As filedwith the Securities and Exchange Commission on February 5,
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. LONG TERM INCENTIVE 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) OfferingPrice (1) Registration Fee(1)
<S> <C> <C> <C> <C>
Common Stock 1,000,000 shares $2.28125 $2,281,250 $672.97
<FN>
<F1>
(1) The exercise price per share of the registrant's common stock for
options granted under the Long Term Incentive Plan is 50% of the
market value of such common stock at the time options are granted.
Accordingly, pursuant to Rule 457(h), 50% of the average of the high
and low prices reported on the New York Stock Exchange Composite
Tape on January 30, 1998 (as published in the Wall Street Journal)
is used for purposes of calculating the registration fee.
</FN>
</TABLE>
The Exhibit Index is on page 6 of this Registration Statement
PART I:
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not included in this registration statement (the "Registration
Statement") but provided or to be provided to Delta Woodside Industries,
Inc.'s ("Delta Woodside") Long Term Incentive Plan (the "Plan") participants
pursuant to Rule 428(b).
Item 2. Registrant Information and Employee Plan Annual Information.
Not included in this Registration Statement but provided or to be
provided to Plan participants pursuant to Rule 428(b).
PART II:
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
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 4. Description of Securities.
Not applicable.
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 6. Indemnification of Directors and Officers.
The information respecting RSI Corporation contained in Item 20 of the
registration statement of RSI Corporation and Porter Brothers, Inc., on Form
S-4, Commission File No. 33-30247 (the "Form S-4"), is incorporated herein
by reference.
Article VII of the by-laws of the registrant entitled
"Indemnification", is incorporated herein by reference to Exhibit 4.2.1 to
this Registration Statement.
Reference is made to the Articles of Amendment to the Articles of
Incorporation of the registrant filed with the South Carolina Secretary of
State's office on February 6, 1989. (See Exhibit 4.1.2 to this Registration
Statement.)
The Plan provides for indemnification of the Long Term Plan Committee,
defined in the Plan as a committee of Delta Woodside's board of directors
which administers the Plan, as follows:
In addition to such other rights of indemnification as they may have as
members of the Board [of Directors], the members of the Long Term Plan
Committee shall, to the fullest extent permitted by law, be indemnified
by the Company [Delta Woodside] against the reasonable expenses,
including attorney's fees, actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be
a party by reason of any action taken or failure to act under or in
connection with the Plan or any award or option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the
Company) or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for gross negligence or misconduct in the
performance of his or her duties; provided that within 60 days after
institution of any such action, suit or proceeding the Committee member
shall in writing offer the Company the opportunity, at its own expense,
to handle and defend the same.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
4.1.1 Articles of Incorporation of the registrant, as amended through
February 5, 1989: Incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-4 of RSI Corporation and Porter
Brothers, Inc., Commission File No. 33-30247 (the "Form S-4").
4.1.2 Articles of Amendment to Articles of Incorporation of the
registrant: Incorporated by reference to Exhibit 3.1.2 to the Form S-4.
4.1.3 Articles of Merger of Harper Brothers, Inc., into RSI Corporation:
Incorporated by reference to Exhibit 4.1.1 to the Registration
Statement on Form S-8, Commission File No. 33-33116 (the "1990 Form S-
8").
4.1.4 Articles of Merger of Delta Woodside Industries, Inc., a Delaware
corporation, into RSI Corporation: Incorporated by reference to Exhibit
4.1.2 to the 1980 Form S-8.
4.1.5 Articles of Merger of Duncan Office Supplies, Inc. into Delta
Woodside Industries, Inc.: Incorporated by reference to Exhibit 2.1 to
the registrant's Form 10-Q for the quarterly period ended December 29,
1990 (the "December 1990 10-Q").
4.2.1 By-laws of the registrant, as amended: Incorporated by reference
to Exhibit 3.1.1 to the Form S-4.
4.2.2 Amendments to the by-laws of the registrant: Incorporated by
reference to Exhibit 2.2 to the December 1990 10-Q.
4.3 Specimen of Certificate for the registrant's common stock: Incorporated
by reference to Exhibit 4.1.1 to the Form S-4.
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 Delta Woodside Industries, Inc. Long Term Incentive Plan (Effective
November 6, 1997): Incorporated by reference to Exhibit 10.2 of
Amendment No. 1 to the Registration Statement on Form S-4 of Delta
Mills, Inc.(an indirect wholly-owned subsidiary of Delta Woodside),
dated December 11, 1997, Commission File No. 333-37617.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) 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.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-
3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) 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.
(3) 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.
(b) 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 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.
(h) 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 their 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 be 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 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, Chief February 4, 1998
Bettis C. Rainsford 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
Exhibit Page
4.1.1 Articles of Incorporation of the
registrant, as amended through February 5, 1989:
Incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-4 of RSI
Corporation and Porter Brothers, Inc., Commission
File No. 33-30247 (the "Form S-4").
4.1.2 Articles of Amendment to Articles of
Incorporation of the registrant: Incorporated by
reference to Exhibit 3.1.2 to the Form S-4.
4.1.3 Articles of Merger of Harper Brothers,
Inc., into RSI Corporation: Incorporated by
reference to Exhibit 4.1.1 to the Registration
Statement on Form S-8, Commission File No. 33-
33116 (the "1990 Form S-8").
4.1.4 Articles of Merger of Delta Woodside
Industries, Inc., a Delaware corporation, into RSI
Corporation: Incorporated by reference to Exhibit
4.1.2 to the 1980 Form S-8.
4.1.5 Articles of Merger of Duncan Office
Supplies, Inc. into Delta Woodside Industries,
Inc.: Incorporated by reference to Exhibit 2.1 to
the registrant's Form 10-Q for the quarterly
period ended December 29, 1990 (the "December 1990
10-Q").
4.2.1 By-laws of the registrant, as amended:
Incorporated by reference to Exhibit 3.1.1 to the
Form S-4.
4.2.2 Amendments to the by-laws of the
registrant: Incorporated by reference to Exhibit
2.2 to the December 1990 10-Q.
4.3 Specimen of Certificate for the registrant's
common stock: Incorporated by reference to Exhibit
4.1.1 to the Form S-4.
5.1 p. 8 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 p. 10 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 Delta Woodside Industries, Inc. Long Term
Incentive Plan (Effective November 6, 1997):
Incorporated by reference to Exhibit 10.2 of
Amendment No. 1 to the Registration Statement on
Form S-4 of Delta Mills, Inc.(a wholly-owned
subsidiary of Delta Woodside), dated December 11,
1997, Commission File No. 333-37617.
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. Long Term Incentive Plan.
Ladies and Gentlemen:
The opinion set forth below is rendered with respect to the 1,000,000
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 Long Term
Incentive 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. Long Term Incentive 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
