<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1997
REGISTRATION NO. 333-23167
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SYNTHETIC INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 2221 58-1049400
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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<S> <C>
LEONARD CHILL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
309 LAFAYETTE ROAD SYNTHETIC INDUSTRIES, INC.
CHICKAMAUGA, GEORGIA 30707 309 LAFAYETTE ROAD
(706) 375-3121 CHICKAMAUGA, GEORGIA 30707
(Address, including zip code, and telephone (706) 375-3121
number, including (Name, address, including zip code, and
area code, of Registrant's principal executive telephone number,
offices) including area code, of agent for service)
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COPIES OF COMMUNICATIONS TO:
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<S> <C>
STUART BRESSMAN THOMAS R. POLLOCK, ESQ.
KING & SPALDING PAUL, HASTINGS, JANOFSKY & WALKER LLP
120 WEST 45TH STREET 399 PARK AVENUE
NEW YORK, NEW YORK 10036 NEW YORK, NEW YORK 10022
(212) 556-2100 (212) 318-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement is declared
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
9 1/4% Senior Subordinated Notes
due 2007........................ $170,000,000 100% $170,000,000 $51,515
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(1) Estimated solely for the purpose of computing the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 4 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Chickamauga, State of Georgia, on the 9th day of June, 1997.
SYNTHETIC INDUSTRIES, INC.
By: /s/ LEONARD CHILL
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Leonard Chill
President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 4 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
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SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ LEONARD CHILL President, Chief Executive Officer June 9, 1997
- ----------------------------------------------------- and Director (Principal
Leonard Chill Executive Officer)
/s/ JOSEPH SINICROPI Chief Financial Officer and June 9, 1997
- ----------------------------------------------------- Secretary (Principal Accounting
Joseph Sinicropi Officer)
/s/ JOSEPH F. DANA Director June 9, 1997
*
- -----------------------------------------------------
Joseph F. Dana
/s/ LEE J. SEIDLER Director June 9, 1997
*
- -----------------------------------------------------
Lee J. Seidler
/s/ WILLIAM J. SHORTT Director June 9, 1997
*
- -----------------------------------------------------
William J. Shortt
/s/ ROBERT L. VOIGT Director June 9, 1997
*
- -----------------------------------------------------
Robert L. Voigt
*By: /s/ JOSEPH SINICROPI
------------------------------------------------
Joseph Sinicropi
Attorney-in-Fact
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II-3
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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<C> <S> <C>
4.1 -- Indenture dated as of February 11, 1997 between
Registrant and United States Trust Company of New York,
as trustee.*
4.2 -- Registration Rights Agreement, dated as of February 11,
1997, between the Registrant and Bear, Stearns & Co.
Inc.*
4.3 -- Form of Security for 9 1/4% Senior Subordinated Notes due
2007 originally issued by Synthetic Industries, Inc. on
February 11, 1997.*
4.4 -- Form of Security for 9 1/4% Senior Subordinated Notes due
2007 to be issued by Synthetic Industries, Inc. and
registered under the Securities Act of 1933, as amended.*
5.1 -- Opinion of Andrews & Kurth L.L.P.*
8.1 -- Opinion of King & Spalding with respect to tax matters.
12.1 -- Statement regarding computation of ratio of earnings to
fixed charges.*
12.2 -- Statement regarding computation of ratio of pro forma
earnings to pro forma fixed charges.*
23.1 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit
5.1).*
23.2 -- Consent of Deloitte & Touche LLP.*
24 -- Powers of attorney (included on signature page of this
Registration Statement).*
25 -- Statement of Eligibility of Trustee.*
99.1 -- Form of Letter of Transmittal.*
99.2 -- Form of Notice of Guaranteed Delivery.*
99.3 -- Form of Exchange Agent Agreement.*
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* Previously filed
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EXHIBIT 8.1
[LETTERHEAD OF KING & SPALDING]
June 6, 1997
Synthetic Industries, Inc.
309 LaFayette Road
Chickamauga, Georgia 30707
Re: Registration Statement on Form S-4 of
Synthetic Industries, Inc. (Reg. No. 333-23167)
Ladies and Gentlemen:
This opinion is delivered to you in connection with the final amended
Registration Statement on Form S-4 (Reg. No. 333-23167) (the "Registration
Statement") to be filed with the Securities and Exchange Commission by
Synthetic Industries, Inc. (the "Company") in connection with the Company's
offer (the "Exchange Offer") to exchange up to $170,000,000 aggregate principal
amount of its 9 1/4% Senior Subordinated Notes due 2007 (Series B) (the "New
Notes") for a like principal amount of its outstanding 9 1/4% Senior
Subordinated Notes due 2007 (Series A) (the "Old Notes").
INFORMATION RELIED UPON
In rendering the opinion expressed herein, we have examined and relied
upon such documents or forms of documents as we have deemed appropriate,
including: (i) the Registration Statement and accompanying Prospectus with
respect to the Exchange Offer (the "Prospectus"); (ii) the Company's
$170,000,000 Series A and Series B 9 1/4% Senior Subordinated Notes due 2007
Indenture, dated February 11, 1997; (iii) the form 9 1/4% Series A Senior
Subordinated Note due 2007; (iv) the form 9 1/4% Senior Subordinated Series B
Note due 2007; (v) the Registration Rights Agreement, dated February 11, 1997,
between the Company and Bear, Stearns & Co., Inc.; (vi) the Offering
Memorandum, dated February 6, 1997, with respect to the Old Notes; and (vii)
the Company's Certificate Relating to Tax Opinion (the "Certificate"). In our
examination of the documents and in our reliance upon them in issuing this
opinion, we have assumed, with your consent, that all representations,
certifications, and statements set forth in the documents are and will remain
true, correct, and complete, and that all obligations, covenants, conditions,
and terms imposed by any of the documents on the parties have been or will be
performed or satisfied in accordance with their terms. Moreover, we have
participated in conferences with officers and representatives of the Company at
which time the contents of the Registration Statement and the Prospectus and
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Synthetic Industries, Inc.
June 6, 1997
Page 2
related matters were discussed.
In rendering this opinion, we have relied upon the representations in
the Certificate.
OPINION
Based on our analysis of the relevant legal authorities as they apply to
the information, representations, assumptions that we have made with your
consent, and documents upon which we have relied, the discussion contained in
the Prospectus in the section captioned "CERTAIN UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS" expresses our opinion as to certain United States federal
income tax consequences of the exchange, holding, and disposition of the Notes.
This opinion is based on current authorities and upon facts,
assumptions that we have made with your consent, and representations as of this
date. It is subject to change in the event of a change in the applicable law
or a change in the interpretation of such law by the courts or by the Internal
Revenue Service. There can be no assurance that legislative or administrative
changes or court decisions will not be forthcoming that would significantly
modify this opinion or cause its withdrawal. We are under no obligation to
inform you of any such changes or decisions. In addition, our opinion is based
solely on the documents that we have examined and the representations and
assumptions referred to herein. Our opinion cannot be relied upon if any of
the material facts contained in such documents are, or later become, materially
inaccurate or if any of the representations or assumptions referred to herein
are, or later become, materially inaccurate. Our opinion represents our legal
judgment and has not official status of any kind. Finally, our opinion is
limited to the federal income tax matters specifically covered thereby.
This letter is furnished by us as counsel for the Company. We consent
to the filing of this opinion as an exhibit to the Registration Statement in
connection with the Exchange Offer and to the use of our name in the Prospectus.
Very truly yours,
/s/ KING & SPALDING
King & Spalding
