<PAGE>
As Filed with the Securities and Exchange Commission
on June 19, 1998
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)
ALADDIN RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
DAVID L. KOLB
POST OFFICE BOX 12069
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 UNIT (2) OFFERING PRICE (2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $.01 par value (3) 1,000,000 $32.00 $32,000,000 $9,440
============================================================================================================
</TABLE>
(1) 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 employee benefit plan described herein.
(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 New York Stock Exchange Composite Tape on June
11, 1998.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
<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, 1997 (the "1997 Annual Report").
(2) The information required by Form 11-K for the Aladdin Retirement
Savings Plan (the "Plan") filed as a Form 10-K/A (Amendment No. 1) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1997.
(3) All other reports filed by the Registrant of the Plan pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Registrant's 1997 Annual Report, including the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 28, 1998 and the
Registrant's Current Report on Form 8-K, dated February 5, 1998.
(4) 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.
(5) 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
2
<PAGE>
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.
3
<PAGE>
ITEM 8. EXHIBITS
The Company will submit or has submitted the Plan and an Amendment thereto
to the Internal Revenue Service (IRS) in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plan
under Section 401 of the Internal Revenue Code. 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 Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant, effective June 3, 1998.
4.3 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 LLP.
23.1 Consent of Alston & Bird LLP (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).
4
<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 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 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 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 Act and will be governed by the final adjudication of
such issue.
5
<PAGE>
SIGNATURES
The Registrant. 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 June 19, 1998.
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 June 19, 1998
- -----------------------------
David L. Kolb (Principal Executive Officer) and Director
/s/ John D. Swift Chief Financial Officer June 19, 1998
- -----------------------------
John D. Swift (Principal Accounting Officer)
/s/ Leo Benatar Director June 19, 1998
- -----------------------------
Leo Benatar
/s/ Bruce C. Bruckmann Director June 19, 1998
- -----------------------------
Bruce C. Bruckmann
/s/ Alan S. Lorberbaum Director June 19, 1998
- -----------------------------
Alan S. Lorberbaum
/s/ Jeffrey S. Lorberbaum Director June 19, 1998
- -----------------------------
Jeffrey S. Lorberbaum
/s/ Larry W. McCurdy Director June 19, 1998
- -----------------------------
Larry W. McCurdy
/s/ Robert N. Pokelwaldt Director June 19, 1998
- -----------------------------
Robert N. Pokelwaldt
</TABLE>
6
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 June 19, 1998.
Aladdin Retirement Savings Plan
By: SunTrust Bank, Inc., Trustee
By: /s/ Christopher C. Ely
-----------------------------------
Christopher C. Ely,
Trust Officer
7
<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 Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant, effective June 3, 1998.
4.3 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 LLP.
23.1 Consent of Alston & Bird LLP (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).
8
<PAGE>
EXHIBIT 4.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
MOHAWK INDUSTRIES, INC.
MOHAWK INDUSTRIES, INC., a corporation organized and existing under and by
virtue of the Delaware General Corporation Law (the "Corporation"), DOES HEREBY
CERTIFY:
FIRST: That on February 27, 1998 the Board of Directors of the
Corporation adopted resolutions setting forth a proposed amendment of the
Restated Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and submitting the proposed amendment to the
stockholders of the Corporation for their consideration and approval. The
proposed amendment is as follows:
NOW, THEREFORE, BE IT HEREBY RESOLVED, that the Board of Directors deems it
advisable that the following amendment (the "Amendment") to the Corporation's
Restated Certificate of Incorporation be adopted:
"RESOLVED, that the Restated Certificate of Incorporation of the
Corporation, as in force and effect on the date hereof, be and
hereby is, amended by deleting the introductory paragraph of
Article 4 in its entirety and by substituting in lieu thereof the
following:
4. Authorized Capital. The aggregate number of
shares of stock which the Corporation shall have authority
to issue is 150,060,000 shares, divided into two (2) classes
consisting of 150,000,000 shares of common stock, par value
$.01 per share ("Common Stock"), and 60,000 shares of
preferred stock, par value $.01 per share ("Preferred
Stock")."
SECOND: That thereafter of May 21, 1998, the stockholders of the
Corporation approved the proposed amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, Mohawk Industries, Inc. has caused this certificate to
be signed by a duly authorized officer this 2/nd/ day of June, 1998.
MOHAWK INDUSTRIES, INC.
By: /s/ Barbara B. Lance
------------------------
Barbara B. Lance
Secretary
9
<PAGE>
EXHIBIT 5
OPINION OF ALSTON & BIRD LLP
June 18, 1998
Mohawk Industries, Inc.
160 South Industrial Blvd.
Calhoun, Georgia 30701
Re: Aladdin Retirement Savings Plan - Form S-8 Registration Statement
Gentlemen:
We have acted as counsel to Mohawk Industries, Inc., a Delaware corporation
(the "Company"), in the preparation of the referenced Form S-8 Registration
Statement relating to the Aladdin Retirement Savings Plan (the "Plan") and the
proposed offer of up to 1,000,000 shares of the Company's common stock, $.01 par
value per share (hereinafter referred to as "Common Stock"). In connection with
the preparation of said Registration Statement, we have examined originals or
copies of corporate records, certificates of public officials and of officers of
the Company and other instruments relating to the authorization and issuance of
such shares of Common Stock as we have deemed relevant and necessary for the
opinion hereinafter expressed.
On the basis of the foregoing, it is our opinion that the Plan and the
proposed offer thereunder of up to 1,000,000 shares of Common Stock have been
duly authorized by the Board of Directors of the Company, and the shares, when
issued in accordance with the terms and conditions of the Plan, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement on Form S-8.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Laura G. Thatcher
------------------------------
Laura G. Thatcher, Partner
10
<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.
KPMG Peat Marwick LLP
Atlanta, Georgia
June 19, 1998
11
