As filed with the Securities and Exchange Commission on March 1,
1996.
Registration File No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DELTA WOODSIDE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0535180
(State or other jurisdiction (I.R.S.Employer Identification No.)
of incorporation or organization)
233 North Main Street
Hammond Square, Suite 200
Greenville, South Carolina 29601
(864) 232-8301
(Address, including zip code, of principal executive offices)
DELTA WOODSIDE INDUSTRIES, INC. INCENTIVE STOCK AWARD PLAN
(Full Title of the plan)
E. Erwin Maddrey, II, President
Delta Woodside Industries, Inc.
233 North Main Street
Hammond Square, Suite 200
Greenville, South Carolina 29601
(864) 232-8301
(Name, address, and telephone number,
including area code,of agent for service)
Copies to:
Eric B. Amstutz, Esq.
Wyche, Burgess, Freeman & Parham, P.A.
Post Office Box 728
Greenville, South Carolina 29602-0728
(864) 242-8200
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Registration of
to be Registered be Registered Per Share(1) OfferingPrice(1) Fee(1)
Common Stock 500,000 shares $0.01 $5,000.00 $100
(1) Under the Incentive Stock Award Plan, a participant may, upon
vesting of an Award (or portion thereof), purchase
shares of common stock of the registrant for cash in the
amount of $0.01 per share. Pursuant to Rule 457(h), this
cash purchase price is used for purposes of calculating the
registration fee. Because the registration fee as so
calculated is less than $100, a payment in the amount of $100
accompanies this Registration Statement pursuant to
Section 6(b) of the Securities Act of 1933, as amended.
The Exhibit Index appears on Page 6 hereof.
Part I: Information Required in the Section 10(a) Prospectus
The information contained in Delta Woodside Industries, Inc.'s
registration statement on Form S-8, Registration File No. 33-38931, filed
with the Securities and Exchange Commission on February
12, 1991 (the "1991 S-8"), is incorporated herein by reference.
Part II: Information Required in the Registration Statement
The information contained in the 1991 S-8 is incorporated
herein by reference. Effective November 9, 1995, the Delta Woodside
Industries, Inc. Incentive Stock Award Plan was amended to
increase the aggregate number of shares issuable thereunder from
300,000 to 800,000.
Item 3. Incorporation of Documents by Reference
The following documents or portions thereof are hereby
incorporated by reference:
Delta Woodside Industries, Inc.'s Annual Report on Form
10-K for the fiscal year ended July 1, 1995.
All other reports filed by Delta Woodside Industries,
Inc. pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended, since the end of Delta Woodside Industries, Inc.'s 1995 fiscal year.
The description of Delta Woodside Industries, Inc.'s
common stock contained in or incorporated into the registrant's registration
statement on Form 8-A filed with the Securities and Exchange Commission on
November 1, 1989.
All documents subsequently filed by Delta Woodside
Industries, Inc. pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, 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 to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel.
The law firm of Wyche, Burgess, Freeman & Parham, P.A.,
located in Greenville, South Carolina, is counsel to the registrant in
connection with this Registration Statement and has passed on certain aspects
of the legality of the common stock covered hereby. As of
February 29, 1996, attorneys of Wyche, Burgess, Freeman &
Parham, P.A., beneficially owned in the aggregate approximately 0.614% of the
outstanding shares of common stock of the registrant.
Item 8. Exhibits
The information in Item 8 "Exhibits" in the 1991 S-8 is
supplemented as follows:
Exhibit
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A.
dated February 29, 1996 regarding certain aspects of the legality of shares
of Delta Woodside Industries, Inc.
23.1 Consent of Wyche, Burgess, Freeman & Parham, P.A. --
contained in Exhibit 5.1
23.2 Consent of KPMG Peat Marwick LLP to incorporation by
reference in registration statement.
23.3 Consent of Ernst & Young LLP to incorporation by
reference in registration statement.
24.1 Power of Attorney is contained on the signature page
of this filing.
99.1 1995 Amendment to Incentive Stock Award Plan
effective as of November 9,1995: Incorporated by reference to Exhibit
10.3.1 to the Company's Form 10-Q for the fiscal quarter ended December 30,
1995.
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 Greenville, State of
South Carolina, as of February 29, 1996.
Delta Woodside Industries, Inc.
By: /s/ E. Erwin Maddrey, II
E. Erwin Maddrey, II
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints E. Erwin Maddrey, II,
Bettis C. Rainsford, and Douglas J. Stevens, and each of them, as 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
pre-effective and 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
and the New York Stock Exchange, 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 which 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 by the following persons in the
capacities and as of the dates indicated:
Signature Title
Date
/s/ E. Erwin Maddrey, II President, Chief February 29, 1996
E. Erwin Maddrey, II Executive Officer and
Director (Principal
Executive Officer)
/s/ Bettis C. Rainsford Executive Vice President, February 29, 1996
Bettis C. Rainsford Chief Financial Officer,
Treasurer and Director
(Principal Financial Officer)
/s/ Douglas J. Stevens Controller (Principal February 29, 1996
Douglas J. Stevens Accounting Officer)
/s/ Buck Mickel Director February 29, 1996
Buck Mickel
/s/ C. C. Guy Director February 29, 1996
C. C. Guy
/s/ Buck A. Mickel Director February 29, 1996
Buck A. Mickel
/s/ James F. Kane Director February 29, 1996
James F. Kane
/s/ Max Lennon Director February 29, 1996
Max Lennon
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Page
5.1 -- Opinion of Wyche, Burgess, Freeman & 7
Parham, P.A. dated February 29, 1996
regarding certain aspects of the legality
of shares of Delta Woodside Industries, Inc.
23.2 -- Consent of KPMG Peat Marwick LLP to 9
incorporation by reference in registration
statement.
23.3 -- Consent of Ernst & Young LLP to incorporation 10
by reference in registration statement.
EXHIBIT 5.1
(864) 242-8201
February 29, 1996
Delta Woodside Industries, Inc.
233 North Main Street
Hammond Square, Suite 200
Greenville, South Carolina 29601
Re: Registration Statement on Form S-8
Delta Woodside Industries, Inc.
Incentive Stock Award Plan
Additional 500,000 shares
Ladies and Gentlemen:
The opinion set forth below is rendered with respect to the
500,000 shares, par value $.01 per share, of common stock of
Delta Woodside Industries, Inc., a South Carolina corporation
(the "Company"), that will be registered with the Securities and
Exchange Commission by the above-referenced Registration
Statement on Form S-8 pursuant to the Securities Act of 1933, as
amended, in connection with the Company's Incentive Stock Award
Plan (the "Plan"). We have examined the Company's Articles of
Incorporation, and all amendments thereto, the Company's By-Laws,
as amended, and reviewed the records of the Company's corporate
proceedings. We have made such investigation of law as we have
deemed necessary in order to enable us to render this opinion.
With respect to matters of fact, we have relied upon information
provided to us by the Company and no further investigation. With
respect to all examined documents, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to authentic
originals of all documents submitted to us as certified,
conformed or photostatic copies and the accuracy and completeness
of the information contained therein.
Based on and subject to the foregoing and subject to the
comments, limitations and qualifications set forth below, we are
of the opinion that:
1. The Company is currently existing as a corporation
under the laws of the State of South Carolina.
2. Upon satisfaction of the vesting and other conditions
set forth in the Plan and in the applicable incentive
stock award agreement and payment of the $.01 per share
cash purchase price, shares of the Company's common
stock covered by the above-referenced Registration
Statement that are issued after the date hereof under
and in compliance with the terms of the Plan will be
legally issued, fully paid to the Company and
non-assessable.
The foregoing opinion is limited to matters governed by the
laws of the State of South Carolina in force on the date of this
letter. We express no opinion with regard to any matter that may
be (or that purports to be) governed by the laws of any other
state or jurisdiction. In addition, we express no opinion with
respect to any matter arising under or governed by the South
Carolina Uniform Securities Act, as amended, any law respecting
disclosure or any law respecting any environmental matter.
This opinion is rendered as the date of this letter and
applies only to the matters specifically covered by this opinion,
and we disclaim any continuing responsibility for matters
occurring after the date of this letter.
Except as noted below, this opinion is rendered solely for
your benefit in connection with the above-referenced Registration
Statement on Form S-8 respecting shares of the Company's common
stock to be issued under the Plan and may not be relied upon,
quoted or used by any other person or entity or for any other
purpose without our prior written consent.
We consent to the use of this opinion as an exhibit to the
above-referenced Registration Statement on Form S-8 respecting
shares of the Company's common stock to be issued under the Plan.
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
By:\s\ Eric B. Amstutz
Eric B. Amstutz
EBA:ckt
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Delta Woodside Industries, Inc.
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related prospectus pertaining to the Delta
Woodside Industries, Inc. Incentive Stock Award Plan of our report
dated August 18, 1995 on the consolidated financial statements of
Delta Woodside Industries, Inc. (the Company) as of and for the
year ended July 1, 1995, incorporated herein by reference, which
report appears in the July 1, 1995 annual report on Form 10-K of
Delta Woodside Industries, Inc.
/s/ KPMG Peat Marwick LLP
Greenville, South Carolina
February 28, 1996
Exhibit 23.3 - Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8, to be filed on March 1, 1996) pertaining to
the Delta Woodside Industries, Inc. Stock Option Plan and in the
Registration Statement (Form S-8, to be filed on March 1, 1996)
pertaining to the Delta Woodside Industries, Inc. Incentive Stock
Award Plan, of our report dated August 17, 1994, except for the
first sentence of the second paragraph of Note E, as to which the
date is September 7, 1994, with respect to the consolidated
financial statements incorporated herein by reference and the
financial statement schedule included herein for the years ended
July 2, 1994 and July 3, 1993 in the Annual Report (Form 10-K) of
Delta Woodside Industries, Inc. for the year ended July 1, 1995,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
February 29, 1996
