As filed with the Security and Exchange Commission on April 28, 1998
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. 1991 STOCK OPTION PLAN
THE WARNACO GROUP, INC. AMENDED AND RESTATED
1993 STOCK PLAN
THE WARNACO GROUP, INC. 1993 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
THE WARNACO GROUP, INC. 1997 STOCK PLAN
(Full titles of the plans)
--------------------
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
Title of Amount Proposed Proposed Amount of
Securities to to be maximum maximum registration
be registered offering aggregate fee
registered price per offering
unit price
Class A 10,000,000 $40.00 400,000,000 $118,000.00
Common Stock
par value
$0.01
per share
(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 April 27,
1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pursuant to General Instruction E, the contents of Registrant's
Form S-8 (Registration Statement No. 33-60093) filed on June 9, 1995, is
hereby incorporated 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 3, 1998.
(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 3, 1998.
All documents subsequently filed by the Company pursuant to
Section 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
any 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 statements. 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 292,812
shares of the Company's Common Stock which number includes vested but
unexercised options to acquire 236,539 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Not applicable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMS.
Not applicable.
ITEM 8. EXHIBITS.
Exhibits
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 Price Waterhouse LLP, independent accountants.
23.3 Consent of Coopers & Lybrand LLP, independent accountants.
24.1 Powers of attorney (included on the signature page of this
registration statement).
99.1 The Warnaco Group 1991 Stock Option Plan (Incorporated herein
by reference to Exhibit 10.9 to the Company's Registration
Statement on Form S-1, File No. 33-42641, filed on October 4,
1991).
99.2 The Warnaco Group Amended and Restated 1993 Stock Plan
(Incorporated herein by reference to the Company's Proxy
Statement for its 1994 Annual Meeting of Stockholders) .
99.3 The Warnaco Group 1993 Stock Plan for Non-Employee Directors
(Incorporated herein by reference to the Company's Proxy
Statement for its 1994 Annual Meeting of Stockholders).
99.4 The Warnaco Group 1997 Stock Plan. (Incorporated herein by
reference to the Company's Annual Report on Form 10-K for the
year ended January 3, 1998).
ITEM 9. UNDERTAKINGS.
Not applicable.
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
April 28, 1998.
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 capacity and on the date indicated.
Name Title Date
/s/ Linda J. Wachner Chairman of the Board April 28, 1998
- -------------------------- Director; President and ----------------
Linda J. Wachner Chief Executive Officer
(Principal Executive
Officer)
/s/ William S. Finkelstein Director; Senior Vice April 28, 1998
- -------------------------- President and Chief ----------------
William S. Finkelstein Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/Joseph A. Califano, Jr. April 28, 1998
- ------------------------- ----------------
Joseph A. Califano, Jr. Director
/s/ James R. Jones April 28, 1998
- ------------------------- ----------------
James R. Jones Director
Andrew G. Galef April 28, 1998
- ------------------------- ----------------
Andrew G. Galef Director
/s/ Walter F. Loeb April 28, 1998
- ------------------------- ----------------
Walter F. Loeb Director
/s/ Stewart A. Resnick April 28, 1998
- ------------------------- ----------------
Stewart A. Resnick Director
Exhibit
No. Description Page No.
5.1 Opinion of Stanley P. Silverstein, General
Counsel of the Company, regarding the legality
of the shares of Common Stock being offered
hereby 8
23.1 Consent of Stanley P. Silverstein, Esq.,
General Counsel of the Company *
23.2 Consent of Price Waterhouse LLP, independent 9
accountants
23.3 Consent of Coopers & Lybrand LLP, independant
accountants
24.1 Powers of attorney **
99.1 The Warnaco Group 1991 Stock Option Plan
(Incorporated herein by reference to Exhibit 10.9
to the Company's Registration Statement on Form
S-1, File No. 33-42641, filed on October 4, 1991). ***
99.2 The Warnaco Group Amended and Restated 1993 Stock
Plan (Incorporated herein by reference to the
Company's Proxy Statement for its 1994 Annual
Meeting of Stockholders). ***
99.3 The Warnaco Group 1993 Stock Plan for Non-
Employee Directors (Incorporated herein by
reference to the Company's Proxy Statement for
its 1994 Annual Meeting of Stockholders). ***
99.4 The Warnaco Group 1997 Stock Plan. (Incorporated
herein by reference to the Company's Annual
Report on Form 10-K for the year ended January 3,
1998). ***
- ----------------------
* Incorporated in Exhibit 5.1
** Included on the signature page of registration statement
*** Incorporated by reference
Exhibit 5.1
[Letterhead of The Warnaco Group, Inc.]
April 28, 1998
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 Amended and Restated 1993 Stock Plan, the 1991 Stock Plan, the 1993
Stock Plan for Non-Employee Directors and the 1997 Stock Plan
(collectively, the "Plans"), (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 10,000,000 shares of the Company's
Class A Common Stock, par value $.01 per share, which may be issuable under
the Plans prior to December 31, 2007 (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 Plans; (ii) the Amended and Restated Certificate
of Incorporation of the Company; (iii) the By-Laws of the company; (iv)
resolutions of the Board of Directors of the Company adopting the Plans and
the approval by the Company's Stockholders of the Plans at the Company's
[1992, 1994, AND 1998] Annual Meeting[s] 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
participants in the Plans describing the Plans; 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 Plans, 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
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated February 20, 1998, appearing on
page F-1 of the The Warnaco Group, Inc.'s Annual Report on Form 10-K for
the year ended January 3, 1998. We also consent to the incorporation by
reference on the Financial Statement Schedule, which appears on page S-1 of
such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
New York, New York
April 23, 1998
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of The Warnaco Group, Inc. on Form S-8 pertaining to The Warnaco Group,
Inc. 1991 Stock Option Plan. The Warnaco Group, Inc. Amended and Restated
1993 Stock Plan, The Warnaco Group, Inc. 1993 Stock Plan for Non-Employee
Directors and The Warnaco Group, Inc. 1997 Stock Plan of our report dated
March 12, 1997, on our audits of the consolidated financial statements and
financial statement schedule of Designer Holdings Ltd. as of December 31,
1996, and for the years ended December 31, 1996 and 1995.
COOPERS & LYBRAND L.L.P.
New York, New York
April 23, 1998
