UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE
SECURITIES
ACT OF 1933
ONE PRICE CLOTHING STORES, INC.
(Exact name of Registrant as specified in
its Charter)
Delaware 57-0779028
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or organization)
Highway 290, Commerce Park
1875 East Main Street
Duncan, South Carolina 29334
(Address of principle executive (Zip Code)
offices)
ONE PRICE CLOTHING STORES, INC. DIRECTOR
STOCK OPTION PLAN
(Full Title of the Plan)
Raymond S. Waters, Secretary
One Price Clothing Stores, Inc.
Highway 290, Commerce Park
1875 East Main Street
Duncan, South Carolina 29334
(Name and address of agent for
service)
(803) 433-8888
(Telephone number, including area code of
agent for service)
copy to:
Jo W. Hackl, Esquire
Wyche, Burgess, Freeman & Parham, P.A.
P O Box 728
Greenville, SC 29602
Calculation of Registration Fee
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate Amount of
to be registered registered price per share offering price registration fee
Common stock 105,000 $ 5.125* $ 538,125* $185.56*
$0.01 par value
per share
</TABLE>
*The average of the high and low prices of
the Registrant's common stock as reported
by NASDAQ on August 9, 1995 ($5.125 per
share) is used for purposes of calculating
the registration fee.
Part I. Information Required in the
Section 10(a) Prospectus
Item 1. Plan Information
Not included in this Registration
Statement but provided or to be
provided to Plan participants
pursuant to Rule 428 (b) (1).
Item 2. Registrant Information and
Employee Plan Annual Information
Not included in this Registration
Statement but provided or to be
provided to Plan participants
pursuant to Rule 428(b).
Part II. Information Required in the
Registration Statement
Item 3. Incorporation of Documents by
Reference
The following documents or
portions thereof are hereby
incorporated by reference:
The Registrant's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1994, filed
pursuant to Section 13(a) of the
Securities Exchange Act of 1934,
as amended, Commission File No. 0-
15385.
All other reports filed by the
Registrant pursuant to Section
13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended,
since the end of the Registrant's
1994 fiscal year.
The description of the
Registrant'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 June 23, 1987, File
No. 0-15385.
All documents subsequently filed
by the Registrant 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 4. Description of Securities
Not applicable.
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 July 15, 1995, attorneys of
Wyche, Burgess, Freeman and Parham
beneficially owned in the
aggregate 34,200 shares (less than
1% of the outstanding shares) of
common stock of the Registrant.
Item 6. Indemnification of Directors and
Officers
Reference is made to Section 145
of the General Corporation Law of
the State of Delaware respecting
indemnification of officers and
directors of Delaware corporations
in connection with legal
proceedings involving any such
persons because of being or having
been an officer or director.
These provisions permit a
corporation under certain
circumstances to indemnify an
individual made a party to a
proceeding because he or she is or
was a director or officer of a
corporation against liability
incurred in the proceeding. In
addition, this section requires
corporations to indemnify
directors or officers against
expenses reasonably and actually
incurred in connection with
certain types of proceedings in
which such director or officer was
successful, on the merits or
otherwise. This section also
permits a corporation to purchase
and maintain insurance on behalf
of a person who is or was an
officer or director of such
corporation.
Reference is further made in
Article VII of the Certificate of
Incorporation of the Registrant.
(See Exhibit 4(a) and 4(a)(1) to
this Registration Statement).
Reference is further made to
Article XII of the Bylaws of the
Registrant. (See Exhibit 4(b) to
this Registration Statement).
Reference is further made to
Section 14 of the One Price
Clothing Stores, Inc. Director
Stock Option Plan. (See Exhibit
99 to this Registration
Statement).
Item 7. Exemption from Registration
Claimed
Not applicable.
Item 8. Exhibits
Exhibit
4(a) Certificate of
Incorporation of the
Registrant, as amended:
Incorporated by reference
to Exhibit 3(a) in the
Registrant's Registration
Statement on Form S-1,
(File No. 33-13321) ("the
Form S-1").
4(a)(1) Certificate of Amendment of
Certificate of
Incorporation of the
Registrant: Incorporated
by reference to exhibit
3(a)(1) in Registrant's
Annual Report on Form 10-K
for the year ended January
1, 1994, (File No. 0-
15385)("the 1993 Form 10-
K").
4(b) Restated By-Laws of the
Registrant, as of July 22,
1992 and amended as of July
20, 1994: Incorporated by
reference to exhibit 3(b)
in Registrant's Annual
Report on Form 10-K for the
year ended December 31,
1994, (File No. 0-15385)
("the 1994 Form 10-K").
4(c) Specimen of Certificate for
the Registrant's common
stock: Incorporated by
reference to Exhibit 1 to
the Registrant's
Registration Statement on
Form 8-A filed with the
Securities and Exchange
Commission on June 23,
1987, (File No. 0-15385).
4(d) One Price Clothing Stores,
Inc. and Wachovia Bank of
North Carolina, N. A. as
Rights Agent Shareholder
Rights Agreement dated
November 3, 1994:
Incorporated by reference
to Exhibit 2 to the
Registrant's Form 8-K filed
November 10, 1994 (File No.
0-15385).
5 Opinion of Wyche, Burgess,
Freeman & Parham, P.A.
regarding certain aspects
of the legality of shares
of common stock of the
Registrant covered by this
Registration Statement.
15 Acknowledgement of Deloitte
& Touche LLP, Independent
Accountants
23(a) Consent of Wyche, Burgess,
Freeman & Parham, P.A. --
contained in Exhibit 5.
23(b) Consent of Deloitte &
Touche LLP, Independent
Accountants to
incorporation by reference
in Registration Statement.
24 Power of Attorney is
contained on the signature
page of this filing.
99 One Price Clothing Stores,
Inc. Director Stock Option
Plan: Incorporated by
reference to Exhibit 10(m)
to the 1994 Form 10-K.
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;
(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;
(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
information required to be
included in a post-effective
amendment by those paragraphs
is contained in periodic
reports filed by the
Registrant pursuant to Section
13 or Section 15(d) of the
Securities Exchange Act of
1934 that are incorporated by
reference 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.
(b) The undersigned Registrant
hereby undertakes that, for
purposes of determining any
liability under the Securities Act
of 1933, each filing of the
Registrant's annual report pursuant
to Section 13(a) or 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.
(c) Insofar as indemnification for
liabilities arising under the
Securities Act of 1933 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 of 1933 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 of 1933 and will be
governed by the final adjudication
of such issue.
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 Duncan, State
of South Carolina, on August 11, 1995.
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ONE PRICE CLOTHING STORES, INC.
By: /s/ Raymond S. Waters
Raymond S. Waters
Secretary
</TABLE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears
below constitutes and appoints Henry D.
Jacobs, Jr. and Raymond S. Waters, each of
them, as true and lawful attorneys-in-fact
and agents, with full power of
substitution and resubstitution, for him
and in his 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,
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
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 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 on the date
indicated:
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Date: August 11, 1995 /s/ Henry D. Jacobs, Jr.
Henry D. Jacobs, Jr.
Chairman of the Board,
Chief Executive Officer and Director
(principal executive officer)
Date: August 11, 1995 /s/ Ethan S. Shapiro
Ethan S. Shapiro
President, Chief Operating Officer
and Director
Date: August 11, 1995 /s/ Raymond S. Waters
Raymond S. Waters
Secretary and Director
Date: August 11, 1995 /s/ Stephen A. Feldman
Stephen A. Feldman
Chief Financial Officer and Treasurer
(principal financial officer)
Date: August 11, 1995 /s/ David F. Bellet
David F. Bellet
Director
Date: August 11, 1995 /s/ Charles D. Moseley, Jr.
Charles D. Moseley, Jr.
Director
Date: August 11, 1995 /s/ Laurie M. Shahon
Laurie M. Shahon
Director
Date: August 11, 1995 /s/ Malcolm L. Sherman
Malcolm L. Sherman
Director
Date: August 11, 1995 /s/ James M. Shoemaker, Jr.
James M. Shoemaker, Jr.
Director
Date: August 11, 1995 /s/ Cynthia C. Turk
Cynthia C. Turk
Director
</TABLE>
ONE PRICE CLOTHING STORES, INC. AND
SUBSIDIARY
EXHIBIT INDEX
4(a) Certificate of
Incorporation of the
Registrant, as amended:
Incorporated by reference
to Exhibit 3(a) in the
Registrant's Registration
Statement on Form S-1,
(File No. 33-13321) (the
"Form S-1").
4(a)(1) Certificate of Amendment of
Certificate of
Incorporation of the
Registrant: Incorporated
by reference to exhibit
3(a)(1) in Registrant's
Annual Report on Form 10-K
for the year ended January
1, 1994, (File No. 0-
15385)("the 1993 Form 10-
K").
4(b) Restated By-Laws of the
Registrant, as of July 22,
1992 and amended as of July
20, 1994: Incorporated by
reference to exhibit 3(b)
in Registrant's Annual
Report on Form 10-K for the
year ended December 31,
1994, (File No. 0-15385)
("the 1994 Form 10-K").
4(c) Specimen of Certificate for
the Registrant's common
stock: Incorporated by
reference to Exhibit 1 to
the Registrant's
Registration Statement on
Form 8-A filed with the
Securities and Exchange
Commission on June 23,
1987, (File No. 0-15385).
4(d) One Price Clothing Stores,
Inc. and Wachovia Bank of
North Carolina, N. A. as
Rights Agent Shareholder
Rights Agreement dated
November 3, 1994:
Incorporated by reference
to Exhibit 2 to the
Registrant's Form 8-K filed
November 10, 1994 (File No.
0-15385).
5 Opinion of Wyche, Burgess,
Freeman & Parham, P.A.
regarding certain aspects
of the legality of shares
of common stock of the
Registrant covered by this
Registration Statement.
15 Acknowledgement of Deloitte
& Touche LLP, Independent
Accountants
23(a) Consent of Wyche, Burgess,
Freeman & Parham, P.A. --
contained in Exhibit 5.
23(b) Consent of Deloitte &
Touche LLP, Independent
Accountants to
incorporation by reference
in Registration Statement.
24 Power of Attorney is
contained on the signature
page of this filing.
99 One Price Clothing Stores,
Inc. Director Stock Option
Plan: Incorporated by
reference to Exhibit 10(m)
to the 1994 Form 10-K,
(File No. 0-15385).
ONE PRICE CLOTHING STORES, INC. AND
SUBSIDIARY
EXHIBIT 5 - OPINION OF WYCHE, BURGESS,
FREEMAN AND PARHAM, P.A. REGARDING ASPECTS
OF THE LEGALITY OF SHARES OF COMMON STOCK
OF THE REGISTRANT COVERED BY THIS
REGISTRATION STATEMENT
August 11, 1995
One Price Clothing Stores, Inc.
Highway 290, Commerce Park
Duncan, South Carolina 29334
Re: Registration Statement on Form S-8
One Price Clothing Stores, Inc.,
Director Stock Option Plan
Ladies and Gentlemen:
The opinion set forth below is
rendered with respect to the 105,000
shares, par value $0.01 per share, of
common stock of One Price Clothing Stores,
Inc., a Delaware corporation (the
"Company"), which 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 Director
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, all as provided by
the Company. We have made such other
investigation of law and fact as we have
deemed necessary in order to enable us to
render this opinion. We have examined and
relied upon a Certificate of Existence
with respect to the Company, furnished by
the Delaware Secretary of State and dated
July 7, 1995, and assumed no change from
the date thereof.
Based on the foregoing and subject to
the comments, limitations and
qualifications set forth below, we are of
the opinion that:
1. The Company is currently existing
as a corporation under the laws of
the State of Delaware.
2. The shares of common stock of the
Company covered by the Plan have
been duly authorized and, upon
satisfaction of any vesting or
other conditions set forth or
referred to in the Plan, including
payment of the applicable exercise
price, the shares of the Company's
common stock covered by the above-
referenced Registration Statement
which are issued after the date
hereof under and in compliance with
the terms of the Plan will be
legally issued, fully paid and non-
assessable.
One Price Clothing Stores, Inc.
August 11, 1995
Page 2
The foregoing opinion is limited to
matters governed by the business
corporations law of the State of Delaware
in force on the date of this letter. We
are not attorneys admitted to the bar of
the State of Delaware, but we have
examined the provisions of the business
corporations law of the State of Delaware
as such is commonly used. We express no
opinion with regard to any matter which
may be (or which purports to be) governed
by the laws of any other state or
jurisdiction. We express no opinion as to
any shares of the Company's common stock
other than original issue shares.
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.
This opinion is rendered solely for
your benefit in connection with the
Registration Statement on Form S-8
respecting shares of the Company's common
stock to be issued under the Plan and may
not be replied upon, quoted or used by any
other person or entity or for any other
purpose without our prior written consent.
We consent to the use of this opinion
as an exhibit to the Registration
Statement on the Form S-8 respecting
shares of the Company's common stock to be
issued under the Plan.
Wyche, Burgess, Freeman & Parham, P.A.
/s/ Jo W. Hackl
By: Jo W. Hackl
ONE PRICE CLOTHING STORES, INC. AND
SUBSIDIARY
EXHIBIT 15 - ACKNOWLEDGEMENT OF DELOITTE &
TOUCHE LLP, INDEPENDENT ACCOUNTANTS
August 11, 1995
One Price Clothing Stores, Inc.
P O Box 2487
Spartanburg, SC 29304
We have made a review, in accordance with
standards established by the American
Institute of Certified Public Accountants,
of the unaudited interim financial
information of One Price Clothing Stores,
Inc. for the periods ended April 1, 1995
and April 2, 1994 and July 1, 1995 and
July 2, 1994, as indicated in our reports
dated April 14, 1995 and July 20, 1995,
respectively; because we did not perform
an audit, we expressed no opinion on that
information.
We are aware that our reports referred to
above, which were included in your
Quarterly Reports on Form 10-Q for the
quarters ended April 1, 1995 and July 1,
1995, are being used in this Registration
Statement.
We also are aware that the aforementioned
reports, pursuant to Rule 436(c) under the
Securities Act of 1933, are not considered
a part of the Registration Statement
prepared or certified by an accountant or
a report prepared or certified by an
accountant within the meaning of Sections
7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Greenville, South Carolina
ONE PRICE CLOTHING STORES, INC. AND
SUBSIDIARY
EXHIBIT 23(b) - CONSENT OF DELOITTE &
TOUCHE LLP, INDEPENDENT ACCOUNTANTS
We consent to the incorporation by
reference in the Registration Statement
(Form S-8) pertaining to the One Price
Clothing Stores, Inc. Director Stock
Option Plan of our report dated February
10, 1995 (February 28, 1995 as to Note B)
with respect to the consolidated financial
statements and schedules of One Price
Clothing Stores, Inc. and subsidiary in
Form 10-K for the year ended December 31,
1994.
DELOITTE & TOUCHE LLP
Greenville, South Carolina
August 11, 1995
