FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WestPoint Stevens Inc.
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(Exact name of registrant as specified in its Charter)
Delaware 36-3498354
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
507 West Tenth Street, West Point, Georgia 31833
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
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Common Stock $.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
hmn$01.
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Item 1. Description of Registrant's Securities to be Registered
Common Stock $.01 Par Value
The capital stock of WestPoint Stevens Inc. (the "Company"
or "Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange"), is the Registrant's Common Stock with a par value of $.01 per
share. Holders of Common Stock are entitled to one vote per share at all
meetings of stockholders. Dividends that may be declared on the Common Stock
will be paid in an equal amount to the holder of each share. No pre-emptive
rights are conferred upon the holders of such stock and there are no liquidation
or conversion rights. Nor are there any redemption or sinking fund provisions
and there is no liability to further calls or to assessments by the Registrant.
The Company's Certificate of Incorporation: (1) provides
for a classified Board; (2) provides that directors may be removed for cause by
the affirmative vote of a majority of the outstanding shares entitled to vote
and without cause by the affirmative vote of 75% or more of the outstanding
shares entitled to vote; (3) provides that at least 75% of the shares entitled
to vote must approve certain amendments to the Certificate of Incorporation; and
(4) provides that stockholder actions may only be taken at a meeting of
stockholders and not by written consent. While the foregoing provisions will not
necessarily prevent take-over attempts, they should discourage an attempt to
obtain control of the Company in a transaction not approved by the Company's
Board of Directors by making it more difficult for a third party to obtain
control in a short time and impose its will on the remaining shareholders of the
Company.
The Amended and Restated By-Laws of the Company (the
"By-Laws") contain provisions relating to, among other things, (a) meetings of
stockholders, (b) election and removal of directors, (c) the establishment of
committees of the Board of Directors, (d) meetings of the Board of Directors and
committees of the Board of Directors, (e) appointment and removal of officers,
(f) duties of officers and (g) indemnification of officers and directors. The
By-Laws may be amended or repealed or new by-laws may be adopted by the
stockholders of the Company or by the affirmative vote of a majority of the
entire Board of Directors.
The foregoing description of Common Stock and certain
provisions of the Certificate of Incorporation and By-Laws does not purport to
be complete and is qualified in its entirety by reference to the Restated
Certificate of Incorporation of the Company and the amended and Restated By-Laws
of the Company, each as currently in effect, copies of which are incorporated by
reference to Exhibit 3(b) to the Registration Statement on Form S-4 (Commission
File No. 333-59817) filed by the Company with the Securities and Exchange
Commission (the "Commission") on August 4, 1998 and to the Post-Effective
Amendment No. 1 to Registration Statement on Form S-1 (Commission File No.
33-77726) filed by the Company with the Commission on May 19, 1994,
respectively.
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SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
(Registrant)
By: /s/ Christopher N. Zodrow
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Christopher N. Zodrow
Vice President and Secretary
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