As filed with the Securities and Exchange Commission on August 5, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOODY'S FAMILY CLOTHING, INC.
(Exact name of issuer as specified in its charter)
Tennessee 62-0793974
(State or other jurisdiction of (I.R.S. Employer
Identification
incorporation or organization) Number)
400 Goody's Lane
Knoxville, Tennessee 37922
(Address of principal executive offices) (Zip Code)
GOODY'S FAMILY CLOTHING INC.
DISCOUNTED STOCK OPTION PLAN FOR DIRECTORS, AS AMENDED
(Full title of the Plan)
Regis Hebbeler, Esq. (General Counsel)
Goody's Family Clothing, Inc.
400 Goody's Lane
Knoxville, Tennessee 37922
(423) 966-2000
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be Registered to be Price Per Offering Registration
Registered(1) Share(2) Price(2) Fee(3)
===============================================================================
Common Stock, 3,475 shares $4.82 $16,749.50 $5.78
no par value
per share 96,525 shares $8.8125 $850,626.56 $293.32
------- ----------- -------
100,000 shares $867,376.06 $299.10
======= =========== =======
===============================================================================
(1) Pursuant to Rule 416, this Registration Statement also covers such
additional securities as may become issuable to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, with options for 3,475 shares having been granted at an
exercise price of $4.82 per share and options for the remaining 96,525 shares
on the basis of the average of the high and low sale prices of the
Registrant's Common Stock as quoted on The Nasdaq National Market on July 31,
1996.
(3) The Registration Fee has been calculated pursuant to Rule 457 as follows:
3,475 multiplied by one twenty-ninth of one percent of $4.82 (the exercise
price of such options) and 96,525 multiplied by one twenty-ninth of one
percent of $8.8125, the average of the high and low sale prices of the
Registrant's Common Stock as quoted on The Nasdaq National Market on July 31,
1996.
<PAGE>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Explanatory Note
This Registration Statement on Form S-8, filed in connection with the
issuance of additional shares of Common Stock of Goody's Family Clothing,
Inc., a Tennessee corporation (the "Registrant"), under the Goody's Family
Clothing, Inc. Discounted Stock Option Plan for Directors, as amended,
constitutes a new registration statement. The contents of the Registration
Statement on Form S-8, File No. 33-68520 (filed on September 8, 1993) are
incorporated herein by reference.
Item 8. Exhibits
The following exhibits are filed as part of this registration statement:
4.1 Goody's Family Clothing, Inc. Discounted Stock Option Plan for
Directors, as amended.
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
15 Accountants' Awareness Letter.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in
Exhibit 5.1).
24 Power of Attorney (included in signature page to this
registration statement).
<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 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 Knoxville, State of Tennessee, on
this 2nd day of August, 1996.
GOODY'S FAMILY CLOTHING, INC.
By: /s/ Harry M. Call
Harry M. Call
President and Chief Operating
Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Harry M. Call and Edward R.
Carlin, and each of them (with full power of each of them to act alone), his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him and on his behalf, and in his name, place and
stead, in any all capacities to execute and sign any and all amendments or
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
attorneys-in-fact and agents (with full power of each of them to act alone)
full power and authority to do and perform each and every act and thing
requisite 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 attorneys-in-fact and agents or any of them or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof and the Registrant hereby confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Robert M. Goodfriend Chairman of the Board and August 2, 1996
Robert M. Goodfriend Chief Executive Officer
(Principal Executive Officer)
/s/ Harry M. Call President and Chief August 2, 1996
Harry M. Call Operating Officer
/s/ Edward R. Carlin Executive Vice President August 2, 1996
Edward R. Carlin and Chief Financial Officer
(Chief Financial and
Accounting Officer)
/s/ Robert F. Koppel Director August 2, 1996
Robert F. Koppel
/s/ Samuel J. Furrow Director August 2, 1996
Samuel J. Furrow
/s/ Irwin L. Lowenstein Director August 2, 1996
Irwin L. Lowenstein
/s/ Cheryl L. Turnbull Director August 2, 1996
Cheryl L. Turnbull
<PAGE>
- ------------------------------------------------------------------------------
GOODY'S FAMILY CLOTHING, INC.
------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
Exhibit
4.1 Goody's Family Clothing, Inc. Discounted Stock Option Plan
for Directors, as amended.
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
15 Accountants' Awareness Letter.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in
Exhibit 5.1).
24 Power of Attorney (included in signature page to this registration
statement).
<PAGE>
EXHIBIT 4.1
GOODY'S FAMILY CLOTHING, INC.
DISCOUNTED STOCK OPTION PLAN FOR DIRECTORS
(as amended on June 19, 1996)
1. Purpose. The purpose of this Discounted Stock Option Plan for
Directors ("Plan") of Goody's Family Clothing, Inc. (the "Company"), a
Tennessee corporation, is to permit the granting of stock options to
Directors of the Company who are not employees of the Company ("Directors" or
a "Director") at an exercise price less than market value at the date of
grant as an alternative to the payment of Directors' fees in cash, thereby
advancing the interests of the Company by encouraging and enabling the
acquisition of its common stock by Directors whose judgment and ability are
relied upon by the Company for the attainment of its long-term growth and
development. Accordingly, the Plan is intended to promote a close identity
of interests among the Company, the Directors, and its shareholders, as well
as to provide a means to attract and retain well-qualified Directors.
2. Effective Date and Term of Plan. The Plan shall become effective
upon such date as it may be approved by the shareholders of the Company and
shall remain in effect until July 7, 2003 or until termination by the Board
of Directors of the Company (the "Board"), whichever occurs first.
3. Stock Subject to the Plan. There are authorized for issuance or
delivery upon the exercise of options to be granted from time to time under
the Plan an aggregate of 150,000 shares of the Company's common stock, no par
value ("Common Stock"), subject to adjustment as provided hereinafter in
Section 6. Such shares may be, as a whole or in part, authorized but
unissued shares, whether now or hereafter authorized, or issued shares which
have been reacquired by the Company. If any option issued under this Plan
shall expire, terminate or be canceled for any reason without having been
exercised in full, the shares of common Stock which have not been purchased
thereunder shall again become available for the purposes of this Plan.
4. Plan Administration:
(a) The Plan shall be administered by the Compensation Committee
(the "Committee"), which shall consist of not less than two Directors
appointed by the Board.
(b) The Committee shall have full and final authority to
interpret the Plan, adopt, amend and rescind rules and regulations relating
to the Plan, and make all other determinations and take all other actions
necessary and advisable for the administration of the Plan.
(c) Decisions and determinations of the Committee on all matters
relating to the Plan shall be in its sole discretion and shall be
conclusive. No member of the Committee shall be liable for any action taken
or decision made in good faith relating to this Plan or any grant hereunder.
<PAGE>
(d) An Administrator of the plan may from time to time be
appointed by the Committee. If appointed, such Administrator shall be
responsible for the general administration of the Plan under the policy
guidance of the Committee. The Administrator shall be in the employ of the
Company, and shall be compensated for services and expenses by the Company
according to its normal employment policies without special or additional
compensation, other than reimbursement of expenses, if any, for his or her
services as the Administrator.
5. Terms and Conditions: Stock Option Awards. Each option granted
under the Plan shall be evidenced by a written award document in such form,
not inconsistent with this Plan, as the Committee shall approve from time to
time, which document shall comply with and be subject to the following terms
and conditions:
(a) Option Grant Dates. Options shall be granted as of the date
of the annual organizational meeting of the Board which is held following the
Company's annual meeting of shareholders, to any Director who, no later than
the date of such annual organizational meeting of the Board (and subject to
such other rules as the Committee may adopt from time to time), has filed
with the Company an irrevocable election to receive a stock option in lieu of
all or a specified portion (expressed in terms of a percentage of Annual
Director Compensation) of the Annual Director Compensation (as defined in
Subsection 5 (b)) expected to be earned by such Director for a twelve-month
period beginning on the first day of the third fiscal quarter of the Company
and ending on the last day of the second fiscal quarter of the Company ("Plan
Year"). A separate election must be made for each Plan Year, although a
Director may specify that a particular election shall apply to future Plan
Years unless amended or revoked; provided, however, that no amendment or
revocation may be made during a Plan Year with respect to such Plan Year.
The Director shall not be entitled to receive in cash any portion of the
Annual Director Compensation for which an election has been made to receive
an option.
(b) Option Formula. The number of shares of Common Stock subject
to each option granted to any Director for a Plan Year shall be equal to the
nearest number of whole shares of Common Stock with cash payment for
fractional shares, determined in accordance with the following formula.
Annual Director Compensation (Divided by)
Fair Market Value minus Option Exercise Price = Number of
Shares
"Option Exercise Price" and "Fair Market Value" shall be defined
as set forth in Subsection 5(c). "Annual Director Compensation" shall mean
the amount of fees which the Director will be entitled to receive during a
Plan Year for serving as a Director or as a member of any committee of the
Board pursuant to the policy in effect for each Plan Year, including
retainers paid periodically and fees paid for attendance at or participation
in meetings of the Board or any committee thereof; provided, however, that if
a Director elects to receive a stock option in lieu of only a portion of the
Annual Director Compensation, the Annual Director Compensation for purposes
of the foregoing formula shall equal the portion of the Annual Director
Compensation so elected. To the extent that a portion of Annual Director
<PAGE>
Compensation includes fees for attending or participating in meetings of the
Board or any committee thereof, for purposes of the election to be made
pursuant to Subsection 5(b), the Committee shall advise each Director, in
advance of the next Plan Year, of the number of such meetings anticipated to
be held during such Plan Year and the election may take the fees related
thereto into account. To the extent fewer or greater such meetings are
actually held during the Plan Year, an appropriate adjustment shall be made
in the number of shares of Common Stock subject to any option awarded. For
Purposes of this Plan, "Annual Director Compensation" shall not include
expenses reimbursed by the Company for attendance at or participation in
meetings of the Board or any committee of the Board or fees for any other
services to be provided to the Company.
(c) Option Exercise Price. The "Option Exercise Price" refers to
the per share purchase price for common Stock subject to each option granted
under the Plan and that per share purchase price shall be fifty percent (50%)
of the Fair Market Value of the Common Stock on the date the option is
granted. "Fair Market Value" with regard to a date means the closing price
at which a share of Common Stock shall have been sold on the last trading
date prior to that date as reported by the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") (or, if applicable, as reported
by a national securities exchange selected by the Committee on which the
shares of Common Stock are then actively traded) and published in The Wall
Street Journal.
(d) Term and Exercise of Option. Options may be exercised only
by written notice to the Company. Payment for all shares of Common Stock
purchased pursuant to exercise of an option shall be made (a) in cash; (b) by
delivery to the Company of a number of shares of Common Stock which have been
beneficially owned by the Director for at least six (6) months prior to the
date of exercise having an aggregate Fair Market Value of not less than the
product of the exercise price multiplied by the number of shares the
participant intends to purchase upon exercise of the option on the date of
delivery; or (c) in a cashless exercise through a broker. Payment shall be
made at the time that the option or any part thereof is exercised, and no
shares shall be issued or delivered upon exercise of an option until full
payment has been made by the participant. No option granted under the Plan
may be exercised before the twelve-month anniversary of the date upon which
it was granted; provided, however, that any option granted under the Plan
shall become immediately exercisable upon the retirement of the Director
because of age, death or disability. No option granted under the Plan shall
be exercisable after expiration of twenty years from the date upon which it
is granted. Each option shall be subject to termination before its date of
expiration as hereinafter provided in Subsections 5(e) and 5(f).
(e) Termination of Directorship. Except as herein provided, the
rights of a Director in an option granted under the Plan shall not terminate
upon such Director's termination as a Director for any reason (including
retirement because of age, death or disability). That portion of an option
granted under the Plan which is attributable to any portion of the Annual
Director Compensation which is not earned due to termination as a Director or
as a member of a committee of the Board (for any reason) or because of lack
of attendance or participation in any meeting of the Board or any committee
thereof shall automatically abate and be canceled.
<PAGE>
(f) Death of Director. Any option granted to a Director and
outstanding on the date of his or her death may be exercised by the
administrator of such Director's estate, the executor under his or her will,
or the person or persons to whom the option shall have been validly
transferred by such executor or administrator pursuant to the will or laws of
intestate succession, but not beyond the first to occur of (i) the first
anniversary of the Director's death, or (ii) the specified expiration date of
the option; provided, however, that an option that is not exercised prior to
the first anniversary of the Director's death shall be deemed exercised on
the first anniversary of the date of death to the extent the then aggregate
Fair Market Value of the shares subject to the option exceeds the aggregate
Option Exercise Price and payment of such exercise price shall be effected by
withholding a number of shares of Common Stock otherwise issuable pursuant to
the option the Fair Market Value of which on such anniversary is equal to the
exercise price. If the Fair Market Value of the Stock on the first
anniversary of the Director's death equals or is less than the option
exercise price, then the option shall be deemed to have expired unexercised.
6. Changes in Capitalization. If the outstanding shares of Common
Stock are increased, decreased or exchanged for a different number or kind of
shares or other securities, or if additional shares of other property (other
than ordinary cash dividends) are distributed with respect to such shares of
Common Stock or other securities, through merger, consolidation, sale of all
or substantially all of the assets of the Company, reorganization,
recapitalization, reclasssification, dividend, stock split, reverse stock
split, spin-off, split-off or other distribution with respect to such shares
of common stock, or other securities, an appropriate and proportionate
adjustment may be made in (i) the maximum number and kind of shares reserved
for issuance under the Plan, (ii) the number and kind of shares or other
securities subject to then outstanding options under the Plan, and (iii) the
price for each share subject to any then outstanding options under the Plan.
No fractional shares will be issued under the Plan on account of any such
adjustments.
7. Limitation of Rights:
(a) No Right to Continue as a Director. Neither the Plan, nor
the granting of an option, nor any other action taken pursuant to the Plan,
shall constitute evidence of any agreement or understanding, express or
implied, that the Company will retain a participant as a Director for any
period of time, or at any particular rate of compensation.
(b) No Shareholders' Rights for Options. The holder of an option
granted under the Plan shall have no rights as a shareholder with respect to
the shares covered by his or her options until the date of the issuance to
such holder of a stock certificate therefor, and no adjustment will be made
for dividends or other rights for which the record date is prior to the date
such certificate is issued.
(c) No Right to Participate as an Employee Director. A
Director's right to participate in the Plan Shall automatically terminate if
and when a Director becomes an employee of the Company. That portion of an
option granted under the Plan which is attributable to any Unearned Annual
Director Compensation shall automatically abate and be canceled. "Unearned
Annual Director Compensation" shall mean any portion of Annual Director
Compensation which relates to attendance or participation in any meeting of
the Board or any committee thereof occurring after the date the Director's
employment by the Company commences, or which consists of a retainer earned
after such date.
<PAGE>
8. Transferability.
(a) Options are not transferable other than by will or the laws
of intestate succession. No transfer by will or by the laws of intestate
succession shall be effective to bind the Company unless the Committee shall
have been furnished with a copy of the deceased participant's will or such
other evidence as the Committee may deem necessary to establish the validity
of the transfer.
(b) Only the participant, or in the event of disability, his or
her guardian, or in the event of death, his or her legal representative or
beneficiary, may exercise options and receive deliveries of shares.
9. Amendment, Modification and Termination. The Board at any time
may terminate and in any respect amend or modify the Plan; provided, however,
that no such action by the Board, without approval of the Company's
shareholders may (i) increase the total number of shares of Common Stock
available under the Plan in the aggregate (except as otherwise provided in
Section 6), (ii) extend the period during which any option may be exercised,
(iii) extend the term of the Plan, (iv) change the option price or (v) alter
the class of persons eligible to receive options. No amendment, modification
or termination of the plan shall in any manner adversely affect the rights of
any participant with respect to an option previously granted.
10. Notice. Any written notice to the Company required by any of the
provisions of the Plan shall be addressed to the Corporate Secretary of the
Company and shall become effective when it is received.
11. Restrictions on Delivery and Sale of Shares; Legends. Each
option is subject to the condition that if at any time the Committee, in its
discretion, shall determine that the listing, registration or qualification
of the shares covered by such option upon any securities exchange or under
any state or federal law is necessary or desirable as a condition of or in
connection with the granting of such option or the purchase or delivery of
shares thereunder, the delivery of any or all shares pursuant to such option
may be withheld unless and until such listing, registration or qualification
shall have been effected. If a registration statement is not in effect under
the Securities Act of 1933 or any applicable state securities laws with
respect to the shares of Common Stock purchasable or otherwise deliverable
under options then outstanding, the Committee may require, as a condition of
exercise of any option or as a condition to any other delivery of Common
Stock pursuant to an option, that the Director represent, in writing, that
the shares received pursuant to the option are being acquired for investment
and not with a view to distribution and agree that the shares will not be
disposed of except pursuant to an effective registration statement, unless
the Company shall have received an opinion of counsel that such disposition
is exempt from such requirement under the Securities Act of 1933 and any
applicable state securities laws. The Company may include on certificates
representing shares issued pursuant to an option such legends referring to
the foregoing representations or restrictions or any other applicable
restrictions on resale as the Company, in its discretion, shall deem
appropriate.
GOODY'S FAMILY CLOTHING, INC.
By: /s/Robert M. Goodfriend
Chairman of the Board
ATTEST:
By: /s/ Edward R. Carlin
Secretary
[CORPORATE SEAL]
<PAGE>
EXHIBIT 5.1
OPINION OF SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
August 5, 1996
Goody's Family Clothing, Inc.
400 Goody's Lane
Knoxville, Tennessee 37922
Ladies and Gentlemen:
On the date hereof, Goody's Family Clothing, Inc., a Tennessee
corporation (the "Company"), intends to transmit for filing with the
Securities and Exchange Commission, a Registration Statement on Form S-8 (the
"Registration Statement"), relating to 100,000 shares (the "Shares") of
common stock, no par value per share (the "Common Stock"), of the Company
which may be offered from time to time pursuant to the Company's Discounted
Stock Option Plan for Directors, as amended (the "Plan"). This opinion is an
exhibit to the Registration Statement.
We have at times acted as counsel to the Company with respect to
certain corporate and securities matters, and in such capacity we are
familiar with the various corporate and other proceedings taken by or on
behalf of the Company in connection with the proposed offer and sale of the
Shares as contemplated by the Registration Statement. We have examined
copies (in each case signed, certified or otherwise proven to our
satisfaction to be genuine) of the Company's Amended and Restated Charter as
presently in effect, the Company's By-Laws as presently in effect, minutes
and other instruments evidencing actions taken by the Company's directors and
shareholders, the Plan and such other documents and instruments relating to
the Company and the proposed offering as we have deemed necessary under the
circumstances. Insofar as this opinion relates to securities to be issued in
the future, we have assumed that all applicable laws, rules and regulations
in effect at the time of such issuance are the same as such laws, rules and
regulations in effect as of the date hereof.
We note that we are members of the Bar of the State of New York
and that we are not admitted to the Bar in the State of Tennessee. To the
extent that the opinions expressed herein involve the law of the State of
Tennessee, such opinions are based solely upon our reading of the Tennessee
Business Corporation Act as reported by Prentice-Hall Legal and Financial
Services without any investigation of the legal decisions or other statutory
provisions in effect in such state that may relate to the opinions expressed
herein.
Based on the foregoing, and subject to and in reliance on the
accuracy and completeness of the information relevant thereto provided to us,
it is our opinion that the Shares to be issued pursuant to the Plan
(including upon the proper exercise of options granted pursuant to the Plan)
have been duly authorized and, subject to the effectiveness of the
Registration Statement and compliance with applicable state securities laws,
when issued in accordance with the terms set forth in the Plan and in the
option agreements issued in accordance with the Plan, will be legally and
validly issued, fully paid and nonassessable.
<PAGE>
It should be understood that nothing in this opinion is intended
to apply to any disposition of the Shares which any participant in the Plan
might propose to make.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and as an exhibit to any filing made by the
Company under the securities or "Blue Sky" laws of any state.
This opinion is furnished to you in connection with the filing of
the Registration Statement, and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose, except as expressly provided in
the preceding paragraph, without our express written consent, and no party
other than you is entitled to rely on it. This opinion is rendered to you as
of the date hereof and we undertake no obligation to advise you of any
change, whether legal or factual, after the date hereof.
Very truly yours,
/s/Shereff, Friedman, Hoffman & Goodman, LLP
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
SFH&G, LLP:RAG:DSR:EKS
<PAGE>
EXHIBIT 15
ACCOUNTANTS' AWARENESS LETTER
Board of Directors and Shareholders
Goody's Family Clothing, Inc.
Knoxville, Tennessee
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of Goody's Family Clothing, Inc. for the periods ended
May 4, 1996 and April 29, 1995, as indicated in our report dated May 17,
1996; because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended May 4, 1996, is being
used in this Registration Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7 and
11 of that Act.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
July 29, 1996
<PAGE>
EXHIBIT 23.1
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration Statement
of Goody's Family Clothing, Inc. on Form S-8 of our report dated March 15,
1996, incorporated by reference in the Annual Report on Form 10-K of Goody's
Family Clothing, Inc. for the year ended February 3, 1996.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
July 29, 1996
<PAGE>
