As filed with the Securities and Exchange Commission on January 28, 1999.
Registration No. 333-68569
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST - EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
THE LESLIE FAY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 2335 13-3197085
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1412 Broadway
New York, NY 10018
(212) 221-4000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
John J. Pomerantz, Chairman of the Board
The Leslie Fay Company, Inc.
1412 Broadway
New York, NY 10018
(212) 221-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of communications to:
Michael J. Shef, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
Telephone No.: (212) 704-6000
Facsimile No.: (212) 704-6288
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |X|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
-------------------------------------------
The following table sets forth the expenses in connection with the
issuance and distribution of the securities being registered hereby. All such
expenses will be borne by the registrant; none shall be borne by any selling
stockholders.
Securities and Exchange
Commission registration fee $ 4,873.16
Legal fees and expenses 35,000.00
Accounting fees and expenses 25,000.00
Miscellaneous 1,126.84
-----------
Total $ 66,000.00
===========
Item 16. Exhibits and Financial Statement Schedules.
------------------------------------------
(a) Exhibits:
The following exhibits are filed as part of this registration
statement:
Exhibit
Number Description
- -------- -----------
2.1 Amended Joint Plan of Reorganization.(2)
3.1(a) Restated Certificate of Incorporation of the registrant.(2)
3.1(b) Amendment to Restated Certificate of Incorporation of the
registrant.(4)
3.2 Amended and Restated By-laws of the registrant.(2)
4.1* Specimen Copy of Stock Certificate for shares of Common Stock of the
registrant.
4.2 Revolving Credit Agreement dated June 2, 1997 between Leslie Fay
Marketing, Inc. ("LFM") and the CIT Group/Commercial Services, Inc.
("CIT").(2)
4.3 First Amendment dated February 23, 1998 to the Revolving Credit
Agreement between LFM and CIT.(5)
4.4 Second Amendment dated March 31, 1998 to the Revolving Credit Agreement
between LFM and CIT.(5)
4.5 Third Amendment dated October 28, 1998 to the Revolving Credit
Agreement between LFM and CIT.(9)
5.1* Opinion of Parker Chapin Flattau & Klimpl, LLP as to the legality of
securities being registered.
-2-
<PAGE>
Exhibit
Number Description
- ------- -----------
10.1 Employment Agreement dated as of January 4, 1998 between the registrant
and John J. Pomerantz.(8)
10.2 Employment Agreement dated as of January 4, 1998 between the registrant
and John Ward.(8)
10.3 Employment Agreement dated as of January 4, 1998 between the registrant
and Dominick Felicetti.(8)
10.4 Employment Agreement dated as of January 4, 1998 between the registrant
and Warren T. Wishart.(8)
10.5 1997 Management Stock Option Plan.(6)
10.6 1997 Non-Employee Director Stock Option and Stock Incentive Plan.(7)
10.7 Factoring Agreement dated June 4, 1997 between LFM and CIT.(2)
10.8 Lease Agreement dated December 13, 1989 between 1412 Broadway
Associates and the Company, modified as of July 31, 1990 and August 1,
1990, for certain premises located at 141 Broadway, New York, New
York.(1)
10.9 Modification of Lease Agreement dated August 11, 1998 between Fashion
Gallery Owners (formerly 1412 Broadway Associates) and the Company for
certain premises located at 1412 Broadway, New York, New York.(8)
10.10 Lease Agreement dated August 1, 1997 between John J. Passan and the
registrant for certain premises located at One Passan Drive, Borough of
Laflin, Luzerne County, Pennsylvania.(3)
21.1 List of Subsidiaries.(5)
23.1 Consent of Arthur Andersen LLP. (included in original filing)
23.2* Consent of Parker Chapin Flattau & Klimpl, LLP (included in their
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included in original filing)
- -----------------------
* filed herewith
(1) Incorporated by reference to the Annual Report on Form 10-K for the
fiscal year ended December 28, 1996.
(2) Incorporated by reference to Current Report on Form 8-K for an event
dated June 4, 1997.
(3) Incorporated by reference to Quarterly Report on Form 10-Q for the
fiscal quarter ended July 5, 1997.
-3-
<PAGE>
(4) Incorporated by reference to Quarterly Report on Form 10-Q for the
fiscal quarter ended October 4, 1997.
(5) Incorporated by reference to the Annual Report on Form 10-K for the
fiscal year ended January 3, 1998.
(6) Incorporated by reference to the Company's Registration Statement on
Form S-8 relating to shares under the 1997 Management Stock Option
Plan.
(7) Incorporated by reference to the Company's Registration Statement on
Form S-8 relating to shares under the 1997 Non-Employee Director Stock
Option and Stock Incentive Plan.
(8) Incorporated by reference to the Quarterly Report on Form 10-Q for the
fiscal quarter ended July 4, 1998.
(9) Incorporated by reference to the Quarterly Report on Form 10-Q for the
fiscal quarter ended October 3, 1998.
(b) Financial Statement Schedules:
See Index to Consolidated Financial Statements
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this post-effective amendment to its registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 28th day of
January, 1999.
The Leslie Fay Company, Inc.
By: /s/ Warren T. Wishart
----------------------------
Warren T. Wishart
Senior Vice President -
Administration and Finance,
Chief Financial Officer and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
* Chief Executive Officer and January 28, 1999
- ---------------------- Chairman of the Board of Directors
John J. Pomerantz
/s/ Warren T. Wishart Chief Financial and Accounting January 28, 1999
- ---------------------- Officer
Warren T. Wishart
* Director January 28, 1999
- ----------------------
Clifford B. Cohn
* Director January 28, 1999
- ----------------------
Mark B. Dickstein
* Director January 28, 1999
- ----------------------
Chaim Y. Edelstein
* Director January 28, 1999
- ----------------------
Mark Kaufman
* Director January 28, 1999
- ----------------------
Bernard Olsoff
* Director January 28, 1999
- ----------------------
Robert L. Sind
* Director January 28, 1999
- ----------------------
John A. Ward
*By: /s/ Warren T. Wishart
- ---------------------------
Warren T. Wishart
Attorney-in-fact
-5-
- --------- ------------
NUMBER SHARES
GRAPHICS ------------
LF 3025
- ----------
COMMON STOCK
THE LESLIE FAY COMPANY, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT CUSIP 527016 10 9
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE
PAR VALUE OF $.01 EACH OF
The Leslie Fay Company, Inc. transferable on the books of the Corporation by the
holder hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar. Witness the signatures of the duly authorized
officers of the Corporation.
Dated:
- ---------
LESLIE
FAY
- ---------
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK) /s/ John J. Pomerantz
TRANSFER AGENT corporate CHAIRMAN OF THE BOARD
AND REGISTRAR seal
BY
/s/ Warren T. Wishart
AUTHORIZED OFFICER SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER & SECRETARY
<PAGE>
THE LESLIE FAY COMPANY, INC.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TENCOM - as tenants in common UNIF GIFT MIN ACT - ____Custodian_____
TENENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
survivorship and not as tenants Act ___________________
in common (State)
Additional abbreviations may also be used though not in
the above list.
For value received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------
---------------------------------------
(PLEASE PRINT OR TYPE OR WRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_______________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably to constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated________________________________
________________________________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OF ANY CHANGE WHATEVER.
Signatures(s) Guaranteed:
- --------------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
PARKER CHAPIN FLATTAU & KLIMPL, LLP
1211 Avenue of the Americas
New York, NY 10036
(212) 704-6000
January 28, 1999
The Leslie Fay Company, Inc.
1412 Broadway
New York, New York 10018
Ladies and Gentlemen:
We have acted as counsel to The Leslie Fay Company, Inc. (the
"Company") in connection with its filing of the Registration Statement on Form
S-1 (File No. 333-68569) filed with the Securities and Exchange Commission on
December 9, 1998 (the "Registration Statement") relating to up to 2,525,844
shares (the "Shares") of the Company's Common Stock, par value $0.01 per share
(the "Common Stock") to be sold by certain stockholders of the Company.
In connection with the foregoing, we have examined, among
other things, the Registration Statement and originals or copies, satisfactory
to us, of all such corporate records and of all such agreements, certificates
and other documents as we have deemed relevant and necessary as a basis for the
opinion hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original documents submitted to us as
copies. As to any facts material to such opinion, we have, to the extent that
relevant facts were not independently established by us, relied on certificates
of public officials and certificates, oaths and declarations of officers or
other representatives of the Company.
Based upon the foregoing, we are of the opinion that the
Shares were validly authorized and legally issued, and are fully paid and
non-assessable.
We hereby consent to the use of our name under the caption
"Legal Matters" in the Registration Statement and to the filing of this opinion
as an exhibit to the Registration Statement.
Very truly yours,
/s/ PARKER CHAPIN FLATTAU & KLIMPL, LLP
