<PAGE>
As filed with the Securities and Exchange Commission on April 27, 1998
Registration No. 333-________________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
THE BIBB COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 58-2253133
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Galleria Parkway
Suite 1750
Atlanta, Georgia 30339
(Address of principal executive offices) (Zip Code)
--------------------------------
THE BIBB COMPANY NONEMPLOYEE DIRECTOR STOCK PLAN
AND 1997 OMNIBUS STOCK INCENTIVE PLAN
(Full title of the plans)
--------------------------------
Charles R. Tutterow
THE BIBB COMPANY
100 Galleria Parkway, Suite 1750
Atlanta, Georgia 30339
(770) 644-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Lizanne Thomas, Esq.
Jones, Day, Reavis & Pogue
3500 SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
--------------------------------
<PAGE>
Calculation of Registration Fee
================================================================================
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum
securities to be Amount to be offering price aggregate Amount of
registered registered per share offering price(1) registration fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,250,000
$.01 par value, shares N/A $13,203,125 $3,894.92
and Preferred
Share Purchase
Rights(2)
==================================================================================================
</TABLE>
(1) The proposed maximum offering price has been estimated pursuant to Rule
457(h) solely for the purpose of calculating the amount of the registration
fee. It is not known how many shares will be purchased under the Plans or
at what price such shares will be purchased. The estimate of the proposed
maximum aggregate offering price has been calculated based on the offering
of 1,250,000 shares, being the aggregate number of shares of common stock,
par value $.01 per share ("Common Stock"), available for issuance upon
exercise of options to be granted under the Plans, at an exercise price of
$10.5625 per share, which is the average of the reported high and low sales
prices of a share of Common Stock of The Bibb Company on the American Stock
Exchange ("AMEX") on April 23, 1998.
(2) The Preferred Share Purchase Rights, which are attached to the shares of
Common Stock being registered, will be issued for no additional
consideration; no additional registration fee is required.
<PAGE>
EXPLANATORY NOTE
----------------
In accordance with the Note to Part I of Form S-8, the information specified by
Part I has been omitted from this Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by The Bibb Company (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
January 3, 1998;
(2) All other reports filed with the Commission pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since January 3, 1998.
(3) The description of the Common Stock contained in the Company's
Registration Statement on Form 10, as amended, effective on June 2,
1997, and description of Preferred Share Purchase Rights contained in
the Company's Registration Statement on Form 8-A, as amended,
effective on October 15, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby 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 a part
hereof from the date of filing such documents.
Any statement contained in any document incorporated or deemed to be
incorporated by reference into the Prospectus shall be deemed to be modified or
superseded for purposes thereof to the extent that a statement contained therein
or in any other subsequently filed document that is also incorporated or deemed
to be incorporated therein by reference 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 the Prospectus.
Item 4. Description of Securities.
-------------------------
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Inapplicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 ("Section 145") of the Delaware General Corporation Law
(the "DGCL") (a) gives Delaware corporations broad powers to indemnify their
present and former directors and officers and those of affiliated corporations
against expenses incurred in the defense of any lawsuit to which they are made
parties by reason of being or having been such directors or officers, subject to
specified conditions and exclusions, (b) gives a director or officer who
successfully defends an action the right to be so indemnified and (c) authorizes
the corporation to buy directors' and officers' liability insurance. Such
indemnification is not exclusive of any other right to which those indemnified
may be entitled under any by-law, agreement, vote of stockholders or otherwise.
As permitted by the DGCL, the Company's Certificate of Incorporation
provides that directors of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
<PAGE>
violation of law, (iii) under Section 174 of the DGCL, relating to prohibited
dividends or distributions or the repurchase or redemption of stock, or (iv) for
any transaction from which the director derives an improper personal benefit. In
addition, the Company's By-laws provide for indemnification of the Company's
officers, directors, employees and agents to the fullest extent permitted under
the DGCL. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
The Company's Certificate of Incorporation (Article 10) provides that
each person who is or was or has agreed to become a director or officer of the
Company (or was serving or had agreed to serve, at the request of the Board of
Directors or an officer of the Company, as an employee or agent of the Company
or as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other entity, whether for profit or not for
profit, including the heirs, executors, administrators, or estate of such
person), will be indemnified by the Company to the fullest extent permitted by
the DGCL or any other applicable law as currently or hereafter in effect and
will be entitled to advancement of expenses in connection therewith. The right
of indemnification and of advancement of expenses (i) is not exclusive of any
other rights to which any person seeking indemnification or advancement of
expenses may otherwise be entitled, including, without limitation, pursuant to
any contract approved by a majority of the Board of Directors (whether or not
the directors approving such contract are or are to be parties to such contract
or similar contracts), and (ii) is not applicable to matters otherwise within
its scope whether or not such matters arose or arise before or after the
adoption of Article 10. Article 10 also provides that without limiting the
generality or the effect of the foregoing, the Company may adopt By-laws, or
enter into one or more agreements with any person, which provide for
indemnification and/or advancement of expenses greater or different than that
provided in Article 10 or the DGCL. Any amendment or repeal of, or adoption of
any provision inconsistent with Article 10 will not adversely affect any right
or protection existing hereunder, or arising out of facts occurring, prior to
such amendment, repeal, or adoption and no such amendment, repeal, or adoption,
will affect the legality, validity, or enforceability of any contract entered
into or right granted prior to the effective date of such amendment, repeal, or
adoption.
The Company also maintains liability insurance in the aggregate amount
of $10,000,000 for the purpose of covering its future potential liability for
indemnification under Section 145 as discussed above and certain future
potential liability of individual officers or directors incurred in their
capacity as such which is not subject to indemnification.
<PAGE>
Item 7. Exemption from Registration Claimed.
-----------------------------------
Inapplicable.
Item 8. Exhibits.
--------
EXHIBIT NO. DESCRIPTION
- ---------- -----------
4.1 Restated Certificate of Incorporation of the Company
(Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q for the period ended October 4, 1997, File
No. 0-21661)
4.2 Bylaws of the Registrant (Incorporated by reference to the
Company's Registration Statement on Form 10, as amended, File
No. 0-21661)
4.3 Rights Agreement (including a Form of Certificate of
Designation of Series A Junior Participating Preferred Stock as
Exhibit A thereto, a Form of Right Certificate as Exhibit B
thereto and a Summary of Rights to Purchase Preferred Stock as
Exhibit C thereto) (Incorporated by reference to the Company's
Registration Statement on Form 8-A, as amended, dated October
15, 1997, File No. 0-21661)
5 Opinion of Jones, Day, Reavis & Pogue, as to the legality of
the securities being registered*
10.1 Nonemployee Director Stock Plan (Incorporated by reference to
the Company's Annual Report on Form 10-K for the fiscal year
ended January 3, 1998, File No. 0-21661)
10.2 1997 Omnibus Stock Incentive Plan (Incorporated by reference to
the Company's Annual Report on Form 10-K for the fiscal year
ended January 3, 1998, File No. 0-21661)
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP*
24 Power of Attorney (included in signature page)
- ----------------
*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:
<PAGE>
(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 sub-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 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 or 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 (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.
(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.
<PAGE>
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 Atlanta, State of Georgia, on the 27th day of April,
1998.
THE BIBB COMPANY
By: /s/ Michael L. Fulbright
------------------------
Michael L. Fulbright
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Charles R. Tutterow
-----------------------
Charles R. Tutterow
Chief Financial Officer (Principal
Financial Officer and Pricipal Accounting
Officer)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael L. Fulbright and Charles R. Tutterow,
jointly and severally, each in his own capacity, his true and lawful attorneys-
in-fact and agents, each 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 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 or 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 that each of said attorneys-in-fact and agents, 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:
Signature Title Date
--------- ----- ----
/s/ Michael L. Fulbright Chairman, President and Chief April 27, 1998
- ---------------------------- Executive Officer (Principal
Michael L. Fulbright Executive Officer)
/s/ Charles R. Tutterow Chief Financial Officer April 27, 1998
- ---------------------------- (Principal Financial Officer
Charles R. Tutterow and Principal Accounting Officer)
<PAGE>
Signature Title Date
--------- ----- ----
/s/ C. Scott Bartlett, Jr. Director April 27, 1998
- ----------------------------
C. Scott Bartlett, Jr.
/s/ Marvin B. Crow Director April 27, 1998
- ----------------------------
Marvin B. Crow
/s/ Stewart M. Kasen Director April 27, 1998
- ----------------------------
Stewart M. Kasen
/s/ George A. Poole, Jr. Director April 27, 1998
- ----------------------------
George A. Poole, Jr.
/s/ James A. Williams Director April 27, 1998
- ----------------------------
James A. Williams
/s/ Irwin N. Gold Director April 27, 1998
- ----------------------------
Irwin N. Gold
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Page
Number Description Number
- ------- ------------------------------------------------------------ ------
4.1 Restated Certificate of Incorporation of the Company
(Incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the period ended October 4, 1997,
File No. 0-21661)
4.2 Bylaws of the Registrant (Incorporated by reference to the
Company's Registration Statement on Form 10, as amended,
File No. 0-21661)
4.3 Rights Agreement (including a Form of Certificate of
Designation of Series A Junior Participating Preferred Stock
as Exhibit A thereto, a Form of Right Certificate as
Exhibit B thereto and a Summary of Rights to Purchase
Preferred Stock as Exhibit C thereto) (Incorporated by
reference to the Company's Registration Statement on
Form 8-A, as amended, dated October 15, 1997,
File No. 0-21661).
5 Opinion of Jones, Day, Reavis & Pogue as to the legality
of the securities being registered*
10.1 Nonemployee Director Stock Plan (Incorporated by reference
to the Company's Annual Report on Form 10-K for the fiscal
year ended January 3, 1998, File No. 0-21661)
10.2 1997 Omnibus Stock Incentive Plan (Incorporated by
reference to the Company's Annual Report on Form 10-K
for the fiscal year ended January 3, 1998, File No. 0-21661)
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP*
24 Power of Attorney (included in signature page)
- -----------------
* Filed herewith.
<PAGE>
EXHIBIT 5
JONES, DAY, REAVIS & POGUE
3500 SunTrust Plaza
303 Peachtree Street
Atlanta, Georgia 30308
(404) 521-3939
April 27, 1998
The Bibb Company
100 Galleria Parkway
Suite 1750
Atlanta, Georgia 30339
Gentlemen:
We have acted as counsel to The Bibb Company, a Delaware corporation
(the "Company"), in connection with the registration of 1,250,000 shares of
Common Stock, $.01 par value per share, of the Company (the "Shares"), to be
issued by the Company in accordance with The Bibb Company Nonemployee Director
Stock Plan and 1997 Omnibus Stock Incentive Plan (the "Plans") pursuant to a
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement") to which this opinion appears as
Exhibit 5.
We have examined originals or certified or photostatic copies of such
records of the Company, certificates of officers of the Company and public
officials and such other documents as we have deemed relevant or necessary as
the basis of the opinion set forth below in this letter. In such examination,
we have assumed the genuineness of all signatures, the conformity to original
documents submitted as certified or photostatic copies, and the authenticity of
originals of such latter documents. Based on the foregoing, we are of the
following opinion:
The Shares, when issued in the manner contemplated by the Plans, will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
JONES, DAY, REAVIS & POGUE
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
March 9, 1998 included in The Bibb Company's Annual Report on Form 10-K for
the fiscal year ended January 3, 1998.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
April 27, 1998
