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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STAGE II APPAREL CORP.
(Exact name of Registrant as specified in its charter)
New York 13-3016967
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1385 Broadway
New York, New York 10018
(Address of principal executive offices) (Zip Code)
1994 Incentive Stock Option Plan
1998 Incentive Stock Option Plan
1998 Nonqualified Stock Option Plan
1998 Founders Option Plan
1998 Mirror Option Plan
(Full title of the plans)
Richard Siskind
Stage II Apparel Corp.
1385 Broadway -- 24th Floor
New York, New York 10018
(Name and address of agent for service)
(212) 840-0880
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Each Amount Proposed Maximum Proposed Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee(1)
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Common Stock,
$.01 par value 5,200,000 $1.875 $9,750,000 $2,710.50
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(1) Estimated pursuant to Rules 457(h)(1) and 457(c) solely for the purpose
of calculating the amount of the registration fee and based upon the average of
the high and low sales price of the Common Stock on May 18, 1999, as reported by
the American Stock Exchange.
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PROSPECTUS
5,200,000 SHARES
STAGE II APPAREL CORP.
COMMON STOCK
This Prospectus covers 5,200,000 shares of common stock, $.01 per share
("Common Stock"), of Stage II Apparel Corp., a New York corporation (the
"Company"), issuable under five separate stock option plans (the "Plans"). The
titles of the Plans are the (i) 1994 Incentive Stock Option Plan, (ii) 1998
Incentive Stock Option Plan, (iii) 1998 Nonqualified Stock Option Plan, (iv)
1998 Founders' Option Plan and (v) 1998 Mirror Option Plan.
PLAN INFORMATION
Information concerning each Plan is provided in a separate Plan Summary
distributed to participants in that Plan and incorporated by reference herein.
Each Plan Summary includes a description of the covered Plan, its general
purpose, the terms of the options issued under the Plan, tax effects to
participants and certain resale restrictions applicable to shares of Common
Stock acquired by affiliates of the Company upon the exercise of options granted
to them under the Plan.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports and other information with the
Securities and Exchange Commission (the "Commission"). Those reports and other
information may be inspected at the Commission's public reference facilities at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, and
copies of those materials can also be obtained from the Commission's public
reference facility at prescribed rates. The materials are also available for
inspection and copying at the Commission's regional offices located at 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
In addition to the Plan Summaries, certain reports and other documents
filed by the Company with the Commission under the Exchange Act are incorporated
herein by reference. See "Incorporation of Documents by Reference." The Company
will provide, without charge, to any Plan participant, upon written or oral
request, a copy of any or all documents incorporated herein by reference.
Written requests should be directed to Chief Financial Officer, Stage II Apparel
Corp, 1385 Broadway, 24th Floor, New York, NY 10018. Telephone requests may be
directed to (212) 840-0880.
The date of this Prospectus is May 24, 1999.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) Annual Report on Form 10-K (File No. 1-9502) of the Company
for the year ended December 31, 1998.
(b) Quarterly Report on Form 10-Q (File No. 1-9502) of the Company
for the quarter ended March 31, 1999.
(c) Proxy Statement of the Company for its 1999 Annual Meeting of
Shareholders.
(d) All documents filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares offered hereby have
been sold or which deregisters any shares then remaining
unsold. All of these documents will be deemed to be
incorporated herein by reference and to be a part hereof from
their respective filing dates.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to the provisions of Sections 721 through 726 of the
New York Business Corporation Law (the "BCL"), which provides for
indemnification of officers and directors in certain transactions. The Company's
Certificate of Incorporation provides for indemnification of directors and
officers to the full extent permitted by the BCL, provided that no
indemnification may be made to or on behalf of any officer or director if a
judgment or other final adjudication adverse to the officer or director
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained a financial profit or other advantage
to which he was not legally entitled.
The BCL provides that a corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed proceeding (other than a proceeding by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation in a similar position with another entity, against expenses
(including attorneys' fees), judgments, fines and settlements incurred by him in
connection with the proceeding if he acted in good faith and in a manner
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 conduct was unlawful. Indemnification under the
BCL is limited in a proceeding by or in the right of the corporation to expenses
(including attorneys' fees) incurred in connection with the proceeding. In
either case, no indemnification shall be made if the indemnified person has been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation, unless, and to the extent, the court in which the
proceeding was brought, despite the adjudication of liability, determines such
person is entitled to indemnity.
The BCL provides that the indemnity obligations of a corporation shall
only arise if authorized by (i) a
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majority of a quorum of directors who are not a party to the proceeding, (ii)
independent legal counsel to the corporation if a quorum of directors is not
obtainable, (iii) independent legal counsel to the corporation if a quorum of
directors is obtainable and the directors direct counsel to make the
determination or (iv) the shareholders. The board of directors of the
corporation may authorize expenses in connection with a proceeding to be paid in
advance of the final disposition upon receipt of an undertaking by the person on
whose behalf the expenses are to be paid to repay the expenses in the event he
is not entitled to indemnity.
New York corporations also are authorized under the BCL to obtain
insurance to protect officers and directors from certain liabilities, including
liabilities against which the corporation cannot indemnify its directors and
officers. The Company currently does not maintain any directors and officers
liability insurance.
ITEM 7. EXEMPTION FOR REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER: EXHIBIT
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2.1* Amended and Restated Certificate of Incorporation of the
Company
3.2* By-Laws of the Company
4.1* Form of Stock Certificate
5.1 Consent of Stahl & Zelmanovitz (legality and ERISA opinion)
10.1* 1987 Incentive Stock Option Plan
10.2 1998 Incentive Stock Option Plan (incorporated by reference
to Exhibit 10.2 to the Company's Annual Report on Form 10-K
(file No. 1-9502)).
10.3 1998 Nonqualified Stock Option Plan (incorporated by reference
to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q
(File No. 1-9502) for the quarter ended March 31, 1998)
10.4 1998 Mirror Option Plan--B (incorporated by reference to
Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q
(File No. 1-9502) for the quarter ended March 31, 1998)
10.5 License agreement dated March 14, 1996 between Dunlop
Slazenger Corporation and the Company (incorporated by
reference to Exhibit 10.6 to the Company's Annual Report on
Form 10-K (File No. 1-9502) for the year ended December 31,
1995).
10.6 Stock Purchase Agreement dated as of February 26, 1998 among
the Company, Jack Clark, Robert Plotkin, Steven R. Clark and
Richard Siskind (incorporated by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K (File No. 1-9502)
filed on March 2, 1998).
10.7 Management Agreement dated as of February 26, 1998 between the
Company and Richard Siskind (incorporated by reference to
Exhibit 10.2 to the Company's Current Report on Form 8-K (File
No. 1-9502) filed on March 2, 1998).
21.1 Subsidiaries of the Company (incorporated by reference to
Exhibit 21.1 to the Company's Annual Report on Form 10-K (File
No. 1-9502) for the year ended December 31, 1994).
23.1 Consent of Mahoney Cohen & Company, CPA, P.C.
24.1 Power of Attorney of Richard Siskind, Robert Greenberg, Barry
Fertel, Beverly Roseman and Jon Siskind.
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* Incorporated by reference to the corresponding Exhibit filed with the
Company's Registration Statement on Form S-1, as amended (Reg. No.
33-12959).
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ITEM 9. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), 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 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.
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, (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)
that, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement, and (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.
(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.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or Rule 497(h) under the Securities Act shall
be deemed to be part of this registration statement as of the time it
was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
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 section 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.
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The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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 New York, State of New York, on May 21, 1999.
STAGE II APPAREL CORP.
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By: /s/ RICHARD SISKIND By: /s/ LEONARD PLAVIN By: /s/ LEONARD PLAVIN
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Richard Siskind Leonard Plavin Leonard Plavin
Chief Executive Officer Chief Financial Officer Chief Financial Officer
(Chief Accounting Officer)
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed as of the date set forth below by the
following persons in their capacity as directors of the Registrant.
Title Date
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Richard Siskind, Robert Greenberg, Directors
Barry Fertel, Beverly Roseman and
Jon Siskind*
By: /s/ RICHARD SISKIND May 21, 1999
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*Richard Siskind as attorney-in-fact
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STAHL & ZELMANOVITZ EXHIBIT 5.1
430 Park Avenue
New York, NY 10022
May 21, 1999
Stage II Apparel Corp.
1385 Broadway
New York, New York 10018
Re: REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:
We refer to the registration statement (the "Registration Statement")
of Stage II Apparel Corp., a New York corporation (the "Company"), on Form S-8
to be filed with the Securities and Exchange Commission, covering the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of a total of 5,200,000 shares of Common Stock, $.01 par value, of the
Company (the "Shares") issuable from time to time upon the exercise of options
granted to participants ("Participants") in the stock option plans referred to
therein (the "Plans").
We have examined the Registration Statement, the Certificate of
Incorporation, as amended and restated, and Bylaws of the Company, the Plans and
such records, certificates and other documents as we have considered necessary
or appropriate for the purposes of this opinion. Based upon the foregoing, it is
our opinion that:
1. The Company is duly organized, validly existing and in good standing
under the laws of the State of New York.
2. The Shares to be issued to Participants upon the exercise of stock
options granted under the Plans have been duly authorized and, when issued in
accordance with the Plans, will be validly issued, fully paid and nonassessable.
3. The Plans are in compliance with the requirement of the Employee
Retirement Income Security Act of 1974, as amended, to the extent subject
thereto.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STAHL & ZELMANOVITZ
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in the Registration
Statement on Form S-8 and related Prospectus pertaining to various stock option
plans of Stage II Apparel Corp. of our report dated March 12, 1999, relating to
the 1998 and 1997 consolidated financial statements of Stage II Apparel Corp.,
which report appears in the December 31, 1998 Annual Report on Form 10-K of
Stage II Apparel Corp.
MAHONEY COHEN & COMPANY, CPA, P.C.
New York, New York
May 21, 1999
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Richard Siskind and Leonard Plavin, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his name, place and stead in any and all
capacities, to sign the registration statement on Form S-8 of Stage II Apparel
Corp. and any amendments thereto, and to file same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, pursuant to the Securities Act of 1933, as amended, 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
to comply with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue thereof.
Dated: May ___, 1999
/s/ RICHARD SISKIND
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Richard Siskind
/s/ ROBERT GREENBERG
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Robert Greenberg
/s/ BARRY FERTEL
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Barry Fertel
/s/ BEVERLY ROSEMAN
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Beverly Roseman
/s/ JON SISKIND
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Jon Siskind
/s/ LEONARD PLAVIN
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Leonard Plavin
