As filed with the Securities and Exchange Commission on May 4, 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)
THE WARNACO GROUP, INC. AMENDED AND RESTATED 1993 STOCK 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 Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered unit price fee
_______________________________________________________________________________
Class A Common 2,400,000* $17.0625** $40,950,000** $14,121**
Stock, par
value $0.01
per share
_______________________________________________________________________________
* Estimated amount which may be issued during the next two years.
** Estimated in accordance with Rule 457(h) under the Securities Act of
1933 on the basis of the maximum number of securities under the plan that
are covered by this registration statement solely for the purpose of
determining the registration fee.
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"), incorporates by
reference in this registration statement the following
documents which have been filed with the 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.
(b) 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
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, as amended, 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 to be a part of this
registration statement 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 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. Interests of Named Experts and Counsel.
The legality of the shares of the Common Stock
offered hereby will be passed upon for the Company by
Stanley P. Silverstein, Esq., General Counsel to the
Company. Mr. Silverstein beneficially owns 68,400
shares of the Company's Common Stock which number
includes vested but unexercised options to acquire 42,000
shares of Common Stock.
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 any
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 its Restated Certificate of Incorporation, as
amended.
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 attorneys' fees), judgments,
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 acted 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 attorneys' fees) incurred
in connection with defense or settlement of such action,
and the statute requires court approval before there can
be any indemnification where the person seeking
indemnification has been found liable to the corporation.
The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote,
stockholder vote, agreement or otherwise. The Bylaws 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 Bylaws 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.
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 Opinion of Stanley P. Silverstein, General
Counsel of the Company, regarding the legality
of the shares of Common Stock being offered
hereby.
23.1 Consent of Stanley P. Silverstein, Esq., General
Counsel of the Company (included in Exhibit 5.1
hereto).
23.2 Consent of Ernst & Young LLP, independent auditors.
24.1 Powers of attorney (included on the signature page
of this registration statement).
99.1 Amended and Restated 1993 Stock Plan. (Incorporated
herein by reference to the Company's Proxy Statement
for its 1994 Annual Meeting of Shareholders.)
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
(a) To file during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement 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.
(b) 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.
(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 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 (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
3. 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 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 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 governed by the final
adjudication of such issue.
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 New York, State of New York, on May 4, 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 and 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 therewith, 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 Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Name Title Date
/s/ Linda J. Wachner Chairman of the May 4, 1995
__________________________ Board; Director;
Linda J. Wachner President and
Chief Executive
Officer
(Principal
Executive Officer)
/s/ William S. Finkelstein Director; Senior May 4, 1995
__________________________ Vice President and
William S. Finkelstein Chief Financial
Officer (Principal
Financial Officer
and Principal
Accounting
Officer)
/s/ Joseph A. Califano, Jr. Director May 4, 1995
___________________________
Joseph A. Califano, Jr.
/s/ Andrew G. Galef Director May 4, 1995
__________________________
Andrew G. Galef
/s/ Stewart A. Resnick Director May 4, 1995
__________________________
Stewart A. Resnick
/s/ Robert D. Walter Director May 4, 1995
___________________________
Robert D. Walter
EXHIBIT INDEX
Exhibit
No. Description Page No.
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 Opinion of Stanley P. Silverstein,
General Counsel of the Company,
regarding the legality of the
shares of Common Stock being
offered hereby. 9
23.1 Consent of Stanley P. Silverstein,
Esq., General Counsel of the
Company **
23.2 Consent of Ernst & Young LLP,
independent auditors. 11
24.1 Powers of attorney ***
99.1 Amended and Restated 1993 Stock
Plan. (Incorporated herein by
reference to the Company's Proxy
Statement for its 1994 Annual
Meeting of Shareholders.) *
__________
* Incorporated by reference.
** Included in Exhibit 5.1
*** Included on the signature page of registration statement.
May 4, 1995
Board of Directors
The Warnaco Group, Inc.
90 Park Avenue
New York, New York 10016
Gentlemen:
I am General Counsel of The Warnaco Group,
Inc., a Delaware corporation (the "Company"), and have
acted as such in connection with (i) the Company's
Amended and Restated 1993 Stock Plan (the "Plan"), (ii)
the Registration Statement on Form S-8 (the "Registration
Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration of
2,400,000 shares of the Company's Class A Common Stock,
par value $.01 per share, which may be issuable under the
Plan prior to May 4, 1997 (the "Plan Shares").
This opinion is being delivered pursuant to the
requirements of Item 601(b)(5) of Regulation S-K under
the Securities Act.
In connection with this opinion, I have
examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of
(i) the Plan; (ii) the Amended and Restated Certificate
of Incorporation of the Company; (iii) the By-Laws of the
Company; (iv) resolutions of the Compensation Committee
of the Board of Directors of the Company adopting the
Plan and an amendment thereto and the approval by the
Company's Stockholders of the Plan at the Company's 1993
Annual Meeting of Stockholders and an amendment thereto
at the Company's 1994 Annual Meeting of Stockholders; (v)
the Registration Statement being filed today with the
Securities and Exchange Commission under the Securities
Act; (vi) the prospectus to be sent to Plan participants
describing the Plan; and (vii) such other documents as I
have deemed necessary or appropriate as a basis for the
opinion set forth below. In my examination, I have
assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all
documents submitted to me as originals, the conformity to
the original documents of all documents submitted to me
as certified or photostatic copies and the authenticity
of the originals of such latter documents. As to any
facts material to this opinion that I did not
independently establish or verify, I have relied upon
statements and representations of officers and other
representatives of the Company and others.
I am admitted to the Bar of the State of New
York and, except as set forth in the paragraph
immediately below, I express no opinion as to the laws of
any other jurisdiction other than the General Corporation
Law of the State of Delaware and the laws of the United
States of America to the extent expressly set forth
herein.
Based upon and subject to the foregoing, I am
of the opinion that the Plan Shares reserved for issuance
under the Plan, have been duly authorized and that the
Plan Shares, when issued and delivered in accordance with
the terms of the Plan, will be validly issued, fully paid
and nonassessable.
I consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement. In giving
this consent, I do not admit that I am an expert within
the meaning of the Securities Act or that this consent is
required pursuant to Section 7 of the Securities Act.
Very truly yours,
/s/ Stanley P. Silverstein
____________________________
Stanley P. Silverstein
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to The Warnaco Group, Inc.
Amended and Restated 1993 Stock Plan for the registration of
2,400,000 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
May 2, 1995
