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 of (I.R.S. Employer Identification No.)
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. STOCK OPTION 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
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Ammount
Title of Sceurities Amount to Offering Price Aggregate Registration
to be registered be Registered Per Share(1) Offering Price (1) Fee (1)
Common Stock 300,000 shares $5.25 $1,575,000.00 $543.10
(1) Pursuant to Rule 457(h), the average of the high and low prices reported
on the New York Stock Exchange Composite Tape on February 28, 1996
(as published in the Wall Street Journal) is used for purposes of
calculating the registration fee.
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. 33-38930, 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.
Stock Option Plan was amended to increase the aggregate number of shares
issuable thereunder from 300,000 to 600,000.
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 Amendment to Stock Option Plan: Incorporated by reference to
Exhibit 10.9.2 to the Company's Form 10-K for the fiscal year
ended June 29, 1991.
99.2 1995 Amendment to Stock Option Plan effective as of November 9,
1995: Incorporated by reference to Exhibit 10.4.4 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
Exhibit Sequentially
Numbered Page
5.1-- Opinion of Wyche, Burgess, Freeman & Parham, P.A. 7
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 incorporation by 9
reference in registration statement.
23.3-- Consent of Ernst & Young LLP to incorporation by 10
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.
Stock Option Plan
Additional 300,000 shares
Ladies and Gentlemen:
The opinion set forth below is rendered with respect to the
300,000 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 Stock Option 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 exercisability and other
conditions set forth in the Plan and in the applicable
stock option agreement or letter and payment of the
applicable exercise 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.
Very truly yours,
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. Stock Option 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 of Delta Woodside Industries, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the
years ended July 2, 1994 and July 3, 1993 and the related financial
statement schedule included therein, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Greenville, South Carolina
February 29, 1996
