<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 1999.
REGISTRATION FILE NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RSI HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
North Carolina 56-1200363
- ------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
28 EAST COURT STREET
P.O. BOX 6847
GREENVILLE, SC 29606
(864) 271-7171
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(Address, Including Zip Code, of Principal Executive Offices)
RSI HOLDINGS, INC. STOCK OPTION PLAN
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(Full Title of the Plan)
BUCK A. MICKEL, PRESIDENT AND CHIEF EXECUTIVE OFFICER
RSI HOLDINGS, INC.
28 EAST COURT STREET
P.O. BOX 6847
GREENVILLE, SOUTH CAROLINA 29606
(864) 271-7171
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(Name, address, and telephone number, including area code, of agent for service)
Copies to:
ERIC K. GRABEN, ESQ.
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
POST OFFICE BOX 728
GREENVILLE, SOUTH CAROLINA 29602-0728
(864) 242-8200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share(1) Offering Price (1) Registration Fee(1)
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<S> <C> <C> <C> <C>
Common Stock 500,000 shares $0.10 $50,000.00 $13.90
=============================================================================================================================
</TABLE>
(1) Pursuant to Rules 457(c) and (h), the average of the bid and asked
prices reported on the Nasdaq OTC Bulletin Board on February 9, 1999,
is used for purposes of calculating the registration fee.
THE EXHIBIT INDEX APPEARS ON PAGE 5 HEREOF.
<PAGE> 2
PART I: INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to General Instruction G, information updating the Section
10(a) Prospectus for the RSI Holdings, Inc. Stock Option Plan is or will be
provided to participants as specified in Rule 428(b)(1) and is not included in
this Registration Statement.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The information contained in RSI Holdings, Inc.'s ("RSIH") registration
statement on Form S-8, Registration File No. 33-45021, filed with the Securities
and Exchange Commission (the "Commission") on January 14, 1992, and the
information contained in RSIH's registration statement on Form S-8, Commission
File No. 333-63109, filed with the Commission on September 9, 1998, is
incorporated herein by reference. Effective January 21, 1999, the RSIH Stock
Option Plan was amended to increase the aggregate number of shares issuable
thereunder from 750,000 to 1,250,000.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents or portions thereof are hereby incorporated by
reference:
RSIH's Annual Report on Form 10-KSB for the fiscal year ended August
31, 1998 (Commission File No. 0-18091).
All other reports filed by RSIH pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, since the end of
RSIH's 1998 fiscal year.
The description of RSIH's common stock contained in or incorporated
into the registrant's registration statement on Form 8-A filed with the
Securities and Exchange Commission on November 3, 1989 (Commission File
No. 0-18091).
All documents subsequently filed by RSIH pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered 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 part thereof from the date of filing of such documents. Any
statement contained herein, or in a previously-filed document incorporated
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein, or in
any other previously-filed document which also is incorporated by reference
herein, is modified or superseded by a statement in a subsequently-filed
document. 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The law firm of Parker, Poe, Adams & Bernstein located in Charlotte,
North Carolina, is special counsel to the Registrant in connection with this
Registration Statement and has passed on certain aspects of the legality of the
common stock covered hereby. As of January 28, 1999, attorneys of Parker, Poe,
Adams & Bernstein beneficially owned in the aggregate 220 of the outstanding
shares of common stock of the registrant (less than 1%).
<PAGE> 3
ITEM 8. EXHIBITS
The information in Item 8 "Exhibits" in the Form S-8 is supplemented as follows:
Exhibit
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5.1 Opinion of Parker, Poe, Adams & Bernstein regarding certain aspects of
the legality of shares of RSIH.
23.1 Consent of Parker, Poe, Adams & Bernstein: contained in Exhibit 5.1.
23.2 Consent of Ernst & Young LLP to incorporation by reference in
registration statement.
24.1 Power of Attorney: contained on the signature page of this filing.
99.1 Amendment No. 4 to Stock Option Plan effective as of January 21, 1999.
<PAGE> 4
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 Greenville, State of South Carolina, as of February
9, 1999.
RSI HOLDINGS, INC.
By: /s/ Buck A. Mickel
-----------------------
Buck A. Mickel
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Buck A. Mickel and Joe F. Ogburn, and
each of them, as true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
pre-effective and 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 and the Nasdaq National
Market System, 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 and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all which said attorneys-in-fact and agents or any of them, or
their or his or 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 as of the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Buck A. Mickel President, Chief Executive Officer, February 9, 1999
- ------------------------- and Director ----------------
Buck A. Mickel
/s/ C.C. Guy Director February 9, 1999
- ------------------------- ----------------
C. C. Guy
/s/ Charles M. Bolt Director February 9, 1999
- ------------------------- ----------------
Charles M. Bolt
/s/ Joe F. Ogburn Vice President and Treasurer February 9, 1999
- ------------------------- (Principal Financial and Accounting Officer) ----------------
Joe F. Ogburn
</TABLE>
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
- ------- ------------
NUMBERED PAGE
-------------
<S> <C>
5.1 -- Opinion of Parker, Poe, Adams & Bernstein regarding certain aspects of 6
the legality of shares of RSI Holdings, Inc.
23.1 -- Consent of Parker, Poe, Adams & Bernstein: contained in Exhibit 5.1. 7
23.2 -- Consent of Ernst & Young LLP to incorporation by reference in registration 8
statement.
24.1 -- Power of Attorney 4
99.1 -- Amendment No. 4 to Stock Option Plan effective as of January 21, 1999. 9
</TABLE>
5
<PAGE> 1
EXHIBIT 5.1
OPINION OF COUNSEL
[Parker, Poe, Adams & Bernstein letterhead]
February 9, 1999
Board of Directors
RSI Holdings, Inc.
28 East Court Street
Post Office Box 6847
Greenville, South Carolina
Re: Registration Statement on Form S-8
Stock Option Plan
Ladies and Gentlemen:
We have been engaged as special North Carolina counsel by RSI Holdings,
Inc., a North Carolina corporation (the "Company"), for the limited purpose of
advising the Company with respect to the 500,000 shares of common stock of the
Company, par value $0.01 per share (the "Common Stock"), that will be registered
under the Securities Act of 1933, as amended (the "Act"), by a registration
statement on Form S-8 (the "Registration Statement") and issued pursuant to a
certain Stock Option Plan of the Company effective as of July 1, 1990, as
amended (the "Plan").
We have reviewed such documents and considered such matters of law and
fact as we, in our professional judgment, have deemed appropriate to render the
opinions contained herein. We have also examined and relied (without independent
investigation or inquiry) upon copies of the Plan, the Company's articles of
incorporation and bylaws, each as amended to date, consents and resolutions of
the board of directors of the Company and minutes of the annual meeting of the
shareholders of the Company which relate to the Plan, the Common Stock to be
issued thereunder, the Registration Statement and other corporate records, all
as provided by the Company or its appropriate representatives. With respect to
all examined documents, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
authentic originals of all documents submitted to us as copies and the accuracy
and completeness of the information contained therein.
The opinions expressed herein are qualified as set forth below:
A. We express no opinion as to any shares of capital stock of the
Company other than the 500,000 shares of the Company's Common Stock referenced
above.
6
<PAGE> 2
B. The opinions set forth herein are limited to matters governed by the
laws of the State of North Carolina, and no opinion is expressed herein as to
the laws of any other jurisdiction. We express no opinion concerning any matter
respecting or affected by any laws other than laws that are now in effect and
that, in the exercise of reasonable professional judgment, are normally
considered in relation to the subject matter of the opinion expressed herein.
Without limiting the generality of the foregoing, we express no opinion herein
concerning the Act.
Based upon and subject to the foregoing and the further limitations and
qualifications hereinafter expressed, it is our opinion that the 500,000 shares
of Common Stock covered by the Registration Statement have been duly authorized
and, upon satisfaction of any vesting and other conditions set forth or referred
to in the Plan and so long as consideration paid for such shares is at lease one
cent per share, such shares that are issued after the date hereof under and in
compliance with the terms of the Plan, will be legally and validly issued, and
fully paid and non-assessable,
This opinion letter is delivered solely for your benefit in connection
with the above-referenced Registration Statement on Form S-8 respecting shares
of the Company's Common Stock to be issued under the Plan and may not be relied
upon by any other person or for any other purpose without our written consent.
Our opinions expressed herein are as of the date hereof, and we undertake no
obligation to advise you of any changes in applicable law or any other matters
that may come to our attention after the date hereof that may affect our
opinions expressed herein.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference in the Prospectus contained therein
to our opinion. In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/ Parker, Poe, Adams & Bernstein L.L.P.
7
<PAGE> 1
EXHIBIT 23.2
Consent of Ernst & Young LLP, Independent Auditors
The Board of Directors
RSI Holdings, Inc.
We consent to the incorporation by reference in the Registration Statement (Form
S-8) and the related Prospectus pertaining to the RSI Holdings, Inc. Stock
Option Plan (Amendment No. 4) of our report dated October 13, 1998, with respect
to the consolidated financial statements of RSI Holdings, Inc. included in its
Annual Report (Form 10-KSB) for the year ended August 31, 1998, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
February 9, 1999
8
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EXHIBIT 99.1
AMENDMENT NO. 4 TO RSI HOLDINGS, INC.
STOCK OPTION PLAN
This Amendment to the RSI Holdings, Inc. Stock Option Plan, as amended
to date (the "Plan"), is made as of the 20th day of November, 1998, to become
effective upon receipt of the approval of the shareholders of RSI Holdings,
Inc.:
1. The second sentence of Section 4 entitled "Stock Subject to
Plan" shall be deleted and replaced with the following:
An aggregate of 1,250,000 shares are reserved for the grant
under this Plan of Options, any or all of which, at the
Board's (or Committee's, as applicable) discretion, may be
intended to qualify as incentive stock options under Section
422 of the Code.
In all other respects the Plan shall remain unchanged.
9
