<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 18, 1997
FILE NO. 333 - ____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________________
MOHAWK INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-1604305
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
POST OFFICE BOX 12069, 160 SOUTH INDUSTRIAL BLVD., CALHOUN, GEORGIA 30703
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE
OFFICES)
1997 NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN
1997 LONG-TERM INCENTIVE PLAN
(FULL TITLES OF THE PLANS)
DAVID L. KOLB
POST OFFICE BOX 12069
160 SOUTH INDUSTRIAL BLVD.
CALHOUN, GEORGIA 30703
(706) 629-7721
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED (1) OFFERING PRICE AGGREGATE REGISTRATION FEE
PER SHARE (2) OFFERING PRICE (2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE (3) 1,725,000 $25.6875 $44,310,937.50 $13,428.00
- ------------------------------------------------------------------------------------------------------------
============================================================================================================
</TABLE>
(1) THE REGISTRATION STATEMENT COVERS 25,000 SHARES ISSUABLE UNDER THE 1997
NON-EMPLOYEE STOCK COMPENSATION PLAN AND 1,700,000 SHARES ISSUABLE UNDER
THE 1997 LONG-TERM INCENTIVE PLAN. THE REGISTRATION STATEMENT ALSO COVERS
ANY ADDITIONAL SHARES THAT MAY HEREAFTER BECOME ISSUABLE AS A RESULT OF THE
ADJUSTMENT AND ANTI-DILUTION PROVISIONS OF THE 1997 NON-EMPLOYEE DIRECTOR
STOCK COMPENSATION PLAN OR THE 1997 LONG-TERM INCENTIVE PLAN.
(2) DETERMINED IN ACCORDANCE WITH RULE 457(H), THE REGISTRATION FEE CALCULATION
AS BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES OF THE REGISTRANT'S
COMMON STOCK REPORTED ON THE NASDAQ NATIONAL MARKET SYSTEM ON MARCH 14,
1997.
<PAGE>
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
- --------------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(2) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1996.
(3) The description of Common Stock contained in the Registrant's
Registration Statements filed under Section 12 of the Exchange Act, including
all amendments or reports filed for the purpose of updating such description.
(4) All other documents subsequently filed by the Registrant and the Plan
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or that deregisters all
securities that remain unsold.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein 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 this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock registered hereby has been passed upon for
the Company by Alston & Bird, Atlanta, Georgia.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 12 of the Restated Certificate of Incorporation of the Registrant
requires the Registrant to indemnify any person who is or was a director or
officer of the Registrant, or any other person who is serving or did serve at
the request of the Registrant in any such capacity with another corporation,
partnership, joint venture, trust or other enterprise to the fullest extent
permitted by the laws of the State of Delaware as now in effect or as may
hereafter be amended. Article XII of the Registrant's Amended and Restated
Bylaws sets forth certain procedural rights to indemnification and advancement
of expenses within the above directive of the Restated Certificate of
Incorporation. Such Bylaw provision also permits the Registrant, to the extent
authorized from time to time by the Board of Directors, to grant rights to
indemnification, and to the advancement of expenses, to any other employee or
agent of the Registrant (or any person serving at the Registrant's request as a
trustee, employee or agent of another enterprise) to the fullest extent of the
provisions of such Article XII in case of the indemnification and advancement of
expenses of directors and officers of the Registrant, or to any lesser extent
(or greater extent, if permitted by law) determined by the Board of Directors.
The Restated Certificate of Incorporation contains a provision which
limits, to the fullest extent permitted by law, director liability for monetary
damages for breaches of fiduciary duty as a director.
The Registrant maintains an insurance policy insuring the Registrant and
directors and officers of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
<PAGE>
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
4.1 Restated Certificate of Incorporation of the Registrant.
(Incorporated herein by reference to Exhibit 3.1 in the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.)
4.2 Amended and Restated By-Laws of the Registrant.(Incorporated
herein by reference to Exhibit 3.2 in the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.)
5 Opinion of Alston & Bird.
23.1 Consent of Alston & Bird (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 1997 Non-Employee Director Stock Compensation Plan.
(Incorporated herein by reference to Exhibit 10.79 in the
Registrant's Annual Report on Form 10-K for fiscal year
ended December 31, 1996.)
99.2 1997 Long-Term Incentive Plan. (Incorporated herein by
reference to Exhibit 10.80 in the Registrant's Annual Report
on Form 10-K for fiscal year ended December 31, 1996.)
<PAGE>
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 this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 this 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 being 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
Company'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 this
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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other that the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 March 14, 1997.
MOHAWK INDUSTRIES, INC.
(Registrant)
By: /s/ David L. Kolb
------------------------------------
David L. Kolb
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David L. Kolb as his true and lawful attorney-in-
fact and agent, 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 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 attorney- in-fact and agent, full power and authority to do and perform
each and every act and thing required 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 said attorney-in-fact and
agent, or his substitute, 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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ David L. Kolb Chairman and Chief Executive Officer March 14, 1997
- -----------------------------
David L. Kolb (Principal Executive Officer) and Director
/s/ John D. Swift Chief Financial Officer March 14, 1997
- -----------------------------
John D. Swift (Principal Accounting Officer)
/s/ Leo Benatar Director March 14, 1997
- -----------------------------
Leo Benatar
/s/ Bruce C. Bruckmann Director March 14, 1997
- -----------------------------
Bruce C. Bruckmann
/s/ Alan S. Lorberbaum Director March 14, 1997
- -----------------------------
Alan S. Lorberbaum
/s/ Jeffrey S. Lorberbaum Director March 14, 1997
- -----------------------------
Jeffrey S. Lorberbaum
/s/ Larry W. McCurdy Director March 14, 1997
- -----------------------------
Larry W. McCurdy
/s/ Robert N. Pokelwaldt Director March 14, 1997
- -----------------------------
Robert N. Pokelwaldt
</TABLE>
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
4.1 Restated Certificate of Incorporation of the Registrant.
(Incorporated herein by reference to Exhibit 3.1 in the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.)
4.2 Amended and Restated By-Laws of the Registrant.(Incorporated
herein by reference to Exhibit 3.2 in the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.)
5 Opinion of Alston & Bird.
23.1 Consent of Alston & Bird (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 1997 Non-Employee Director Stock Compensation Plan.
(Incorporated herein by reference to Exhibit 10.79 in the
Registrant's Annual Report on Form 10-K for fiscal year
ended December 31, 1996.)
99.2 1997 Long-Term Incentive Plan. (Incorporated herein by
reference to Exhibit 10.80 in the Registrant's Annual Report
on Form 10-K for fiscal year ended December 31, 1996.)
<PAGE>
EXHIBIT 5
OPINION OF ALSTON & BIRD
March 11,1997
Mohawk Industries, Inc.
160 South Industrial Blvd.
Calhoun, GA 30703
Re: Form S-8 Registration Statement of Mohawk Industries, Inc. --
1997 Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Mohawk Industries, Inc., a Delaware corporation
(the "Company"), in the connection with the referenced Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission (the "the Commission") under the Securities
Act of 1933, as amended, and covering 1,700,000 shares of the Company's common
stock, $.01 par value ("Common Stock") that may be offered and sold pursuant to
the Mohawk Industries, Inc. 1997 Long-Term Incentive Plan (the "Plan"). This
Opinion Letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
Regulation S-K.
This Opinion Letter is limited by, and is in accordance with, the January
1, 1992 edition of the Interpretive Standards Applicable to Legal Opinions to
Third Parties in Corporate Transactions adopted by the Legal Opinion Committee
of the Corporate and Banking Law Section of the State Bar of Georgia (the
"Interpretive Standards"), which Interpretive Standards are incorporated in this
Opinion Letter by this reference. Capitalized terms used in this Opinion Letter
and not otherwise defined herein shall have the meanings assigned to such terms
in the Interpretive Standards and in the Registration Statement.
In the capacity described above, we have considered such matters of law and
of fact, including the examination of originals and copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Company, certificates of public officials and such other documents as we have
deemed appropriate as a basis for the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that the 1,700,000 shares
of Common Stock issuable under the Plan and covered by the Registration
Statement, when delivered to Plan participants in accordance with the terms and
conditions of the Plan, will be legally and validly issued, fully paid and
nonassessable.
The Opinion expressed herein is limited to the laws of the State of
Delaware as codified in the General Corporation Law of the State of Delaware.
This Opinion Letter is provided to you for your benefit and for the benefit of
the Commission, in each case, solely with regard to the Registration Statement,
may be relied upon by you and the Commission only in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD
By: /s/ Laura G. Thatcher
-------------------------
Laura G. Thatcher
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors:
Mohawk Industries, Inc.
We consent to the use of our reports incorporated herein by reference in the
Form S-8.
KPMG PEAT MARWICK LLP
Atlanta, Georgia
March 14, 1997
