UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
Delta Woodside Industries, Inc.
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(Name of Registrant as Specified In Its Charter)
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DELTA WOODSIDE INDUSTRIES, INC.
100 Augusta Road (29601)
Post Office Box 6126
Greenville, South Carolina 29606
Telephone (864) 255-4122
SUPPLEMENT TO PROXY STATEMENT
October 31, 2000
DEAR SHAREHOLDER:
On October 25, 2000, the Company's Board of Directors amended the
Company's new 2000 Stock Option Plan (the "New Stock Option Plan") as described
below. The New Stock Option Plan has been submitted to the Company's
shareholders for their approval at the Company's 2000 Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the Gunter Theatre, 320 South
Main Street, Greenville, South Carolina at 9:00 a.m. on Tuesday, November 7,
2000. Certain information about the New Stock Option Plan is set forth under the
heading "Item 2: Approval of Delta Woodside Industries, Inc. 2000 Stock Option
Plan" in the Company's Proxy Statement dated October 6, 2000 pertaining to the
Annual Meeting (the "Proxy Statement"). The information contained in this
Supplement to Proxy Statement (this "Supplement") updates and supplements the
information contained in the Proxy Statement.
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S PROXY
STATEMENT DATED OCTOBER 6, 2000, WHICH YOU SHOULD ALREADY HAVE RECEIVED. THIS
SUPPLEMENT CONTAINS IMPORTANT INFORMATION THAT WAS NOT INCLUDED IN THE PROXY
STATEMENT DATED OCTOBER 6, 2000. PLEASE READ THE PROXY STATEMENT DATED OCTOBER
6, 2000 AND THIS SUPPLEMENT CAREFULLY, SINCE TOGETHER THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE MATTERS TO BE VOTED ON AT THE ANNUAL
MEETING.
ITEM 2
APPROVAL OF DELTA WOODSIDE INDUSTRIES, INC.
2000 STOCK OPTION PLAN
OCTOBER 25, 2000 AMENDMENT OF THE NEW STOCK OPTION PLAN
On October 25, 2000, the Company's Board of Directors amended the New
Stock Option Plan to provide that the Board (or the committee administering the
plan) may not, without the prior approval of the Company's shareholders, (i)
reprice, replace or regrant through cancellation any option previously awarded
under the plan or (ii) lower the price per share at which an option previously
granted under the plan may be exercised. There is an exception from the
requirement of prior shareholder approval described above for adjustments to the
number of shares underlying outstanding options to prevent dilution in the event
of certain changes in the characteristics of the Company's common stock (such as
a stock dividend, recapitalization, merger, reorganization, consolidation, stock
split, reverse stock split or other similar event), the nature and extent of
which adjustments will be determined solely by the Board or administrating
committee. Prior to approval of this amendment, the Board or administrating
committee could have permitted a grantee of an outstanding option to surrender
that option in exchange for a new option covering a different number of shares,
having a different exercise price and/or term or otherwise having different
provisions, subject to the other requirements of the plan. The old option
surrendered would no longer have been charged against the aggregate number of
shares issuable pursuant to the plan. Except as described above, the New Stock
Option Plan and the description of it set forth in the Proxy Statement remain
unchanged by the October 25, 2000 amendment.
THE BOARD OF DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU
VOTE TO APPROVE THE COMPANY'S 2000 STOCK OPTION PLAN.
By order of the Board of Directors of the Company,
William H. Hardman, Jr., Secretary
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APPENDIX A
AMENDMENT TO THE DELTA WOODSIDE INDUSTRIES, INC.
2000 STOCK OPTION PLAN
Effective October 25, 2000, Section 12. of the Delta Woodside Industries, Inc.
2000 Stock Option Plan was amended to read in its entirety as follows:
"12. CANCELLATION AND REPLACEMENT OF OPTIONS.
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Except to the extent required by Section 14., without the prior approval of
the shareholders of the Company the Board (or Committee, as applicable)
shall not (i) reprice, replace or regrant through cancellation any Options
previously awarded under the Plan or (ii) lower the price per Share at
which an Option previously granted under the Plan may be exercised."
