As filed with the Securities and Exchange Commission on September 14, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTPOINT STEVENS INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3498354
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
507 West Tenth Street
West Point, Georgia 31833
(706) 645-4000
(Address and telephone number of
Registrant's principal executive offices)
WESTPOINT STEVENS INC.
1995 KEY EMPLOYEE STOCK BONUS PLAN
(Full title of the plan)
M. Clayton Humphries, Jr.
General Counsel
WestPoint Stevens Inc.
507 West Tenth Street
West Point, Georgia 31833
(706) 645-4000
(Name, address and telephone number of agent for service)
Copy of communications to:
Howard Chatzinoff, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered(1) Share(2) Price(2) Fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock,
par value $.01 per share 1,000,000 $27.125 $27,125,000 $8,002
====================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of Common Stock of the Registrant as may be issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) Computed solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, based upon a good
faith estimate of the aggregate number of shares of Common Stock of the
Registrant to be purchased pursuant to the Plan at the average of the high and
low prices of the Common Stock as reported by the NASDAQ National Market System,
the automated quotation system of the National Association of Securities
Dealers, Inc., on September 10, 1998.
NYFS08...:\65\80765\0004\1324\REG8278P.170
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register an
additional 1,000,000 shares of the Registrant's common stock, par value $.01 per
share, for issuance pursuant to the Registrant's 1995 Key Employee Stock Bonus
Plan. The contents of an earlier Registration Statement on Form S-8 in respect
of the Registrant's 1995 Key Employee Stock Bonus Plan, as filed with the
Securities Exchange Commission on August 11, 1995 (Registration No. 33-95550),
are hereby incorporated by reference.
I-1
<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 WestPoint, State of Georgia, on this 14th day of
September, 1998.
WestPoint Stevens Inc.
(REGISTRANT)
By: /s/ Holcombe T. Green, Jr.
-------------------------------------------------
Holcombe T. Green, Jr.
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Morgan M. Schuessler and Christopher N.
Zodrow and each of them, his/her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him/her and in his/her name,
place and stead, in any and all capacities, to sign this Registration Statement
and any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-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/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his/her
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.
By /s/ Holcombe T. Green, Jr. By /s/ Morgan M. Schuessler
----------------------------------------- --------------------------------
Holcombe T. Green, Jr. Morgan M. Schuessler
Chairman of the Board and Chief Executive Executive Vice President/Finance
Officer (principal executive officer) and Chief Financial Officer
(principal financial officer)
September 14, 1998 September 14, 1998
By /s/ Joseph L. Jennings, Jr. By /s/ J. Nelson Griffith
----------------------------------------- --------------------------------
Joseph L. Jennings, Jr. J. Nelson Griffith
Vice Chairman of the Board Controller (principal accounting
officer)
September 14, 1998 September 14, 1998
<PAGE>
By /s/ Hugh M. Chapman By /s/ M. Katherine Dwyer
----------------------------------------- --------------------------------
Hugh M. Chapman M. Katherine Dwyer
Director Director
September 14, 1998 September 14, 1998
By /s/ John G. Hudson By /s/ Charles W. McCall
----------------------------------------- --------------------------------
John G. Hudson Charles W. McCall
Director Director
September 14, 1998 September 14, 1998
By /s/ Gerald B. Mitchell By /s/ Phillip Siegel
----------------------------------------- --------------------------------
Gerald B. Mitchell Phillip Siegel
Director Director
September 14, 1998 September 14, 1998
By /s/ John F. Sorte
-----------------------------------------
John F. Sorte
Director
September 14, 1998
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4(a) - Restated Articles of Incorporation of the Company, filed as Exhibit
3(a) to the Company's Registration Statement on Form S-4 (Commission
File No. 333-59817) filed on July 24, 1998 (incorporated by
reference).
4(b) - Amended and Restated By-Laws of the Company, filed as Exhibit 3.4 to
the Company's Post-Effective Amendment No. 1 to the Registration
Statement on Form S-1 (Commission File No. 33-77726) filed on May
19, 1994 (incorporated by reference).
5 - Opinion and Consent of Counsel of WestPoint Stevens Inc.
10 - WestPoint Stevens Inc. 1995 Key Employee Stock Bonus Plan, filed as
Annex B to the Company's Proxy Statement (Commission File No.
0-21496) filed on April 3, 1996 (incorporated by reference).
23(a) - Consent of Ernst & Young LLP.
23(b) - Consent of Counsel of WestPoint Stevens Inc. (included in Exhibit
5).
24 - Power of Attorney (included as part of this Registration Statement).
Exhibit 5
WESTPOINT STEVENS
September 10, 1998
Christopher N. Zodrow
Vice President and Secretary
WestPoint Stevens Inc.
507 West Tenth Street
West Point, Georgia 31833
Gentlemen:
I have acted as counsel to WestPoint Stevens Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, with respect to the issuance of up to 1 million shares of the
Company's common stock, par value $0.01 per share ("Common Stock"), pursuant to
the WestPoint Stevens Inc. 1995 Key Employee Stock Bonus Plan (such plan
referred to as the "Plan").
In so acting, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of the Registration Statement and such
corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Company as I have deemed relevant and necessary as a
basis for the opinion hereinafter set forth. I have also made such inquiries of
such officers and representatives as I have deemed relevant and necessary as a
basis for the opinion hereinafter set forth.
In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the
conformity to original documents of documents submitted to me as certified or
photostatic copies and the authenticity of the originals of such latter
documents.
Based on the foregoing, and subject to the qualifications stated
herein, I am of the opinion that the shares of Common Stock when issued and
delivered in accordance with the Plan will be validly issued, fully paid and
nonassessable.
The opinion herein is limited to the corporate laws of the State of
Delaware and I express no opinion as to the effect on the matters covered by
this opinion of the laws of any other jurisdiction.
I consent to the use of this opinion as an exhibit to the
Registration Statement.
This opinion is rendered solely for your benefit in connection with
the transactions described above. This opinion may not be used or relied upon by
any other person
NYFS08...:\65\80765\0004\1324\REG8278P.170
<PAGE>
WestPoint Stevens Inc.
Page 2
September 10, 1998
and may not be disclosed, quoted, filed with a governmental agency or otherwise
referred to without any prior written consent except as noted above.
Very truly yours,
/s/ Christopher N. Zodrow
Christopher N. Zodrow
/psb
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of WestPoint Stevens Inc. pertaining to the WestPoint Stevens Inc. 1995 Key
Employee Stock Bonus Plan of our report dated February 5, 1998, with respect to
the consolidated financial statements and schedule of WestPoint Stevens Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1997,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Columbus, Ga.
September 8, 1998
NYFS08...:\65\80765\0004\1324\REG8278P.170
