As filed with the Securities and Exchange Commission on June , 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The Warnaco Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-4032739
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
90 Park Avenue
New York, New York 10016
(Address of principal executive offices, including zip code)
THE WARNACO GROUP, INC. EMPLOYEE SAVINGS PLAN
(Full title of the plan)
STANLEY P. SILVERSTEIN, ESQ.
Vice President, General Counsel and Secretary
The Warnaco Group, Inc.
90 Park Avenue
New York, New York 10016
(Name and address of agent for service)
(212) 661-1300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Amount Offering Maximum Amount of
Title of Securities to be Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price Fee(1)
Class A Common Stock,
par value $0.01 per
share.................. 150,000 $19.00 $2,850,000 $983
(1) Pursuant to Rule 457(h)(1) and Rule 457(c), the proposed maximum
offering price per share and the registration fee are based on the
reported average of the high and low prices for The Warnaco Group, Inc.
Common Stock on the New York Stock Exchange on June 7, 1995.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan referenced above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant, The Warnaco Group, Inc. a Delaware corporation (the
"Company" or the "Registrant"), incorporates by reference in this registration
statement the following documents which have been filed with Securities and
Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the year ended
January 7, 1995.
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since January 7, 1995.
(c) The description of the Company's Class A Common Stock, par value
$0.01 per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A, dated September 10, 1991 filed
pursuant to Section 12(b) of the Exchange Act.
All documents subsequently filed by the Company or by The Warnaco Group,
Inc. Employee Savings Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference
herein and be a part of this registration statement from the date of filing
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
supersedes for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers
Reference is made to section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its original
certificate of incorporation or an amendment thereto to eliminate or limit the
personal liability of a director for violations of the director's fiduciary
duty, except (i) for breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit. The Company adopted an amendment to its certificate of
incorporation, which eliminates the liability of directors to the extent
permitted by Section 102(b)(7) of the DGCL and reference is made to Article
XII of the Company's Amended and Restated Certificate of Incorporation.
Reference is made to section 145 of the DGCL which provides that a
corporation may indemnify directors and officers as well as other employees
and agents against expenses (including attorney's fees), judgements, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation (a "derivative action"))
if they act in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorney's fees) incurred in connection with defense or settlement
of such action, and the statute requires court approval before there can be
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
By-laws of the Company provide for indemnification of its directors, officers,
employees and agents to the fullest extent permitted by Delaware law and
reference is made to Article VIII of the By-laws of the Company.
In addition, the Company maintains a directors' and officers' liability
insurance policy and has entered into indemnification agreements with each of
its executive officers and directors.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of the
Company. (Incorporated herein by reference to Exhibit 3.1
to the Company's quarterly report on Form 10-Q filed on
August 11, 1993).
4.2 By-Laws of the Company. (Incorporated herein by
reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1, File no. 33-45877).
5.1 Pursuant to Item 8 to Part II of Form S-8, an opinion of
counsel as to the legality of the securities being
registered is not required if such securities are other
than original issuance securities.
5.2 The Registrant undertakes that it will submit The
Warnaco Group, Inc. Employee Savings Plan (the "Plan"),
and all amendments thereto to the Internal Revenue Service
(the "Service") in a timely manner and that it will make
all changes required by the Service to issue a
determination letter with respect to the Plan.
23.1 Consent of Ernst & Young LLP, independent auditors.
24.1 Powers of attorney (included on the signature page
of this registration statement).
99.1 Form of The Warnaco Group, Inc. Employee Savings
Plan (to be filed by amendment).
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 (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; 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 to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining 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
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by its nature is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirement 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 New York, State of New York, on May
31, 1995.
THE WARNACO GROUP, INC.
By: /s/ LINDA J. WACHNER
-------------------------
Linda J. Wachner
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Linda J. Wachner, William S. Finkelstein and
Stanley P. Silverstein, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection herewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ LINDA J. WACHNER Chairman of the Board; May 31, 1995
- ---------------------------- Director; President and
Linda J. Wachner Chief Executive Officer
(Principal Executive Officer)
/s/ WILLIAM S. FINKELSTEIN Director; Senior Vice May 31, 1995
- ---------------------------- President and Chief
William S. Finkelstein Financial Officer (Principal
Financial and Accounting Officer)
/s/ JOSEPH A. CALIFANO, JR. Director May 31, 1995
- ----------------------------
Joseph A. Califano, Jr.
/s/ ANDREW G. GALEF Director May 31, 1995
- ----------------------------
Andrew G. Galef
/s/ STEWART A. RESNICK Director May 31, 1995
- ----------------------------
Stewart A. Resnick
/s/ ROBERT D. WALTER Director May 31, 1995
- ----------------------------
Robert D. Walter
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this registration statement or amendment thereto to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on June 6, 1995.
THE WARNACO GROUP, INC.
EMPLOYEES SAVINGS PLAN
By STANLEY P. SILVERSTEIN
--------------------------
Stanley P. Silverstein
(Member, Administration Committee)
Form S-8
THE WARNACO GROUP, INC.
EMPLOYEE SAVINGS PLAN
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
------- ----------- ----------
4.1 -- Amended and Restated Certificate of (1)
Incorporation of the Company,
(Incorporated herein by reference to
Exhibit 3.1 to the Company's quarterly
report on Form 10-Q filed on
August 11, 1993)
4.2 -- By-laws of the Company, (Incorporated (1)
herein by reference to Exhibit 3.2 to
the Company's Registration Statement
on Form S-1, File no. 33-45877).
5.1 -- Pursuant to Item 8 to Part II of Form S-8, (2)
an opinion of counsel as to the legality
of the securities being registered is
not required if such securities are other
than original issuance securities.
5.2 -- The Registrant undertakes that it will submit (2)
The Warnaco Group, Inc. Employee Savings
Plan (the "Plan"), and all amendments
thereto to the Internal Revenue Service (the
"Service") in a timely manner and that it
will make all changes required by the Service
to issue a determination letter with respect
to the Plan.
23.1 -- Consent of Ernst & Young LLP, independent
auditors.
24.1 -- Powers of attorney (included on the signature
page of this registration statement).
99.1 -- Form of The Warnaco Group, Inc. Employee (3)
Savings Plan.
- -----------------
(1) Incorporated by reference.
(2) Not applicable.
(3) To be filed by amendment.
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to The Warnaco Group, Inc. Employee Savings
Plan for the registration of 150,000 shares of The Warnaco Group, Inc. Class A
Common Stock of our report dated February 23, 1995, with respect to the
consolidated financial statements and schedules of The Warnaco Group, Inc.
included in the Annual Report (Form 10-K) for the year ended January 7, 1995.
ERNST & YOUNG LLP
New York, New York
June 6, 1995
