years; (c) contributions of the employees to the profitability and
development of the Company and its subsidiaries; and (d) other compensation
provided to employees of the Company.
(c) No Other Rights. Nothing contained in the Plan, nor any option,
stock appreciation right or restricted share award granted pursuant to the Plan,
shall confer upon any employee any right to continue in the employment of the
Company nor limit in any way the right of the Company to terminate the
employment of any employee at any time.
4. SHARES SUBJECT TO THE PLAN
(a) The shares for which options, stock appreciation rights and
restricted share awards may be granted under the Plan shall consist of 900,000
Common Shares, par value $1.00 per share (the "Common Shares"), of the Company;
provided, however, that whatever number of said Common Shares is not issued
pursuant to the exercise of options, stock appreciation rights and restricted
share awards at the time of any stock split, stock dividend or other change in
the Company's capitalization shall be appropriately and proportionately adjusted
to reflect such stock split, stock dividend or other change in capitalization.
2
<PAGE> 4
(b) Common Shares subject to the Plan may be, at the discretion of the
Board of Directors, either authorized and unissued Common Shares or Common
Shares reacquired by the Company and held as treasury shares.
(c) If any outstanding option or stock appreciation right under the
Plan for any reason expires or is terminated without having been exercised in
full or surrendered in full in connection with the exercise of a stock
appreciation right, the Common Shares allocable to the unexercised portion of
such option or stock appreciation right shall (unless the Plan shall have been
terminated) become available for subsequent grants of options, stock
appreciation rights and restricted share awards under the Plan. If any Common
Shares issued pursuant to a restricted share award under the Plan are forfeited
to the Company or otherwise acquired by the Company, such Common Shares shall
become available for subsequent grants of options, stock appreciation rights and
restricted share awards under the Plan.
5. EFFECTIVE DATE AND TERMINATION OF PLAN
The Plan was approved by the affirmative vote of the Board of Directors
and became effective on February 20, 1997; provided, however, that if the Plan
is not approved by the shareholders of the Company within twelve (12) months
following such adoption, the Plan and all outstanding options, stock
appreciation rights and restricted shares, if any, shall be deemed null and void
and shall be of no force or effect. No options or stock appreciation rights
granted under the Plan may be exercised and no restricted share award shall
become vested prior to approval of the Plan by the shareholders of the Company.
The Plan shall terminate upon the earlier of (i) February 19, 2007; or (ii) the
date on which all Common Shares available for issuance under the Plan have been
issued pursuant to restricted share awards or the exercise of options or stock
appreciation rights granted hereunder or with respect to which payments have
been made upon the exercise of a stock appreciation right or other rights; or
(iii) the determination of the Board that the Plan shall terminate. No options,
stock appreciation rights or restricted share awards may be granted under the
Plan after such termination date, provided that the options, stock appreciation
rights and restricted share awards granted and outstanding on such date shall
continue to have force and effect in accordance with the provisions of the
documents evidencing such options, stock appreciation rights and restricted
share awards.
6. AMENDMENT OF THE PLAN
The Board of Directors may from time to time amend or modify or make
such changes in and additions to this Plan as it may deem desirable, without
further action on the part of the shareholders of the Company except as such
shareholder approval may be required (a) to satisfy the requirements of Rule
16b-3 under the Exchange Act, or any successor rule or regulation; (b) to
satisfy applicable requirements of the Code; or (c) to satisfy applicable
requirements of any securities exchange on which are listed any of the Company's
equity securities. No such action to amend the Plan shall reduce the
then-existing number of options, stock appreciation rights or restricted shares
granted to any employee or adversely change the terms and conditions thereof
without such employee's consent.
7. NOTICES
Each notice relating to this Plan shall be in writing and delivered in
person or by first class or certified mail to the proper addressee. Each notice
shall be deemed to have been given on the date it is received. Each notice to
the Committee shall be addressed as follows:
3
<PAGE> 5
R. G. Barry Corporation
13405 Yarmouth Road N.W.
Pickerington, Ohio 43147
Attention: Secretary
Each notice to a holder of options, stock appreciation rights or
restricted shares (or other person or persons then entitled to exercise an
option or stock appreciation right) shall be addressed to the holder (or such
other person or persons), at the holder's address set forth in the Company's
current personnel records. Anyone to whom a notice may be given under this Plan
may designate, in writing, a new address by notice to that effect.
8. DEFINITIONS
(a) The term "Code," when used in this Plan, shall mean the Internal
Revenue Code of 1986, as amended, or any successor provision.
(b) The term "subsidiary," when used in this Plan, shall have the
meaning set forth in Section 424 of the Code.
PART II
OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED SHARES
9. GRANT OF OPTIONS, STOCK APPRECIATION RIGHTS OR RESTRICTED SHARES
(a) To the extent not inconsistent with the provisions of this Plan,
the Committee shall fix the terms and provisions and restrictions of options and
stock appreciation rights, including the number of Common Shares to be subject
to each option or stock appreciation right, the dates on which options or stock
appreciation rights may be fully or partially exercised, the minimum period (if
any) during which the same must be held until exercisable and the expiration
dates thereof. In addition, to the extent not inconsistent with the provisions
of this Plan, the Committee shall fix the terms and conditions of restricted
share awards, as described in Section 9(f) of the Plan. During the period in
which this Plan remains in effect, no person shall be granted options, stock
appreciation rights and/or restricted shares under this Plan covering, in the
aggregate, more than 100,000 Common Shares, subject to adjustments upon changes
in capitalization. Options, stock appreciation rights and restricted shares
granted hereunder shall be evidenced by a written agreement (an "Agreement")
between the employee and the Committee. The Agreement shall contain such terms,
conditions and limitations as provided by the Committee, but shall also be
subject to the provisions of this Section 9 and other applicable Sections of
Part II of this Plan.
(b) It is intended that certain options granted pursuant to this Plan
shall constitute incentive stock options within the meaning of Section 422 of
the Code ("Incentive Stock Options"). Non-qualified stock options may also be
granted under this Plan in accordance with the Plan's terms and conditions. An
eligible employee may be granted Incentive Stock Options, non-qualified stock
options or both, but only on the terms and subject to the restrictions set forth
in this Plan.
(c) Notwithstanding anything in this Plan to the contrary, no person
shall be eligible to receive an Incentive Stock Option if, at the time of grant,
such person owns of record and beneficially more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company,
4
<PAGE> 6
then outstanding and entitled to vote; provided, however, that the foregoing
limitation shall not apply if the option price at the time the option is granted
is at least one hundred ten percent (110%) of the fair market value (as defined
in Section 9(e) of this Plan) of the Common Shares subject to the option on the
date of grant of the option and the option term is not more than five (5) years.
Further, the aggregate fair market value (determined at the time the option is
granted) of the Common Shares with respect to which Incentive Stock Options are
exercisable for the first time by the option holder during any calendar year
(under all stock option plans of the Company) shall not exceed One Hundred
Thousand Dollars ($100,000).
(d) Subject to the exception set forth in Section 9(c) of this Plan,
the purchase price of the Common Shares covered by each option shall not be less
than one hundred percent (100%) of the fair market value of such Common Shares
on the date of grant of such option.
(e) The fair market value of Common Shares on a particular date shall
be the closing sale price for the Company's Common Shares as reported on any
securities exchange on which the Company's Common Shares may be listed on such
date or, if no such sale occurred on that date, then for the next preceding date
on which a sale was made. If the Common Shares should be no longer listed on a
securities exchange, the fair market value shall be determined by the Committee.
Subject to the foregoing, the Committee, in fixing the purchase price, shall
have full authority and discretion and be fully protected in doing so.
(f) To the extent not inconsistent with the terms of this Plan, the
Committee may grant restricted share awards to employees who are eligible to
participate in the Plan. Restricted share awards will consist of Common Shares
transferred to an employee who is eligible to participate in the Plan without
other payment therefor (other than the payment of the par value of such Common
Shares if required by applicable law) as additional compensation for his or her
services to the Company or one of its subsidiaries. Restricted share awards
shall be subject to such terms and conditions as the Committee determines
appropriate including, without limitation, restrictions on the sale or other
disposition of such shares and rights of the Company to reacquire such shares
upon termination of the employee's employment within specified periods. Subject
to such other restrictions as are imposed by the Committee, the Common Shares
covered by a restricted share award granted to an eligible employee under the
Plan may be sold or otherwise disposed of only after six (6) months from the
grant date of the award.
(g) An option, stock appreciation right or restricted share award
granted hereunder shall provide as determined by the Committee for appropriate
arrangements for the satisfaction by the Company and the holder of all federal,
state, local or other income, excise or employment taxes or tax withholding
requirements applicable to the issuance or lapse of restrictions on transfer of
restricted shares or the exercise of any option or stock appreciation right or
the later disposition of the Common Shares or other property acquired upon
exercise thereof and all such additional taxes or amounts as determined by the
Committee in its discretion, including, without limitation, the right of the
Company to receive transfers of Common Shares or other property from such holder
or to deduct or withhold in the form of cash or shares from any transfer or
payment to such holder, in such amount or amounts deemed required or appropriate
by the Committee in its sole and absolute discretion.
(h) The Committee shall have the authority to effect, at any time and
from time to time, with the consent of the affected option holder or option
holders, the cancellation of any or all outstanding options granted under the
Plan and the grant in substitution therefor of new options under the Plan
(subject to the limitations hereof) covering the same or different numbers of
Common Shares at an option
5
<PAGE> 7
price per share in all events not less than the fair market value of the Common
Shares on the new grant date (as determined under Section 9(e)).
10. NOTICE OF GRANT OF OPTION, STOCK APPRECIATION RIGHT OR RESTRICTED SHARE
AWARD
Upon the granting of any option, stock appreciation right or restricted
share award to an employee, the Committee shall promptly cause such employee to
be notified of the fact of such grant. The date on which an option, stock
appreciation right or restricted share award shall be granted shall be the date
of the Committee's authorization of such grant or such later date as may be
determined by the Committee at the time such grant is authorized, subject to
satisfaction of any conditions the Committee may place on the effectiveness of
the grant.
11. ADJUSTMENTS AND CHANGES IN THE COMMON SHARES
(a) In the event that the Common Shares as presently constituted shall
be changed into or exchanged for a different kind of shares or other securities
of the Company or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares or otherwise) or if the number of such shares shall be increased through
the payment of a stock dividend, then except as otherwise provided in Section 12
hereof, there shall be substituted for or added to each share of the Company
theretofore appropriated or thereafter subject or which may become subject to an
option or other award under this Plan, the number and kind of shares or other
securities into which each outstanding share of the Company shall be so changed,
or for which each such share shall be exchanged, or to which the holder of each
such share shall be entitled, as the case may be. Outstanding options or other
awards under this Plan shall also be appropriately amended as to price and other
terms as may be necessary to reflect the foregoing events. In the event there
shall be any other change in the number or kind of the outstanding shares of the
Company, or of any shares or other securities into which such shares shall have
been changed, or for which they shall have been exchanged, then if the Committee
shall, in its sole discretion, determine that such change equitably requires an
adjustment in any option or other award theretofore granted under the Plan or
which may be granted under the Plan, such adjustment shall be made in accordance
with such determination. Fractional shares resulting from any adjustment
pursuant to this Section 11 shall be rounded down to the nearest whole number of
shares.
(b) Notwithstanding the foregoing, any and all adjustments in
connection with an Incentive Stock Option shall comply in all respects with
Sections 422 and 424 of the Code and the regulations promulgated thereunder.
(c) Notice of any adjustment shall be given by the Company to each
holder of an option or other award under this Plan which shall have been so
adjusted, provided that such adjustment (whether or not such notice is given)
shall be effective and binding for all purposes of the Plan and any instrument
or agreement issued thereunder.
12. ACCELERATION OF AWARDS
(a) In the event that the Company or its shareholders enter into one or
more agreements to dispose of all or substantially all of the assets or fifty
percent or more of the outstanding capital stock of the Company by means of sale
(whether as a result of a tender offer or otherwise), merger, reorganization or
liquidation in one or a series of related transactions (each, an "Acceleration
Event"), then each option and stock appreciation right outstanding under the
Plan shall become exercisable during the fifteen days immediately prior to the
scheduled consummation of the Acceleration Event with respect to the full
6
<PAGE> 8
number of Common Shares for which such option or stock appreciation right has
been granted. Upon consummation of the Acceleration Event, all outstanding
options and stock appreciation rights, whether or not accelerated, shall
terminate and cease to be exercisable, unless assumed by the successor
corporation or parent thereof.
(b) Subject to the six month holding requirement of Section 9(f) and
unless otherwise provided in the Agreement pursuant to which the restricted
shares are granted, in the event an Acceleration Event (as defined in Section
12(a)) shall occur, all terms and conditions of the restricted share awards
shall be deemed satisfied as of the date of the Acceleration Event, including
all restrictions on transfer of the restricted shares.
(c) The grant of options, stock appreciation rights or restricted share
awards under this Plan shall in no way affect the right of the Company to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
13. STOCK APPRECIATION RIGHTS
(a) The Committee may, in its sole and absolute discretion, grant a
stock appreciation right (an "SAR"), either alone or in conjunction with any
option granted under the Plan. An SAR granted in conjunction with an option may
be granted at the time said option is granted or (in the case of options other
than Incentive Stock Options) at a later date during the term of the option with
respect to an existing option (except as otherwise provided in Section 5 of this
Plan).
(b) An option holder who is granted an SAR may exercise the SAR by oral
or written notice to the Company, stating the number of Common Shares with
respect to which the SAR is being exercised, to the extent that said SAR is then
exercisable. Any oral notice of exercise of said SAR shall be confirmed in
writing in all cases no later than the date of payment to the option holder. In
the event of the exercise of an SAR granted in conjunction with an option, the
obligation of the Company in respect of the option to which the SAR relates (or
such portion thereof) shall be discharged by payment of the SAR so exercised.
(c) The Agreement evidencing any SAR granted hereunder shall set forth
the method of computation and form of payment of the SAR and such other terms
and conditions as determined by the Committee in its discretion or as otherwise
required by this Plan, provided that no SAR granted in conjunction with an
option shall exceed the difference between one hundred percent (100%) of the
then fair market value (as determined under Section 9(e)) on the date of
exercise of the Common Shares subject to the option or portion thereof
surrendered by the option holder, and the aggregate option exercise price of
such Common Shares. Without limiting the generality of the foregoing, the
Committee may provide for the payment of an SAR in cash or in Common Shares
valued at fair market value as of the date of exercise, or in any combination
thereof as determined by the Committee.
(d) Notwithstanding any contrary provision hereof: (i) each SAR shall
expire upon its stated maturity date or, in the case of an SAR granted in
conjunction with an option, upon the expiration of the option to which such SAR
relates, and each SAR granted in conjunction with an option shall be exercisable
only to the extent the option to which such SAR relates is then exercisable
(further subject to such additional conditions and restrictions as may be
imposed by the Committee), and (ii) in the case of any SAR related to an
Incentive Stock Option granted hereunder, said SAR shall be exercisable only
7
<PAGE> 9
when the then fair market value of the Common Shares subject to the option (or
portion thereof) surrendered by the option holder exceeds the exercise price of
such option (or such portion thereof).
(e) References in this Plan to the term "option" shall, where
appropriate, include an SAR.
14. ADDITIONAL PROVISIONS
Any Agreements authorized under the Plan shall contain such other
provisions as the Committee and the Board of Directors of the Company shall deem
advisable which are not inconsistent with the terms herein stated. All Incentive
Stock Option Agreements shall contain such limitations and restrictions upon the
exercise of the option governed thereby as shall be necessary in order that such
option will be an "incentive stock option" as defined in Section 422 of the
Code, or to conform to any change in the applicable law, rulings or regulations.
15. EXERCISE OF OPTIONS
Each option granted under this Plan shall be exercisable on such date
or dates and during such period and for such number of Common Shares as shall be
determined pursuant to the terms of the Agreement evidencing such option. An
option may be exercised by notice given to the Committee in such form as the
Committee shall require. No fractions of a Common Share may be purchased by an
option holder upon exercising his option, and to the extent that the use of
fractional or percentage computations would otherwise give rise to the right of
the option holder to purchase a fraction of a Common Share, the total Common
Shares subject to exercise shall be adjusted down to the nearest whole number.
16. EXERCISE AFTER TERMINATION OF EMPLOYMENT
(a) Except as otherwise provided in the Plan, an option holder's
options (i) are exercisable only while the option holder is in the employment of
the Company and then only if the options have become exercisable by their terms,
and (ii) if not exercisable by their terms at the time the option holder ceases
to be in the employment of the Company, shall immediately expire on the date of
termination of employment.
(b) Except as otherwise provided in this Section 16, any option
holder's option which is exercisable by its terms at the time the option holder
ceases to be in the employment of the Company must be exercised on or before the
earlier of three (3) months after the date of termination of employment or the
fixed expiration date of such option after which period such option shall
expire. If an option holder is terminated for willful, deliberate or gross
misconduct (such as, for example, dishonesty), however, all options granted to
such option holder shall, to the extent not previously exercised, expire
immediately upon such termination.
(c) In the event of the death of an option holder (i) while in the
employment of the Company or (ii) within three (3) months after his termination
of employment other than for willful, deliberate or gross misconduct, each of
that option holder's unexercised options (whether or not then exercisable by
their terms) shall become immediately exercisable by his estate for a period
ending on the earlier of the fixed expiration date of such option or twelve
months after the date of death, after which period such option shall expire. For
purposes hereof, the estate of an option holder shall be defined to include the
legal representatives thereof or any person who has acquired the right to
exercise an option by reason of the death of the option holder.
8
<PAGE> 10
(d) In the case of any options, other than Incentive Stock Options, in
the event of the termination of employment by reason of the permanent disability
(as defined below) of the option holder, each of that option holder's
unexercised options (whether or not then exercisable by their terms) shall
become exercisable for a period ending on the earlier of the fixed expiration
date of such option or twelve months from the date of termination of employment,
after which period such option shall expire. For purposes of this Section 16(d),
"permanent disability" shall be deemed to be the inability of the option holder
to perform the duties of his job with the Company because of a physical or
mental disability as evidenced by the opinion of a Company-approved doctor of
medicine licensed to practice medicine in the United States of America.
(e) In the case of any options, other than Incentive Stock Options, in
the event of the normal retirement of the option holder, each of that option
holder's unexercised options (whether or not then exercisable by its terms)
granted to that option holder on or before his 65th birthday shall become
immediately exercisable for a period ending on the earlier of the fixed
expiration date of such option or twelve months after the date of death, after
which period such option shall expire. Also, in the event of the normal
retirement of the option holder, each of that option holder's unexercised
options, other than Incentive Stock Options (whether or not then exercisable by
its terms) granted to that option holder after his 65th birthday and held for a
period of at least twelve consecutive months of active employment with the
Company after the date of grant shall become immediately exercisable for a
period ending on the earlier of the fixed expiration date of such option or
twelve months after the date of death, after which period such option shall
expire. For purposes of this Section 16(e), retirement shall be deemed to be
"normal retirement" if the option holder is at least 65 years of age and has
completed at least five consecutive years of employment with the Company at the
date of retirement.
(f) In the case of Incentive Stock Options, in the event of the
termination of employment by reason of the permanent disability or the normal
retirement of the option holder (as defined in Sections 16(d) and (e),
respectively, above), each Incentive Stock Option then held by the option holder
shall become exercisable and terminate on the earlier of the period ending three
months after the termination of employment or the fixed expiration date of such
option; provided, however, that, if such termination of employment occurs by
reason of "disability" within the meaning of Section 22(e)(3) of the Code, said
three-month period shall be extended to twelve months.
17. PAYMENT FOR COMMON SHARES
Common Shares which are subject to an option shall be transferred only
upon exercise of the option in whole or in part and upon full payment of the
purchase price for the Common Shares as to which the option is exercised. The
option price shall be payable upon exercise of the option in United States
dollars in cash (including check, bank draft or money order). If permitted by
the Committee, the option price may also be paid (a) by delivery of Common
Shares of the Company already owned by the option holder, or (b) by delivery of
a combination of Common Shares and cash. Any Common Shares delivered to the
Company in payment of the option price shall be valued at their fair market
value (as defined in Section 9(e) of this Plan) on the date of delivery. An
employee to whom an option or stock appreciation right has been granted shall
have none of the rights of a shareholder with respect to the Common Shares to be
acquired until such Common Shares are issued to him.
9
<PAGE> 11
18. TERMINATION OF OPTION OR STOCK APPRECIATION RIGHT
Each option and stock appreciation right shall terminate in any event
no later than ten (10) years from the date of grant except as provided in
Section 9(c) of this Plan.
19. ASSIGNABILITY
With the permission of the Committee, a person who has been granted a
non-qualified stock option (that is, a stock option that is not an Incentive
Stock Option) under the Plan, may transfer such option to a revocable inter
vivos trust as to which the option holder is the settlor or may transfer such a
stock option to a "Permissible Transferee." A Permissible Transferee shall be
defined as any member of the immediate family of the option holder, any trust,
whether revocable or irrevocable, solely for the benefit of members of the
option holder's immediate family, or any partnership whose only partners are
members of the option holder's immediate family. Any such transferee of a
non-qualified stock option shall remain subject to all of the terms and
conditions applicable to such non-qualified stock option and subject to the
rules and regulations prescribed by the Committee. A non-qualified stock option
may not be retransferred by a Permissible Transferee except by will or the laws
of descent and distribution and then only to another Permissible Transferee.
Other than as described above, an option, stock appreciation right or restricted
share award granted under the Plan may not be transferred except by will or the
laws of descent and distribution and, during the lifetime of the employee to
whom granted, may be exercised only by him, his guardian or legal
representative.
20. LAWS AND REGULATIONS
(a) The Plan and all options, stock appreciation rights and restricted
share awards granted pursuant to it are subject to all laws and regulations of
any governmental authority which may be applicable thereto, and notwithstanding
any provisions of this Plan or the options, stock appreciation rights or
restricted share awards granted hereunder, the holder of an option, a stock
appreciation right or restricted share award shall not be entitled to exercise
such option, stock appreciation right or restricted share award, nor shall the
Company be obligated to issue any Common Shares or pay any cash under the Plan
to the holder, if such exercise, issuance or payment shall constitute a
violation by the holder or the Company of any provisions of any such law or
regulation.
(b) The Company, in its discretion, may postpone the issuance and
delivery of Common Shares upon any exercise of an option or stock appreciation
right or the grant of a restricted share award until completion of any stock
exchange listing or registration or other qualification of such Common Shares
under any state or federal law, rule or regulation as the Company may consider
appropriate; and may require any person exercising an option or stock
appreciation right or receiving a restricted share award to make such
representations and furnish such information as it may consider appropriate in
connection with the issuance of the Common Shares in compliance with applicable
law.
(c) Common Shares issued and delivered upon exercise of an option or
stock appreciation right or pursuant to a restricted share award shall be
subject to such restrictions on trading, including appropriate legending of
certificates to that effect, as the Company, in its discretion, shall determine
are necessary to satisfy applicable legal requirements and obligations.
10
<PAGE> 12
21. USE OF PROCEEDS
The proceeds received by the Company from the sale of Common Shares
pursuant to the options or other awards granted under this Plan shall be used
for general corporate purposes.
22. EXPENSES
The expenses of the Plan shall be borne by the Company.
11
<PAGE> 1
Exhibit 23(a)
[KPMG LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
R. G. Barry Corporation:
We consent to the use of our report incorporated herein by reference.
KPMG LLP
Columbus, Ohio
June 18, 1999
<PAGE> 1
Exhibit 24
POWERS OF ATTORNEY
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of R. G. BARRY CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. BARRY CORPORATION 1997 INCENTIVE STOCK PLAN, AS
AMENDED, hereby constitutes and appoints GORDON ZACKS, RICHARD L. BURRELL and
ROGER E. LAUTZENHISER, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the New York Stock Exchange,
granting unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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 things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th
day of May, 1999.
/s/ Gordon Zacks
-----------------------
Gordon Zacks
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of R. G. BARRY CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. BARRY CORPORATION 1997 INCENTIVE STOCK PLAN, AS
AMENDED, hereby constitutes and appoints GORDON ZACKS, RICHARD L. BURRELL and
ROGER E. LAUTZENHISER, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the New York Stock Exchange,
granting unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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 things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th
day of May, 1999.
/s/ Richard L. Burrell
-------------------------
Richard L. Burrell
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of R. G. BARRY CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. BARRY CORPORATION 1997 INCENTIVE STOCK PLAN, AS
AMENDED, hereby constitutes and appoints GORDON ZACKS, RICHARD L. BURRELL and
ROGER E. LAUTZENHISER, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the New York Stock Exchange,
granting unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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 things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th
day of May, 1999.
/s/ Christian Galvis
-----------------------
Christian Galvis
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of R. G. BARRY CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. BARRY CORPORATION 1997 INCENTIVE STOCK PLAN, AS
AMENDED, hereby constitutes and appoints GORDON ZACKS, RICHARD L. BURRELL and
ROGER E. LAUTZENHISER, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the New York Stock Exchange,
granting unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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 things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th
day of May, 1999.
/s/ Leopold Abraham II
-------------------------
Leopold Abraham II
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of R. G. BARRY CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. BARRY CORPORATION 1997 INCENTIVE STOCK PLAN, AS
AMENDED, hereby constitutes and appoints GORDON ZACKS, RICHARD L. BURRELL and
ROGER E. LAUTZENHISER, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the New York Stock Exchange,
granting unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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 things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th
day of May, 1999.
/s/ Philip G. Barach
-----------------------
Philip G. Barach
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of R. G. BARRY CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. BARRY CORPORATION 1997 INCENTIVE STOCK PLAN, AS
AMENDED, hereby constitutes and appoints GORDON ZACKS, RICHARD L. BURRELL and
ROGER E. LAUTZENHISER, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the New York Stock Exchange,
granting unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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 things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th
day of May, 1999.
/s/ William Giovanello
-------------------------
William Giovanello
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of R. G. BARRY CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. BARRY CORPORATION 1997 INCENTIVE STOCK PLAN, AS
AMENDED, hereby constitutes and appoints GORDON ZACKS, RICHARD L. BURRELL and
ROGER E. LAUTZENHISER, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the New York Stock Exchange,
granting unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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 things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th
day of May, 1999.
/s/ Harvey M. Krueger
------------------------
Harvey M. Krueger
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of R. G. BARRY CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. BARRY CORPORATION 1997 INCENTIVE STOCK PLAN, AS
AMENDED, hereby constitutes and appoints GORDON ZACKS, RICHARD L. BURRELL and
ROGER E. LAUTZENHISER, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the New York Stock Exchange,
granting unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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 things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th
day of May, 1999.
/s/ Roger E. Lautzenhiser
--------------------------
Roger E. Lautzenhiser
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of R. G. BARRY CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. BARRY CORPORATION 1997 INCENTIVE STOCK PLAN, AS
AMENDED, hereby constitutes and appoints GORDON ZACKS, RICHARD L. BURRELL and
ROGER E. LAUTZENHISER, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the New York Stock Exchange,
granting unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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 things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd
day of May, 1999.
/s/ Edward M. Stan
------------------------
Edward M. Stan
