<PAGE> 1
As filed with the Securities and Exchange Commission on December 10, 1997
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SYNTHETIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-1049400
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
309 LAFAYETTE ROAD
CHICKAMAUGA, GEORGIA 30707
(Address of Principal Executive (Zip Code)
Offices)
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1994 STOCK OPTION PLAN
1996 STOCK OPTION PLAN
(Full title of the Plans)
JOSEPH F. DANA
CHIEF OPERATING OFFICER AND GENERAL COUNSEL
309 LAFAYETTE ROAD
CHICKAMAUGA, GEORGIA 30707
(Name and address of agent for service)
(706) 375-3121
(Telephone number, including area code, of agent
for service)
---------------------------
with copies to:
MARK ZVONKOVIC
KING & SPALDING
1185 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 556-2100
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of registration
be registered registered unit(1) price(1) fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 905,736(2) $ 11.86 $ 10,742,029 $ 3,169
$1.00 par value
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
---------------------------
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h)(i) based upon the weighted average of the
exercise prices for the options granted under the Registrant's 1994
Stock Option Plan For Non-Employee Directors, 1994 Stock Option Plan
and 1996 Stock Option Plan (collectively, the "Plans").
(2) Plus such additional number of shares of Common Stock as may be
issuable pursuant to the antidilution provisions of the Plans.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Synthetic Industries, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996;
(2) The Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended December 31, 1996, March 31, 1997 and June 30, 1997;
and
(3) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A filed on October
24, 1996 (File No. 0-12357), including any amendment or report filed for the
purpose of updating such information.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock
offered hereby will be passed upon for the Registrant by King & Spalding, 1185
Avenue of the Americas, New York, New York 10036.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. A corporation may, in advance of the final disposition of any
civil, criminal, administrative or investigative action, suit or proceeding,
pay the expenses (including attorneys' fees) incurred by any officer, director,
employee or agent in defending such action, provided that the director or
officer undertakes to repay such amount if it shall ultimately be determined
that he or she
II-1
<PAGE> 3
is not entitled to be indemnified by the corporation. A corporation may
indemnify such person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be liable
to the corporation. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the corporation
must indemnify him or her against the expenses (including attorneys' fees)
which he or she actually and reasonably incurred in connection therewith. The
indemnification provided is not deemed to be exclusive of any other rights to
which an officer or director may be entitled under any corporation's by-laws,
agreement, vote or otherwise.
In accordance with Section 145 of the DGCL, Article VII of
the Registrant's Certificate of Incorporation, as amended and restated (the
"Restated Certificate") provides that the Registrant may indemnify, to the
fullest extent permitted by applicable law in effect from time to time, any
person, and the estate and personal representative of any such person, against
all liability and expense (including attorneys' fees) incurred by reason of the
fact that such person is or was a director, officer, fiduciary, or agent of the
Registrant, or, while serving as a director, officer, fiduciary or agent of the
Registrant, is or was serving at the request of the Registrant as a director,
officer, partner, trustee, employee, fiduciary, or agent of, or in any similar
managerial or fiduciary position of another domestic or foreign corporation or
other individual or entity or of an employee benefit plan to the extent and in
the manner provided in any bylaw, resolution of the directors, resolution of
the stockholders, contract, or otherwise so long as such indemnification is
legally permissible.
The foregoing statements are subject to the detailed
provisions of Section 145 of the DGCL and Article VII of the Restated
Certificate.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description
------- ----------------------------------------------------------------------
<S> <C>
3.1 Certificate of Incorporation of the Registrant (included as an exhibit
to the Registrant's Registration Statement on Form 8-A (0-12357) as
filed on October 24, 1996 and incorporated herein by reference).
3.2 Amended and Restated Bylaws of the Registrant (included as an exhibit
to the Registrant's Registration Statement on Form 8-A (0-12357) as
filed on October 24, 1996 and incorporated herein by reference).
5.1.* Opinion of King & Spalding.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of King & Spalding (included in Exhibit 5.1).
</TABLE>
II-2
<PAGE> 4
<TABLE>
<S> <C>
24.1 Power of Attorney (included on signature page).
99.1 Synthetic Industries, Inc. 1994 Stock Option Plan For Non-Employee
Directors (included as an exhibit to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1994 and incorporated
herein by reference).
99.2 Synthetic Industries, Inc. 1994 Stock Option Plan (included as an
exhibit to the Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1994 and incorporated herein by reference).
99.3 Synthetic Industries, Inc. 1996 Stock Option Plan (included as an
exhibit to the Registrant's Registration Statement on Form S-1 (333-
09377) as filed on August 1, 1996 and incorporated herein by
reference).
</TABLE>
- --------------------
*Filed herewith
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, as amended (the "Securities Act");
(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 and 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 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 or Form S-8 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 Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
II-3
<PAGE> 5
(2) That, for the purpose of determining any liability
under the Securities Act, 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, each filing
of the Registrant's Annual Report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the forgoing provisions
described in Item 6 above, 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 Securities 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 its 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 Securities Act and will be governed
by the final adjudication of such issue.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Chickamauga, State of
Georgia, on the 10th day of December, 1997.
SYNTHETIC INDUSTRIES, INC.
By: /s/ LEONARD CHILL
------------------------------------
Leonard Chill
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leonard Chill and Joseph Sinicropi, and
each of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including 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 any
other regulatory authority, 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 connection therewith, as fully
to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ LEONARD CHILL President, Chief Executive Officer December 10, 1997
-------------------------------------- and Director (Principal Executive
Leonard Chill Officer)
/s/ JOSEPH F. DANA Chief Operating Officer, General December 10, 1997
-------------------------------------- Counsel and Director
Joseph F. Dana
/s/ JOSEPH SINICROPI Chief Financial Officer and Secretary December 10, 1997
-------------------------------------- (Principal Financial and Accounting
Joseph Sinicropi Officer)
/s/ LEE J. SEIDLER Director December 10, 1997
--------------------------------------
Lee J. Seidler
/s/ WILLIAM J. SHORTT Director December 10, 1997
--------------------------------------
William J. Shortt
/s/ ROBERT L. VOIGT Director December 10, 1997
--------------------------------------
Robert L. Voigt
</TABLE>
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
------- ----------------------------------------------------------------------
<S> <C>
3.1 Certificate of Incorporation of the Registrant (included as an exhibit
to the Registrant's Registration Statement on Form 8-A (0-12357) as
filed on October 24, 1996 and incorporated herein by reference).
3.2 Amended and Restated Bylaws of the Registrant (included as an exhibit
to the Registrant's Registration Statement on Form 8-A (0-12357) as
filed on October 24, 1996 and incorporated herein by reference).
5.1.* Opinion of King & Spalding.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of King & Spalding (included in Exhibit 5.1).
24.1 Power of Attorney (included on Page II-4).
99.1 Synthetic Industries, Inc. 1994 Stock Option Plan For Non-Employee
Directors (included as an exhibit to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1994 and incorporated
herein by reference).
99.2 Synthetic Industries, Inc. 1994 Stock Option Plan (included as an
exhibit to the Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1994 and incorporated herein by reference).
99.3 Synthetic Industries, Inc. 1996 Stock Option Plan (included as an
exhibit to the Registrant's Registration Statement on Form S-1 (333-
09377) as filed on August 1, 1996 and incorporated herein by
reference).
</TABLE>
____________________
*Filed herewith
<PAGE> 1
EXHIBIT 5.1
December 10, 1997
Synthetic Industries, Inc.
309 LaFayette Road
Chickamauga, Georgia 30707
Re: Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel to Synthetic Industries, Inc., a Delaware
corporation (the "COMPANY") in connection with the preparation of a
Registration Statement on Form S-8 (the "REGISTRATION STATEMENT") under the
Securities Act of 1933, as amended (the "ACT"), relating to the issuance and
sale of up to an aggregate of 905,736 shares (the "SHARES") of common stock,
par value $1.00 per share (the "COMMON STOCK"), of the Company that consist of
(i) 125,261 shares of Common Stock which have been reserved for issuance upon
exercise of stock options granted by the Company pursuant to the Synthetic
Industries, Inc. 1994 Stock Option Plan For Non-Employee Directors (the
"DIRECTORS PLAN"), (ii) 491,413 shares of Common Stock which have been reserved
for issuance upon exercise of stock options granted by the Company pursuant to
the Synthetic Industries, Inc. 1994 Stock Option Plan (the "1994 PLAN") and
(iii) 289,062 shares of Common Stock which have been reserved for issuance upon
exercise of stock options granted by the Company pursuant to the Synthetic
Industries, Inc. 1996 Stock Option Plan (the "1996 PLAN").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement, (ii) the Directors Plan, (iii) the 1994 Plan, (iv) the 1996 Plan,
(v) a specimen certificate evidencing the Common Stock, (vi) the Certificate of
Incorporation of the Company, as presently in effect, (vii) the Bylaws of the
Company, as presently in effect, (viii) certain resolutions of the Board of
Directors of the Company relating to, among other things, the Shares and (ix)
such other documents as we have deemed necessary or appropriate as a basis for
the opinions set forth below.
In our examination of the documents referred to above, we have assumed
(i) the legal capacity of all natural persons, (ii) the genuineness of all
signatures, (iii) the authenticity of all documents submitted to us as
originals, (iv) the conformity to originals of all documents submitted
<PAGE> 2
2
to us as certified, conformed or photostatic copies and (v) the authenticity of
the originals of such latter documents. In making our examination of documents
executed or to be executed by parties other than the Company, we have assumed
that such parties have or will have the power, corporate or other, to enter
into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof on such parties. As to any facts material to the opinions expressed
herein which we did not independently establish or verify, we have relied upon
certificates, statements or representations of the Company, public officials
and others. In rendering the opinion set forth below, we have assumed that the
certificates representing the Shares will conform to the specimen thereof
examined by us. We express no opinion herein with respect to the meaning,
interpretation, validity, binding nature or enforceability of the Directors
Plan, the 1994 Plan, the 1996 Plan or any contract, agreement, instrument or
other document entered into pursuant to the Directors Plan, the 1994 Plan or
the 1996 Plan.
Based on and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized for issuance and, when delivered
and paid for in accordance with the terms of the Directors Plan, the 1994 Plan
and the 1996 Plan, as the case may be, and the terms of the respective option
agreements entered into in accordance with the terms of the Directors Plan, the
1994 Plan and the 1996 Plan, as the case may be, as such agreements are
currently in effect, will be validly issued, fully paid and non-assessable.
We express no opinion as to the laws of any jurisdiction other than
the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to the reference to this firm
under Item 5 of the Registration Statement.
Very truly yours,
/s/ King & Spalding
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Synthetic Industries, Inc. on Form S-8 of our report dated November 12, 1996,
appearing in the Annual Report on Form 10-K of Synthetic Industries, Inc. for
the year ended September 30, 1996.
Deloitte & Touche LLP
New York, New York
December 10, 1997
