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. 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. & 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 200,000 shares $4.5625 $912,500 $269.19
<FN>
<F1>
(1) Pursuant to Rule 457(h), 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 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. Stock Option
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. 33-38930, 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. 333-01381, filed with the Commission on March 1,
1996 (the "1996 S-8"), is incorporated herein by reference. Effective
November 6, 1997, the Delta Woodside Stock Option Plan was amended to
increase the aggregate number of shares issuable thereunder from 600,000
to 800,000.
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 Stock Option 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, 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
INDEX TO EXHIBITS
Exhibit Sequentially
Numbered
Page
5.1 -- Opinion of Wyche, Burgess, Freeman & Parham, P.A. 6
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 Stock Option Plan effective 9
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. Stock Option Plan for 200,000 Additional Shares
Ladies and Gentlemen:
The opinion set forth below is rendered with respect to the 200,000
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 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. Stock Option 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.
STOCK OPTION 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 Stock Option Plan, as heretofore amended (the "Plan"), is
amended as follows:
1. Section 4 (STOCK SUBJECT TO PLAN) of the Plan is amended by
substituting "800,000" for "600,000" where that number appears in that
Section.
2. In all other respects the Plan shall remain in full force and
effect.
3. This 1997 Amendment shall be effective if the amendment set
forth in Section 1 is approved by the requisite shareholder vote as the
1997 Annual Meeting of the Shareholders of the Company.
Effective as of November 6, 1997.
