As filed with the Securities and Exchange Commission on January 3,
1996
Registration No. 33-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FRUIT OF THE LOOM, INC.
(Exact Name of Registrant as specified in its Charter)
Delaware 36-3361804
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5000 Sears Tower, 233 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices including zip code)
FRUIT OF THE LOOM, INC. 1995 EXECUTIVE INCENTIVE COMPENSATION PLAN
FRUIT OF THE LOOM, INC. 1995 NON-EMPLOYEE DIRECTORS' STOCK PLAN
(Full title of the plan)
Howard S. Lanznar, General Counsel
Fruit of the Loom, Inc.
5000 Sears Tower, 233 South Wacker Drive, Chicago, Illinois
60606, (312) 876-1724
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
With copies to:
Herbert S. Wander, P.C.
Katten Muchin & Zavis
525 West Monroe, Suite 1600, Chicago, Illinois 60661-3693, (312)
902-5200
Approximate commencement date of the proposed sale to the public:
From time to time after the effective date of this Registration
Statement. If the only securities being registered on this Form are
being offered pursuant to a dividend or interest reinvestment plan,
please check the following box: [ ]
If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box: [ X ]
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered:
Class A Common Stock
($.01 par value)
Amount to be Registered(1):
4,900,000 shares
Proposed Maximum Offering Price Per Share:
See Footnote 2 below
Proposed Maximum Aggregate Offering Price(2):
$120,010,270
Amount of Registration Fee:
$41,383
(1) Includes an indeterminate number of shares of Common Stock that
may be issuable by reason of stock splits, stock dividends or
similar transactions in accordance with Rule 416 under the
Securities Act of 1933.
(2) The amounts are based upon the exercise of options for 60,000
Shares at the price of $23.250 per Share, the exercise of options
for 469,933 Shares at the price of $25.750 per Share, the exercise
of options for 1,383,333 Shares at the price of $26.125 per Share,
and the average of the high and low sale prices reported on the New
York Stock Exchange on December 27, 1995 with respect to the
exercise of options for 2,986,734 Shares and are used solely for
the purpose of calculating the registration fee pursuant to Rule
457(h)(1) under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
The information called for in Part I of Form S-8 is currently
included in the prospectuses for the Fruit of the Loom, Inc. 1995
Executive Incentive Compensation Plan and the Fruit of the Loom,
Inc. 1995 Non-Employee Directors' Stock Plan and is not being filed
with or included in this Form S-8 (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference. The Company's
Annual Report on Form 10-K for the year ended December 31, 1994 and
the Company's Quarterly Report on From 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995, which were
previously filed by the Company with the Commission pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") and the
Company's Form 8-K which was previously filed by the Company with
the Commission pursuant to the Exchange Act on January 3, 1996 are
hereby incorporated in this Registration Statement by reference and
shall be deemed to be a part hereof.
The description of the Company's Class A Common Stock which is
contained in the Company's registration statement filed pursuant to
Section 12 of the Exchange Act and all amendments thereto and
reports filed for the purpose of updating such description are
incorporated in this Registration Statement by reference and
shall be deemed to be a part hereof.
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be
a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained therein or in any subsequently
filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
The Company hereby undertakes to provide without charge to each
person who has received a copy of the prospectus to which this
Registration Statement relates, upon the written or oral request of
any such person, a copy of any or all the documents that have been
or may be incorporated by reference into this Registration
Statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference).
Item 4. Description of Securities. Not Applicable.
Item 5. Interests of Named Experts and Counsel. None.
Item 6. Indemnification of Directors and Officers. Section 145 of
the Delaware General Corporation Law provides that a corporation
may indemnify any persons, including directors and officers, who
are (or are threatened to be made) parties to any threatened,
pending or completed legal action, suit or proceeding (whether
civil, criminal, administrative or investigative) by reason of
their being directors or officers of the Company. The indemnity
may include expenses, attorneys' fees, judgments, fines and amounts
paid in settlement, provided such sums were actually and reasonably
incurred in connection with such action, suit or proceeding and
provided the director or officer acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
corporation's best interests and, in the case of criminal
proceedings, provided he had no reasonable cause to believe that
his conduct was unlawful. The corporation may indemnify
directors and officers in a derivative action (in which suit is
brought by a stockholder on behalf of the corporation) under the
same conditions, except that no indemnification is permitted
without judicial approval if the director or officer is adjudged
liable to the corporation. If the director or officer is
successful on the merits or otherwise in defense of any actions
referred to above, the corporation must indemnify him against the
expenses and attorneys' fees he actually and reasonably incurred.
Under a policy of insurance, the Company is entitled to be
reimbursed for indemnity payments it is required or permitted to
make to its directors or officers.
Articles XII and XIII of the Company's Restated Certificate of
Incorporation provide that the Company shall indemnify certain of
its former and present directors and officers against certain
liabilities and expenses incurred as a result of their duties as
such.
Reference is made to Section 7.8 of the Acquisition and Merger
Agreement, dated April 10, 1985, among Farley/Northwest Acquisition
Corporation, Farley Metals, Inc., Farley/Northwest Subsidiary
Corporation and Northwest Industries, Inc. ("Northwest") filed as
an Exhibit to the registration statement on Form S-4, Reg. No.
2-98435, of Farley/Northwest Acquisition Corporation which
provides that, from and after the New Board Date (as therein
defined), Northwest and any successor, including the Company,
shall: (a) maintain Northwest's directors' and officers' insurance
policy on the date thereof, or an equivalent policy with
terms no less advantageous for all present and former officers and
directors of Northwest than those in effect on the date thereof,
for six years from and after the New Board Date to cover acts or
omissions of directors and officers of Northwest occurring prior to
or at the New Board Date and (b) maintain in effect any provisions
of the By-laws and Certificate of the Company relating to the
rights to indemnification of directors and officers of Northwest
with respect to indemnification for acts and omissions prior to or
at the New Board Date.
Item 7. Exemption from Registration Claimed. Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
3.1* Restated Certificate of Incorporation of the
Company and Certificate of Amendment of the Restated Certificate of
Incorporation of the Company (filed as Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1993
(the "Form 10-Q")).
3.2* By-laws of the Company (filed as Exhibit 4(b) to
Amendment No. 2 to the Company's Registration Statement on Form S-
2, File No. 33-8303, dated February 13, 1987 (the "Form S-2")).
4.1* Fruit of the Loom, Inc. 1995 Executive Incentive
Compensation Plan (filed as Exhibit A to the Company's Proxy
Statement for its Annual Meeting on May 16, 1995 (the "Proxy
Statement")).
4.2* Fruit of the Loom, Inc. 1995 Non-Employee
Directors' Stock Plan (filed as Exhibit B to the Proxy Statement).
5 Opinion of Katten Muchin & Zavis as to the
legality of securities offered under the Fruit of the Loom, Inc.
1995 Executive Incentive Compensation Plan and the Fruit of the
Loom, Inc. 1995 Non-Employee Directors' Stock Plan.
24.1 Consent of Independent Auditors, Ernst & Young
LLP.
24.2 Consent of Counsel (contained in the Opinion of
Katten Muchin & Zavis in Exhibit 5 hereto).
25 Power of Attorney (included on signature page of
this Registration Statement).
- ------------------
* Incorporated herein by reference.
Item 9. Undertakings.
1. The Company hereby undertakes:
(a) 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually, or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
(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)(i) and (a)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in a periodic report
filed by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
2. The Company hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company and subsidiary companies
pursuant to the foregoing provisions, or otherwise, the
Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act the registrant
certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Chicago, and State of Illinois on this 3rd day of January, 1996.
FRUIT OF THE LOOM, INC.
By: /s/ EARL C. SHANKS
--------------------------------
Earl C. Shanks
Vice President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Michael F. Bogacki, Earl C. Shanks, and Howard S. Lanznar,
and each of them his true and lawful attorney-in-fact and agent,
with full power of substitution, to sign on his behalf,
individually and in each capacity stated below, all amendments and
post-effective amendments to this Registration Statement on
Form S-8 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Commission under
the Securities Act, granting unto said attorneys-in-fact and agents
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 and to all intents and purposes as each might or could do
in person, hereby ratifying and confirming each act that said
attorneys-in-fact and agents may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities indicated on January 3, 1996.
SIGNATURE TITLE
/s/ WILLIAM FARLEY Chairman of the Board, Chief Executive
- ---------------------- Officer and Director
William Farley
/s/ LARRY K. SWITZER Executive Vice President and Chief
- ---------------------- Financial Officer (Principal Financial
Larry K. Switzer Officer)
/s/ MICHAEL F. BOGACKI Vice President and Controller (Principal
- ---------------------- Accounting Officer)
Michael F. Bogacki
/s/ JOHN B. HOLLAND Director
- ----------------------
John B. Holland
/s/ DENNIS S. BOOKSHESTER Director
- --------------------------
Dennis S. Bookshester
/s/ LEE W. JENNINGS Director
- -------------------------
Lee W. Jennings
/s/ HENRY A. JOHNSON Director
- --------------------------
Henry A. Johnson
/s/ RICHARD C. LAPPIN Director
- --------------------------
Richard C. Lappin
/s/ A. LORNE WEIL Director
- --------------------------
A. Lorne Weil
/s/ SIR BRIAN G. WOLFSON Director
- --------------------------
Sir Brian G. Wolfson
/s/ OMAR Z. AL ASKARI Director
- --------------------------
Omar Z. Al Askari
EXHIBIT INDEX
Exhibit Page
Number Description No.
- -------- --------------------------------------- -----
3.1* Restated Certificate of Incorporation, as
amended, of the Company (filed as Exhibit 3 to
the Form 10-Q).
3.2* By-laws of the Company (filed as Exhibit 4(b)
to the Form S-2).
4.1* Fruit of the Loom, Inc. 1995 Executive Incentive
Compensation Plan (filed as Exhibit A to
the Proxy Statement).
4.2* Fruit of the Loom, Inc. 1995 Non-Employee
Directors' Stock Plan (filed as Exhibit B to
the Proxy Statement).
5 Opinion of Katten Muchin & Zavis as to the legality of
securities offered under the Fruit of the Loom, Inc.
1995 Executive Incentive Compensation Plan and the
Fruit of the Loom, Inc. 1995 Non-Employee Directors'
Stock Plan.
24.1 Consent of Independent Auditors, Ernst & Young LLP.
24.2 Consent of Counsel (contained in the Opinion of Katten
Muchin & Zavis in Exhibit 5 hereto).
25 Power of Attorney (included on signature page of
this Registration Statement).
- ----------------------
* Incorporated herein by reference.
Exhibit 5
KATTEN MUCHIN & ZAVIS
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661-3693
(312) 902-5200
January 3, 1996
Fruit of the Loom, Inc.
5000 Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as counsel for Fruit of the Loom, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-8 (the "Registration
Statement") for the registration for sale under the Securities Act
of 1933, as amended, of 3,196,267 shares of the Company's Class A
Common Stock, $.01 par value (the "Class A Common Stock"), which
may be issued pursuant to the Fruit of the Loom, Inc. 1995
Executive Incentive Compensation Plan and the Fruit of the Loom,
Inc. 1995 Non-Employee Directors' Stock Plan (together, the
"Plans").
In connection with this opinion, we have examined and relied upon
originals or copies, certified or otherwise identified to our
satisfaction, the following:
1. The Registration Statement;
2. The Restated Certificate of Incorporation, as amended, of the
Company;
3. The By-Laws of the Company;
4. Resolutions duly adopted by the Board of Directors of the
Company relating to the adoption of the Plans;
5. The Plans;
6. Certificates of public officials, certificates of officers,
representatives and agents of the Company, and we have assumed that
all of the representations contained therein are accurate and
complete; and
7. Such other instruments, documents, statements and records of the
Company and others as we have deemed relevant and necessary to
examine and rely upon for the purpose of this opinion.
In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed,
the genuineness of all signatures, the authenticity of the
documents submitted to us as originals and the conformity to
authentic original documents of all documents submitted to us as
certified, conformed or reproduced copies. We have further assumed
that all natural persons involved in the transactions contemplated
by the Registration Statement (the "Offering") have sufficient
legal capacity to enter into and perform their respective
obligations and to carry out their roles in the Offering.
Based upon the foregoing, we are of the opinion that the 3,196,267
shares of Class A Common Stock issuable under the Plans, when
issued and delivered by the Company in accordance with the terms of
the Plans, will be validly issued, fully paid and nonassessable
securities of the Company.
Our opinion expressed above is limited to the laws of the State of
Delaware, and we do not express any opinion herein concerning any
other law. In addition, we express no opinion herein concerning
any statutes, ordinances, administrative decisions, rules or
regulations of any county, town, municipality or special political
subdivision, (whether created or enabled through legislative action
at the federal, state or regional level). This opinion is given as
of the date hereof and we assume no obligation to advise you of
changes that may hereafter be brought to our attention. This
opinion is solely for the information of the addressee hereof and
is not to be quoted in whole or in part or otherwise referred to,
nor is it to be filed with any governmental agency or any other
person without our prior written consent. In connection therewith,
we hereby consent to the use of this opinion for filing as Exhibit
5 to the Registration Statement. No one other than the addressee
hereof is entitled to rely on this opinion. This opinion is
rendered solely for the purposes of the Offering and should not be
relied upon for any other purpose.
Very truly yours,
/s/ KATTEN MUCHIN & ZAVIS
KATTEN MUCHIN & ZAVIS
Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement pertaining to the Fruit of the Loom Inc. 1995 Executive
Incentive Compensation Plan and the Fruit of the Loom, Inc. 1995
Non-Employee Directors' Stock Plan and in the related Prospectuses
of our report dated February 14, 1995 with respect to the
consolidated financial statements and schedule of Fruit of the
Loom, Inc. included in the Annual Report (Form 10-K) for the year
ended December 31, 1994, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chicago, Illinois
January 3, 1996
