UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
Brazos Sportswear, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
106233109
(CUSIP Number)
F. Clayton Chambers
3860 Virginia Avenue
Cincinnati, Ohio 45227
(513) 272-3600
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 14, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 106233109 PAGE 2 OF 5 PAGES
- - ------------------------- ---------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
F. Clayton Chambers
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 250,759
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
250,759
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,759
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON *
IN
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Page 3 of 5
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement is filed with respect to shares of common stock, par value
$.001 per share (the "Common Stock"), of Brazos Sportswear, Inc. (the "Issuer").
The address of the Issuer's principal executive offices is 3860 Virginia Avenue,
Cincinnati, Ohio 45227.
ITEM 2. IDENTITY AND BACKGROUND.
F. Clayton Chambers is an individual whose business address is 3860
Virginia Avenue, Cincinnati, Ohio 45227. Mr. Chambers is vice president, chief
financial officer, treasurer and secretary of the Issuer and is a United States
citizen. He has not, during the past five years, been convicted in a criminal
proceeding or been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation which respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 14, 1997, Sun Sportswear, Inc. ("Sun") (now known as Brazos
Sportswear, Inc.) and BSI Holdings, Inc. ("BSI") consummated a merger ("Merger")
pursuant to which, among other things, (i) BSI was merged with and into Sun,
with Sun as the surviving corporation (ii) the former holders of BSI capital
stock became holders of Sun capital stock, and (iii) BSI directors and officers
became the directors and officers of Sun, the surviving corporation. In
addition, as contemplated under the Merger, Sun thereafter on the same day,
reincorporated in Delaware pursuant to a merger transaction with its then
wholly-owned subsidiary Brazos Sportswear, Inc. (the " Reincorporation")
pursuant to which, among other things, (i) the holders of Sun capital stock
(after giving effect to the above Merger) became holders of Brazos Sportswear,
Inc. capital stock and (ii) the directors and officers of Sun immediately
preceding the Reincorporation (i.e., the former BSI directors and officers)
became the directors and officers of Brazos Sportswear, Inc., the surviving
corporation and Issuer referred to in this Schedule 13D. As a result of the
Merger and Reincorporation, (i) Mr. Chambers, together with two trust for the
benefit of Mr. Chamber's children and for which he serves as Trustee, assumed
their present positions with the Issuer, (ii) their previous equity ownership in
BSI was converted into 201,396 shares of Common Stock, 108,057 shares of Series
B-1 Preferred Stock, 77,369 shares of Series B-2 Preferred Stock and 50,000
shares of Series B-3 Preferred Stock (collectively the "Preferred Stock"), which
Preferred Stock is convertible into Common Stock at any time by the holder at a
conversion ratio of approximately .0909 per share, subject to certain
adjustments and (iii) his BSI options and warrants were converted into options
and warrants to purchase 24,931 shares (21,139 shares of which are exercisable
within sixty days of the date of this Schedule) and 6,824 shares of Issuer
Common Stock, respectively.
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Page 4 of 5
ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Chambers acquired the Shares with a view to holding a substantial
ownership interest in the Issuer. Although Mr. Chambers does not have any
specific plans or proposals regarding the Issuer in his capacity as a
shareholder, he will continue to evaluate all alternatives with respect to the
Shares.
Except as stated above, Mr. Chambers does not have any plans or proposals
of the type referred to in clause (a) through (j) of Item 4 of Schedule 13D,
although he reserves the right to do so in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. Chambers is the beneficial owner of 250,759 shares of the Common Stock
(the "Shares") which represent 5.7% of the Issuer's Common Stock. The Shares
include (i) 196,355 shares of Common Stock directly held and 5,041 shares held
by the Trusts, (ii) 21,400 shares of Common Stock issuable upon conversion of
the Preferred Stock at a current conversion ratio of approximately .0909 per
share, of which 2,343 shares are represented by Preferred Stock held by the
Trusts, (iii) 27,963 shares of Common Stock issuable upon exercise of options
and warrants at exercise prices ranging from $1.98 to $6.59 and which expire at
various dates in 2006 through 2007. Mr. Chambers retains sole voting and
dispositive power with respect to all the Shares.
On or about March 13, 1997, Mr. Chambers and the Trusts exchanged 77,369
shares of Series A Preferred Stock of Brazos, Inc. for the same number of shares
of Series B-2 Preferred Stock of BSI pursuant to the terms of a Stock Exchange
Agreement among BSI and the holders of the Series A Preferred Stock of Brazos,
Inc. In addition, in accordance with the terms of a Preferred Stock and Warrant
Purchase Agreement, immediately preceding the closing of the Merger, Mr.
Chambers acquired 50,000 shares of Series B-3 Preferred Stock of BSI, together
with warrants to purchase an additional 900 shares of BSI Common Stock at $50
per share, for an aggregate purchase price of $50,000. Pursuant to the terms of
the Merger and Reincorporation described in Item 3 above, such shares of BSI
Series B-2 and B-3 Preferred Stock and the BSI warrant were converted into
shares of the Issuer's Preferred Stock of a comparable series and a warrant to
purchase the Issuer's Common Stock, with such adjustments necessary to give
effect to the relevant conversion ratios set forth in those transactions. For
information concerning the Merger and Reincorporation, see Item 3 above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Each of Mr. Chambers and the Trusts entered into a Lock-Up Agreement dated
March 14, 1997, with the Issuer, pursuant to which, among other things, Mr.
Chambers and the Trusts have agreed not to sell or otherwise dispose of their
Shares for a period of 180 days, which restriction expires on or about September
10, 1997. A copy of the agreements have been filed as exhibits pursuant to Item
7 below.
<PAGE>
Page 5 of 5
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A- Lock-Up Agreement dated March 14, 1997, between F. Clayton Chambers and
the Issuer.
B- Lock-Up Agreement dated March 14, 1997, between David Mitchell Chambers
1996 Trust and the Issuer.
C- Lock-Up Agreement dated March 14, 1997, between Andrew Whitman Chambers
1996 Trust and the Issuer.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 21, 1997
/s/ F. CLAYTON CHAMBERS
F. Clayton Chambers
<PAGE>
EXHIBIT A
LOCK-UP AGREEMENT
This LOCK-UP AGREEMENT (this "AGREEMENT") is made and entered into
by and between the undersigned and Brazos Sportswear, Inc., a Delaware
corporation ("BRAZOS").
WHEREAS, the undersigned is the record and beneficial owner of
shares of the issued and outstanding common stock and/or preferred stock of
Brazos or has the right to receive shares of such stock upon exercise of
outstanding warrants or options;
WHEREAS, Sun Sportswear, Inc. ("SUN") and BSI Holdings, Inc., a
Delaware corporation ("BSI"), have consummated that certain Plan and Agreement
of Merger, dated as of November 13, 1996, as amended by the First Amendment to
Plan and Agreement of Merger, dated as of December 13, 1996, which provided for
the merger of BSI with and into Sun; and
WHEREAS, as of the date hereof, Sun has merged with and into Brazos.
NOW, THEREFORE, in consideration of the matters set forth in the
foregoing recitals and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and for the purposes stated in
this Agreement, the undersigned hereby agrees as follows:
1. The undersigned will not, at any time during the 180-day period
commencing immediately after the date hereof, offer, sell, contract to sell,
grant an option to purchase or otherwise dispose of any shares of Brazos common
stock, $.001 par value, or Brazos preferred stock, $.001 par value, held by the
undersigned on the date hereof or which the undersigned may acquire on the date
hereof upon conversion of any securities or upon exercise of any warrants or
options (collectively, the "BRAZOS STOCK"); PROVIDED, HOWEVER, that the
foregoing restriction shall not apply to any disposition effected:
(a) by operation of law; PROVIDED, HOWEVER, that the transferee
agrees to be bound by the provisions of this Agreement;
(b) pursuant to a tender offer or exchange offer made by, or any
other transaction resulting in more than 50% of the capital stock of
Brazos being owned by, any person or entity or any group (as defined in
Section 13 of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder);
(c) by virtue of any statutory merger or consolidation in which
Brazos is a constituent corporation, or pursuant to an exercise of
dissenters' rights applicable to any statutory merger or consolidation in
which Brazos is a constituent corporation; or
(d) after Brazos (i) voluntarily commences any proceeding or files
any petition under any bankruptcy, insolvency or similar law seeking
dissolution or reorganization or the appointment of a receiver, trustee,
custodian or liquidator for it or a substantial portion of its
1
<PAGE>
property, assets or business or to effect a plan or other arrangement with
its creditors, (ii) fails to have an involuntary petition filed against it
in any bankruptcy, insolvency or similar proceeding dismissed within 45
days of such filing or if Brazos admits the material allegations thereof
within such period, or (iii) is adjudicated bankrupt or makes a general
assignment for the benefit of its creditors or consents to, or acquiesces
in the appointment of, a receiver, trustee, custodian or liquidator for a
substantial portion of its property, assets or business.
2. This Agreement is being entered into by the undersigned for the
sole and exclusive benefit of Brazos and none of the provisions of this
Agreement shall be for the benefit of, or confer any rights or remedies upon,
any other person or entity.
3. This Agreement shall extend to, and be binding upon, each party's
respective successors and assigns.
4. No provision of this Agreement shall be interpreted or construed
against the undersigned or Brazos solely because the undersigned, Brazos, or
their respective counsel drafted such provision.
5. Anything herein to the contrary notwithstanding, no officer,
director, partner, shareholder or employee of the undersigned shall have any
personal liability (whether at law or in equity) for any breach of the
Agreement, it being specifically understood and agreed that recourse for any
breach of this Agreement shall be limited solely to the assets of the
undersigned.
6. This Agreement may not be revoked, rescinded, terminated or
amended in any respect without the prior written consent of Brazos and the
undersigned.
7. The undersigned hereby represents and warrants to Brazos that it
has full power and authority to execute and deliver this Agreement and that,
upon the request of Brazos, the undersigned will execute and deliver to Brazos
any additional documents which such requesting party reasonably deems necessary
or desirable in connection with the enforcement hereof.
IN WITNESS WHEREOF, the undersigned and Brazos have each executed
this Agreement as of the date set forth below.
Dated: March 14, 1997
/s/ F. CLAYTON CHAMBERS
F. Clayton Chambers
2
<PAGE>
AGREED AND ACCEPTED:
Brazos Sportswear, Inc.,
a Delaware corporation
By: /s/ F. CLAYTON CHAMBERS
Name: F. Clayton Chambers
Title: Chief Financial Officer
3
<PAGE>
EXHIBIT B
LOCK-UP AGREEMENT
This LOCK-UP AGREEMENT (this "AGREEMENT") is made and entered into
by and between the undersigned and Brazos Sportswear, Inc., a Delaware
corporation ("BRAZOS").
WHEREAS, the undersigned is the record and beneficial owner of
shares of the issued and outstanding common stock and/or preferred stock of
Brazos or has the right to receive shares of such stock upon exercise of
outstanding warrants or options;
WHEREAS, Sun Sportswear, Inc. ("SUN") and BSI Holdings, Inc., a
Delaware corporation ("BSI"), have consummated that certain Plan and Agreement
of Merger, dated as of November 13, 1996, as amended by the First Amendment to
Plan and Agreement of Merger, dated as of December 13, 1996, which provided for
the merger of BSI with and into Sun; and
WHEREAS, as of the date hereof, Sun has merged with and into Brazos.
NOW, THEREFORE, in consideration of the matters set forth in the
foregoing recitals and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and for the purposes stated in
this Agreement, the undersigned hereby agrees as follows:
1. The undersigned will not, at any time during the 180-day period
commencing immediately after the date hereof, offer, sell, contract to sell,
grant an option to purchase or otherwise dispose of any shares of Brazos common
stock, $.001 par value, or Brazos preferred stock, $.001 par value, held by the
undersigned on the date hereof or which the undersigned may acquire on the date
hereof upon conversion of any securities or upon exercise of any warrants or
options (collectively, the "BRAZOS STOCK"); PROVIDED, HOWEVER, that the
foregoing restriction shall not apply to any disposition effected:
(a) by operation of law; PROVIDED, HOWEVER, that the transferee
agrees to be bound by the provisions of this Agreement;
(b) pursuant to a tender offer or exchange offer made by, or any
other transaction resulting in more than 50% of the capital stock of
Brazos being owned by, any person or entity or any group (as defined in
Section 13 of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder);
(c) by virtue of any statutory merger or consolidation in which
Brazos is a constituent corporation, or pursuant to an exercise of
dissenters' rights applicable to any statutory merger or consolidation in
which Brazos is a constituent corporation; or
(d) after Brazos (i) voluntarily commences any proceeding or files
any petition under any bankruptcy, insolvency or similar law seeking
dissolution or reorganization or the appointment of a receiver, trustee,
custodian or liquidator for it or a substantial portion of its
1
<PAGE>
property, assets or business or to effect a plan or other arrangement with
its creditors, (ii) fails to have an involuntary petition filed against it
in any bankruptcy, insolvency or similar proceeding dismissed within 45
days of such filing or if Brazos admits the material allegations thereof
within such period, or (iii) is adjudicated bankrupt or makes a general
assignment for the benefit of its creditors or consents to, or acquiesces
in the appointment of, a receiver, trustee, custodian or liquidator for a
substantial portion of its property, assets or business.
2. This Agreement is being entered into by the undersigned for the
sole and exclusive benefit of Brazos and none of the provisions of this
Agreement shall be for the benefit of, or confer any rights or remedies upon,
any other person or entity.
3. This Agreement shall extend to, and be binding upon, each party's
respective successors and assigns.
4. No provision of this Agreement shall be interpreted or construed
against the undersigned or Brazos solely because the undersigned, Brazos, or
their respective counsel drafted such provision.
5. Anything herein to the contrary notwithstanding, no officer,
director, partner, shareholder or employee of the undersigned shall have any
personal liability (whether at law or in equity) for any breach of the
Agreement, it being specifically understood and agreed that recourse for any
breach of this Agreement shall be limited solely to the assets of the
undersigned.
6. This Agreement may not be revoked, rescinded, terminated or
amended in any respect without the prior written consent of Brazos and the
undersigned.
7. The undersigned hereby represents and warrants to Brazos that it
has full power and authority to execute and deliver this Agreement and that,
upon the request of Brazos, the undersigned will execute and deliver to Brazos
any additional documents which such requesting party reasonably deems necessary
or desirable in connection with the enforcement hereof.
IN WITNESS WHEREOF, the undersigned and Brazos have each executed
this Agreement as of the date set forth below.
Dated: March 14, 1997
David Mitchell Chambers 1996 Trust
By: /s/ F. CLAYTON CHAMBERS
F. CLAYTON CHAMBERS, Trustee
2
<PAGE>
AGREED AND ACCEPTED:
Brazos Sportswear, Inc.,
a Delaware corporation
By: /s/ F. CLAYTON CHAMBERS
Name: F. Clayton Chambers
Title: Chief Financial Officer
3
<PAGE>
EXHIBIT C
LOCK-UP AGREEMENT
This LOCK-UP AGREEMENT (this "AGREEMENT") is made and entered into
by and between the undersigned and Brazos Sportswear, Inc., a Delaware
corporation ("BRAZOS").
WHEREAS, the undersigned is the record and beneficial owner of
shares of the issued and outstanding common stock and/or preferred stock of
Brazos or has the right to receive shares of such stock upon exercise of
outstanding warrants or options;
WHEREAS, Sun Sportswear, Inc. ("SUN") and BSI Holdings, Inc., a
Delaware corporation ("BSI"), have consummated that certain Plan and Agreement
of Merger, dated as of November 13, 1996, as amended by the First Amendment to
Plan and Agreement of Merger, dated as of December 13, 1996, which provided for
the merger of BSI with and into Sun; and
WHEREAS, as of the date hereof, Sun has merged with and into Brazos.
NOW, THEREFORE, in consideration of the matters set forth in the
foregoing recitals and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and for the purposes stated in
this Agreement, the undersigned hereby agrees as follows:
1. The undersigned will not, at any time during the 180-day period
commencing immediately after the date hereof, offer, sell, contract to sell,
grant an option to purchase or otherwise dispose of any shares of Brazos common
stock, $.001 par value, or Brazos preferred stock, $.001 par value, held by the
undersigned on the date hereof or which the undersigned may acquire on the date
hereof upon conversion of any securities or upon exercise of any warrants or
options (collectively, the "BRAZOS STOCK"); PROVIDED, HOWEVER, that the
foregoing restriction shall not apply to any disposition effected:
(a) by operation of law; PROVIDED, HOWEVER, that the transferee
agrees to be bound by the provisions of this Agreement;
(b) pursuant to a tender offer or exchange offer made by, or any
other transaction resulting in more than 50% of the capital stock of
Brazos being owned by, any person or entity or any group (as defined in
Section 13 of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder);
(c) by virtue of any statutory merger or consolidation in which
Brazos is a constituent corporation, or pursuant to an exercise of
dissenters' rights applicable to any statutory merger or consolidation in
which Brazos is a constituent corporation; or
(d) after Brazos (i) voluntarily commences any proceeding or files
any petition under any bankruptcy, insolvency or similar law seeking
dissolution or reorganization or the appointment of a receiver, trustee,
custodian or liquidator for it or a substantial portion of its
1
<PAGE>
property, assets or business or to effect a plan or other arrangement with
its creditors, (ii) fails to have an involuntary petition filed against it
in any bankruptcy, insolvency or similar proceeding dismissed within 45
days of such filing or if Brazos admits the material allegations thereof
within such period, or (iii) is adjudicated bankrupt or makes a general
assignment for the benefit of its creditors or consents to, or acquiesces
in the appointment of, a receiver, trustee, custodian or liquidator for a
substantial portion of its property, assets or business.
2. This Agreement is being entered into by the undersigned for the
sole and exclusive benefit of Brazos and none of the provisions of this
Agreement shall be for the benefit of, or confer any rights or remedies upon,
any other person or entity.
3. This Agreement shall extend to, and be binding upon, each party's
respective successors and assigns.
4. No provision of this Agreement shall be interpreted or construed
against the undersigned or Brazos solely because the undersigned, Brazos, or
their respective counsel drafted such provision.
5. Anything herein to the contrary notwithstanding, no officer,
director, partner, shareholder or employee of the undersigned shall have any
personal liability (whether at law or in equity) for any breach of the
Agreement, it being specifically understood and agreed that recourse for any
breach of this Agreement shall be limited solely to the assets of the
undersigned.
6. This Agreement may not be revoked, rescinded, terminated or
amended in any respect without the prior written consent of Brazos and the
undersigned.
7. The undersigned hereby represents and warrants to Brazos that it
has full power and authority to execute and deliver this Agreement and that,
upon the request of Brazos, the undersigned will execute and deliver to Brazos
any additional documents which such requesting party reasonably deems necessary
or desirable in connection with the enforcement hereof.
IN WITNESS WHEREOF, the undersigned and Brazos have each executed
this Agreement as of the date set forth below.
Dated: March 14, 1997
Andrew Whitman Chambers 1996 Trust
By: /s/ F. CLAYTON CHAMBERS
F. CLAYTON CHAMBERS, Trustee
2
<PAGE>
AGREED AND ACCEPTED:
Brazos Sportswear, Inc.,
a Delaware corporation
By: /s/ F. CLAYTON CHAMBERS
Name: F. Clayton Chambers
Title: Chief Financial Officer
3
