As filed with the Securities and Exchange Commission on February 6, 1998.
Registration File No. 333-_________
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. 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. & Eric K. Graben, Esq.
Wyche, Burgess, Freeman & Parham, P.A.
Post Office Box 728
Greenville, South Carolina 29602-0728
(864) 242-8200
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share(1) Offering Price (1) Registration Fee(1)
<S> <C> <C> <C> <C>
Common Stock 300,000 shares $0.01 $3,000.00 $0.89
<FN>
<F1>
(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. The
amount of registration fee is calculated pursuant to Section
6(b) of the Securities Act of 1933, as amended.
</FN>
</TABLE>
The Exhibit Index appears on Page 6 hereof.
Part I: Information Required in the Section 10(a) Prospectus
Pursuant to General Instruction G, information updating the
Section 10(a) Prospectus for the Delta Woodside Industries, Inc.
Incentive Stock Award Plan is or will be provided to participants as
specified in Rule 428(b)(1) and is not included in this Registration
Statement.
Part II: Information Required in the Registration Statement
The information contained in Delta Woodside Industries, Inc.'s
("Delta Woodside") registration statement on Form S-8, Registration
File No. 33-38931, filed with the Securities and Exchange Commission
(the "Commission") on February 12, 1991 (the "1991 S-8"), and the
information contained in Delta Woodside's registration statement on
Form S-8, Registration File No. 333-01383, filed with the Commission
on March 1, 1996 (the "1996 S-8"), is incorporated herein by
reference.
Effective November 6, 1997, the Delta Woodside Incentive Stock
Award Plan (the "Plan") was amended to increase the aggregate number
of shares issuable thereunder from 800,000 to 1,100,000 and to
permit persons who beneficially own 5% or more of Delta Woodside's
outstanding common stock to participate in the Plan. In all other
respects, the Plan remains in full force and effect.
Item 3. Incorporation of Documents by Reference
The following documents or portions thereof are hereby
incorporated by reference:
Delta Woodside's Annual Report on Form 10-K for the fiscal year
ended June 28, 1997.
All other reports filed by Delta Woodside pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, since the end of Delta Woodside's 1997 fiscal year.
The description of Delta Woodside'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 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 January 26, 1998, attorneys of Wyche, Burgess, Freeman &
Parham, P.A., beneficially owned in the aggregate 211,550 of the
outstanding shares of common stock of the registrant.
Item 8. Exhibits
The information in Item 8 "Exhibits" in the 1991 S-8 and the 1996 S-
8 is supplemented as follows:
Exhibit
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. dated
February 4, 1998 regarding certain aspects of the legality of
shares of Delta Woodside.
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.
24.1 Power of Attorney: contained on the signature page of this
filing.
99.1 1997 Amendment to Incentive Stock Award Plan effective as of
November 6, 1997.
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 5, 1998.
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 Executive Officer February 5, 1998
E. Erwin Maddrey, II and Director
/s/ Bettis C. Rainsford Executive Vice President, February 4, 1998
Chief Financial Officer,
Treasurer and Director
/s/ Douglas J. Stevens Controller February 4, 1998
Douglas J. Stevens (Principal Accounting Officer)
/s/ Buck Mickel Director February 3, 1998
Buck Mickel
/s/ C. C. Guy Director February 4, 1998
C. C. Guy
/s/ Buck A. Mickel Director February 4, 1998
Buck A. Mickel
/s/ James F. Kane Director February 4, 1998
James F. Kane
/s/ Max Lennon Director February 3, 1998
Max Lennon
INDEX TO EXHIBITS
Exhibit Sequentially
Numbered Page
5.1 -- Opinion of Wyche, Burgess, Freeman & Parham, 6
P.A. dated February 4, 1998 regarding certain
aspects of the legality of shares of Delta
Woodside Industries, Inc.
23.2 -- Consent of KPMG Peat Marwick LLP to 8
incorporation by reference in registration
statement.
99.1 -- 1997 Amendment to Incentive Stock Award Plan 9
effective as of November 6, 1997.
Exhibit 5.1
[Wyche, Burgess, Freeman & Parham Letterhead]
February 4, 1998
Delta Woodside Industries, Inc.
233 North Main Street
Hammond Square, Suite 200
Greenville, South Carolina 29601
Re: Opinion re Legality of shares issued pursuant to the
Registration Statement on Form S-8 of Delta Woodside Industries,
Inc. Incentive Stock Award Plan for 300,000 Additional 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 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 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
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 or any
political subdivision of the State of South Carolina. 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 of 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, other than participants in the Plan, 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. We also consent to
the use of our name under the heading "Item 5: Interests of Named Experts
and Counsel."
Very truly yours,
/s/ WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
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 on
Form S-8 and the related Prospectus pertaining to the Delta Woodside Industries,
Inc. Incentive Stock Award Plan of our report dated August 15, 1997, except
for Note D, as to which the date is August 25, 1997, relating to the
consolidated balance sheets of Delta Woodside Industries, Inc., as of
June 29, 1996 and June 28, 1997, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the years in the
three-year period ended June 28, 1997, incorporated herein by reference, which
report appears in the June 28, 1997 annual report on Form 10-K of Delta
Woodside Industries, Inc., filed with the Securities and Exchange Commission.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Greenville, South Carolina
February 4, 1998
Exhibit 99.1
DELTA WOODSIDE INDUSTRIES, INC.
INCENTIVE STOCK AWARD PLAN
1997 AMENDMENT
Effective as of the 1997 Annual Meeting of the Shareholders of Delta
Woodside Industries, Inc., a South Carolina corporation (the "Company"),
the Company's Incentive Stock Award Plan, as heretofore amended (the
"Plan"), is amended as follows:
1. Section 4.1 (NUMBER OF SHARES) of the Plan is amended by
substituting "1,100,000" for "800,000" where that number appears in that
Section.
2. The following portion of Section 2.1 (ELIGIBILITY) of the Plan
is deleted:
"provided, however, that any person who beneficially owns 5% or
more of the Company's outstanding common stock shall not be
eligible to participate in the Plan".
3. In all other respects the Plan shall remain in full force and
effect.
4. Sections 1,3 and 4 of this amendment shall be effective if the
amendment set forth in Section 1 is approved by the requisite shareholder
vote at the 1997 Annual Meeting of Shareholders of the Company. Sections
2,3 and 4 of this amendment shall be effective if the amendment set forth
in Section 2 is approved by the requisite shareholder vote at the 1997
Annual Meeting of Shareholders of the Company. This entire 1997 Amendment
shall be effective if the amendments set forth in Sections 1 and 2 are
approved by the requisite shareholder vote at the 1997 Annual Meeting of
Shareholders of the Company.
Effective as of November 6, 1997.
