<PAGE>
As filed with the Securities and Exchange Commission on May 21, 1998
Registration No. --- 33-51210; 33-68520; 333-09595; and 333-32357
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
(Registration No. 33-51210; 333-09595 and 333-32357)
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
(Registration No. 33-68520)
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.
1991 STOCK INCENTIVE PLAN
DISCOUNTED STOCK OPTION PLAN FOR DIRECTORS
1993 STOCK OPTION PLAN AND
1997 STOCK OPTION PLAN
(Full title of the plans)
--------------------
REGIS HEBBELER, ESQ.
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
This Registration Statement does not register any additional shares of
Common Stock, no par value per share, of the Registrant which have not
previously been registered and for which a registration fee has not previously
been paid. Registration fees of $4,168 were paid upon the earlier filing of
Registration Statement No. 33-51210 registering 550,000 shares of Common Stock
issuable under the Registrant's 1991 Stock Incentive Plan. Registration fees of
$4,471 were paid upon the earlier filing of Registration Statement No. 33-68520
registering 1,050,000 shares of Common Stock issuable under the Registrant's
Discounted Stock Option Plan for Directors and 1993 Stock Option Plan.
Registration fees of $299.10 were paid upon the earlier filing of Registration
Statement No. 333-09595 registering an additional 100,000 shares of Common
Stock issuable under the Registrant's Discounted Stock Option Plan for
Directors. Registration fees of $9,797.60 were paid upon the earlier filing of
Registration Statement No. 333-32357 registering 1,000,000 shares of Common
Stock issuable under the Registrant's 1997 Stock Option Plan.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus filed
with this Registration Statement shall be deemed to be a combined prospectus
which also shall relate to each of the Registrant's previously filed
Registration Statements No. 33-51210, 33-68520, 333-09595, and 333-32357 on
Form S-8 relating to the Registrant's 1991 Stock Incentive Plan, Discounted
Stock Option Plan for Directors, 1993 Stock Option Plan and 1997 Stock Option
Plan. This Registration Statement and the Registration Statements being amended
hereby are collectively referred to as the "Registration Statement."
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains a "reoffer prospectus" relating
to shares of Common Stock, no par value per share, of the Registrant which may
be received upon exercise of stock options awarded to directors or employees of
the Registrant pursuant to its 1991 Stock Incentive Plan, Discounted Stock
Option Plan for Directors, 1993 Stock Option Plan and 1997 Stock Option Plan.
See "Selling Shareholders."
<PAGE>
PROSPECTUS
GOODY'S FAMILY CLOTHING, INC.
1991 STOCK INCENTIVE PLAN
DISCOUNTED STOCK OPTION PLAN FOR DIRECTORS
1993 STOCK OPTION PLAN
1997 STOCK OPTION PLAN
2,975,000 Shares of Common Stock
This Prospectus relates to 2,975,000 shares (the "Shares") of common
stock, no par value per share, (the "Common Stock"), of Goody's Family
Clothing, Inc., a Tennessee corporation (the"Company"), which may be offered or
sold from time to time as described in this Prospectus by individuals who may
be deemed "affiliates" of the Company (the "Selling Shareholders") within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"). The
Shares may be acquired by the Selling Shareholders upon the exercise (or
adjustment) of options (the "Options") granted under the Company's 1991 Stock
Incentive Plan, Discounted Stock Option Plan for Directors, 1993 Stock Option
Plan and 1997 Stock Option Plan (as amended, the "Plans"). The maximum number
of Shares which may be offered and sold hereunder is subject to adjustment in
the event of stock splits or dividends, recapitalizations, spinoffs and certain
other changes affecting the Common Stock as described in the Plans.
The Common Stock is included on The Nasdaq National Market under the
symbol "GDYS". On May 20, 1998, the last reported sale price of the Common
Stock on The Nasdaq National Market was $48.4375. Prospective purchasers of
Shares are urged to obtain a current price quotation.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 BELOW FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy the Shares offered hereby in any jurisdiction in which such offer
or solicitation may be unlawful. No person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or the Selling
Shareholders. All information contained herein is as of the date of this
Prospectus, except as otherwise indicated. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since the date hereof or that the information contained herein is correct as of
any time subsequent to its date.
The date of this Prospectus is May 21, 1998
<PAGE>
TABLE OF CONTENTS
AVAILABLE INFORMATION............................................3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................3
THE COMPANY......................................................5
RISK FACTORS ....................................................5
USE OF PROCEEDS..................................................9
SELLING SHAREHOLDERS.............................................9
PLAN OF DISTRIBUTION.............................................9
EXPERTS .......................................................10
INDEMNIFICATION.................................................11
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy and information statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at its principal offices, Room 1024, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549 and at the Commission's regional offices located
in the Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois
60661 and Seven World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants, including
the Company, that file electronically with the Commission. The address of the
Commission's Web site is http://www.sec.gov.
The Company has filed with the Commission under the Securities Act
Registration Statements on Form S-8 (together with all amendments and exhibits,
referred to as the "Registration Statement") with respect to the Shares offered
hereby. This Prospectus, which constitutes part of the Registration Statement,
does not contain all of the information set forth, or incorporated by
reference, in the Registration Statement and the exhibits and schedules
thereto, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and the Shares offered hereby, reference is made to the Registration
Statement and such exhibits and schedules which may be inspected and copied in
the manner and at the locations described in the preceding paragraph.
Statements contained herein concerning any document filed as an exhibit are not
necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or as
previously filed with the Commission and incorporated herein by reference. Each
such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission (File No. 0-19526) pursuant to the Exchange Act hereby are
incorporated by reference into this Prospectus:
(a) Annual Report on Form 10-K for the fiscal year ended
January 31, 1998.
(b) Quarterly Report on Form 10-Q for the quarter ended May
2, 1998.
(c) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, filed
with the Commission under the Exchange Act,
including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering of the Shares offered hereby shall be deemed to be incorporated by
reference herein and to be a part of this Prospectus as of the date of the
filing of such documents. Any statement contained in the documents incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement
<PAGE>
so modified or superseded, shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any and all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference
(not including exhibits unless such exhibits are specifically incorporated by
reference into the information which this Prospectus incorporates). Requests
for such copies should be directed to: Goody's Family Clothing, Inc., 400
Goody's Lane, Knoxville, Tennessee 37922, Attention: Edward R. Carlin,
telephone (423) 966-2000.
<PAGE>
THE COMPANY
The Company is a retailer of moderately-priced apparel for women, men
and children, operating 231 stores in 15 Southeastern and Midwestern states as
of May 20, 1998.
The principal executive offices of the Company are located at 400
Goody's Lane, Knoxville, Tennessee 37922, and the Company's telephone number is
(423) 966-2000.
RISK FACTORS
An investment in the Shares offered hereby involves a high degree of
risk. Prospective investors should carefully consider the following risk
factors, in addition to other information contained or incorporated by
reference in this Prospectus, in evaluating an investment in the Shares offered
hereby.
This Prospectus contains (or incorporates by reference) statements
that constitute "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act, which generally can
be identified by the use of forward-looking terminology such as "may," "will,"
"expect," "estimate," "anticipate," "believe," "target," "plan," "project" or
"continue" or the negatives thereof or other variations thereon or similar
terminology. Prospective investors are cautioned that any such forward-looking
statement is not a guarantee of future performance and involves risks and
uncertainties, and that actual results may differ materially from those
projected in the forward-looking statement as a result of various factors. The
information contained (or incorporated by reference) in this Prospectus,
including, without limitation, the information set forth below in this section,
identifies important factors that could cause such differences. The Company
does not undertake to publicly update or revise its forward-looking statements
even if experience or future events make it clear that any projected results
expressed or implied therein will not be realized.
HIGHLY COMPETITIVE NATURE OF THE RETAIL APPAREL INDUSTRY
The Company faces intense competition for customers, access to quality
merchandise and suitable store locations from traditional department stores,
specialty retailers and off-price retail chains. Many of these competitors are
larger and have significantly greater financial and marketing resources than
the Company. In addition, many department stores have become more promotional
and have reduced their price points, and certain finer department stores have
opened outlet stores which offer off-price merchandise in competition with the
Company. Further, in view of the Company's strategy of offering merchandise at
prices targeted to be 10% to 30% lower than those of traditional department
stores, aggressive department store pricing could adversely affect the
Company's margins. Accordingly, the Company faces intense competition, the
effect of which could require the Company to reduce prices on merchandise for
sale or increase spending on marketing and advertising, any of which could have
a material adverse effect on the Company.
SEASONALITY, CYCLICAL NATURE OF THE RETAIL APPAREL INDUSTRY AND FLUCTUATION
IN QUARTERLY RESULTS
The Company's business is seasonal by nature. The Christmas season
(beginning the Sunday before Thanksgiving and ending the first Saturday after
Christmas), the back-to-school season (beginning approximately the first week
of August and continuing through the first week of September) and the Easter
season (beginning approximately two weeks before Easter Sunday and ending the
Saturday preceding Easter) collectively accounted for approximately 34.5% of
the Company's annual sales, based on the last three fiscal years ended January
31, 1998. In general, sales volume varies directly with customer traffic, which
is heaviest during the third and fourth quarters of a fiscal year. Any adverse
trend in sales for such periods,
<PAGE>
including trends caused by weather conditions, could have a material adverse
effect upon the Company's profitability and could adversely affect the
Company's results of operations for the entire year.
In addition to seasonality, the Company's results of operations have
fluctuated in the past, and are expected to fluctuate in the future, as a
result of a variety of factors, including the timing of store openings and
related advertising and pre-opening expenses, weather conditions, price
increases by suppliers, actions by competitors and general conditions in the
retail apparel market.
MERCHANDISING AND FASHION SENSITIVITY
The Company's success is largely dependent upon its ability to gauge
the fashion tastes of its customers and to provide merchandise that satisfies
customer demand in a timely manner. The Company's failure to anticipate,
identify or react appropriately to changes in fashion trends could have a
material adverse effect on the Company. Misjudgments or unanticipated changes
in fashion trends as well as economic conditions could lead to excess
inventories and higher markdowns, and continued fashion misjudgments could have
a material adverse effect on the Company's image with customers. The Company
has implemented strategic initiatives to increase inventory levels in certain
departments in order to eliminate out- of-stock positions, thereby making it
more vulnerable to such changes.
INVENTORY CONTROL
The Company maintains systems of controls over its merchandise
inventories to mitigate possible risks associated with shrinkage. These risks
include losses primarily from (i) customer and employee theft, (ii) merchandise
transferred between the distribution center and stores, (iii) store to store
transfers, (iv) customer returns, and (v) merchandise returned to vendors. The
Company conducts a complete count of physical inventory at each fiscal year
end. For interim financial reporting purposes, the Company provides a reserve
for shrinkage based upon its historical shrinkage experience. The Company's
actual shrinkage results from physical inventory counts taken at fiscal year
end could vary significantly from shrinkage reserves recorded in its interim
financial statements throughout the year and, accordingly, could have a
material adverse effect on the Company's results of operations and financial
position for that year and previously reported interim periods within such
year.
DEPENDENCE ON PRIVATE LABEL MERCHANDISE
Sales from the Company's private label merchandise represented
approximately 21% and 19% of the Company's sales in fiscal 1997 and for the
first thirteen weeks of fiscal 1998, respectively. Because the Company's
private label merchandise generally carries higher merchandise margins than its
other merchandise, the Company's failure to anticipate, identify and react
appropriately to changes in fashion trends with its private label merchandise,
particularly since the percentage of sales derived from private label
merchandise is anticipated to increase, could have an adverse effect on the
Company. In addition, delays in receiving such private label merchandise, or
any deterioration in the quality thereof, could have a material adverse effect
on the Company. See "-- Foreign Merchandise Sourcing."
RELIANCE ON KEY VENDORS AND PRIVATE LABEL CONTRACT MANUFACTURERS
The Company does not own or operate any manufacturing facilities and
does not have any long term contractual relationships with its vendors and
contract manufacturers. The success of the Company's business is largely
dependent upon its ability to purchase current-season, brand name apparel at
competitive prices in adequate quantities and with timely deliveries. The
inability or unwillingness of key vendors to
<PAGE>
increase their sales to the Company to keep pace with the Company's growth, or
the loss of one or more key vendors for any reason, could have a material
adverse effect on the Company. During fiscal 1997 and for the first thirteen
weeks of fiscal 1998, the Company's largest vendor, Levi Strauss & Co. (which
also manufactures the popular Dockers brand), accounted for approximately 20%
and 18% of the Company's total purchases, respectively. There can be no
assurance that the Company will be able to acquire brand name merchandise in
sufficient quantities and on favorable terms, if at all, in the future.
GEOGRAPHIC CONCENTRATION
Substantially all of the Company's stores are located in the Southeast
and the Midwest, and the Company plans to expand within these regions. As a
result, the Company will be susceptible to fluctuations in its business caused
by severe weather, natural disasters or adverse economic conditions in one or
more of these geographic regions, any of which could have a material adverse
effect on the Company.
EXPANSION AND MANAGEMENT OF GROWTH
During the last several years, the Company has experienced significant
growth by opening new stores. The Company intends to continue to pursue an
aggressive growth strategy for the foreseeable future, and its future operating
results will be affected by its ability to identify suitable markets and sites
for new stores, negotiate leases with acceptable terms and maintain adequate
working capital. In addition, the Company must be able to continue to hire,
train and retain competent managers and store personnel. There can be no
assurance that the Company will be able to expand its market presence in its
existing markets or successfully enter new or contiguous markets by opening new
stores or that any such expansion will not adversely affect the Company.
Further, if the Company's management is unable to manage its growth
effectively, the Company could be materially and adversely affected.
TRADEMARK CHALLENGES TO CERTAIN PRIVATE LABELS
The Company's trademarks on several of its private labels, such as Ivy
Crew, Montana Blues Jean Company, Authentic GFC, GFC and GFC Trading Co., have
been challenged and, in the case of certain of these trademarks, litigation is
pending to resolve competing claims. Although the Company is vigorously
protecting its trademarks, where necessary, the outcome of these disputes could
require the Company to abandon one or more of these trademarks and thereby
adversely affect sales of the associated products. The Company could also be
required to pay monetary damages.
FOREIGN MERCHANDISE SOURCING
The Company's private label programs are largely supported by products
directly purchased from vendors located abroad. Sales from such products
represented approximately 16% of total sales for fiscal 1997. In addition, the
Company believes that a substantial portion of the goods the Company purchases
from domestic vendors are manufactured abroad. These arrangements are subject
to the risks of relying on products manufactured abroad, including import
duties and quotas, loss of "most favored nation" trading status, currency
fluctuations, work stoppages, economic uncertainties including inflation,
foreign government regulations, lack of compliance by foreign manufacturers
with U.S. consumer protection laws (for which the Company may be responsible as
the importer of record) and intellectual property laws, political unrest and
trade restrictions, including U.S. retaliation against unfair foreign
practices. While the Company believes that it could find alternative sources of
supply, an interruption or delay in supply from these foreign sources, or the
imposition of additional duties, taxes or other charges on these imports, could
have a material adverse effect on the Company unless and until alternative
supply arrangements are secured. Moreover, products
<PAGE>
from alternative sources may be of lesser quality or more expensive than those
currently purchased by the Company.
RELIANCE ON KEY PERSONNEL
The Company believes that its future success will depend to a
significant extent upon the efforts and abilities of its senior executives, and
in particular of Robert M. Goodfriend, Chairman of the Board of Directors and
Chief Executive Officer, and Harry M. Call, President and Chief Operating
Officer. The loss of the services of Mr. Goodfriend, Mr. Call or other members
of the Company's senior management could have a material adverse effect upon
the Company. Such senior executives, other than Messrs. Goodfriend and Call,
include Edward R. Carlin, Executive Vice President, Chief Financial Officer;
Thomas R. Kelly, Jr., Executive Vice President, General Merchandise Manager;
David R. Mullins, Executive Vice President, Stores; Bruce E. Halverson, Senior
Vice President, Planning and Allocation; Stanley B. Latacha, Senior Vice
President, Marketing and Advertising; John J. Okvath III, Senior Vice
President, Product Development; Jay D. Scussel, Senior Vice President,
Management Information Systems; Marcus H. Smith Jr., Senior Vice President,
Real Estate; and Bobby Whaley, Senior Vice President, Distribution,
Transportation and Logistics. The Company has employment agreements with
Messrs. Call, Carlin, Kelly, Mullins and Smith and intends to shortly enter
into employment agreements with Messrs. Halverson, Latacha, Okvath, Scussel and
Whaley (and replace Mr. Smith's current employment agreement). The Company also
is currently negotiating an employment agreement with Mr. Goodfriend. The
Company maintains key man life insurance policies on Mr. Goodfriend in the
amount of $6.0 million. The Company believes that its future success will also
largely depend upon its ability to attract and retain qualified employees.
Competition for such personnel is intense and there can be no assurance that
the Company will continue to be successful in attracting and retaining such
personnel.
CONTROL OF THE COMPANY
Mr. Robert M. Goodfriend beneficially owns approximately 42% of the
outstanding Common Stock and thereby has sufficient voting power to effectively
control the outcome of all matters requiring a vote of shareholders of the
Company, including the power to elect all the directors of the Company and to
take action with respect to extraordinary matters such as a sale of assets,
merger or consolidation.
ANTI-TAKEOVER EFFECTS OF CERTAIN CHARTER AND BYLAW PROVISIONS
Certain provisions of the Company's charter and bylaws may be deemed
to have anti-takeover effects and may discourage, delay or prevent a takeover
attempt that might be considered to be in the best interests of the
shareholders of the Company. These provisions, among other things: (i) classify
the Company's Board of Directors into three classes of directors with each
class serving staggered three-year terms and (ii) authorize the issuance of
"blank check" preferred stock and class B common stock having such
designations, rights and preferences as may be determined from time to time by
the Board of Directors, without any vote or further action by the shareholders
of the Company.
SHARES ELIGIBLE FOR FUTURE SALE
The market price of the Common Stock could be adversely affected by
the availability for sale of Common Stock owned by the Company's principal
shareholder, Mr. Goodfriend. Mr. Goodfriend's shares may be sold in accordance
with Rule 144 promulgated under the Securities Act, or sold upon registration
under such Act without regard to the volume limitations of Rule 144. In
addition, as of May 13, 1998, stock options for 1,901,220 shares of Common
Stock are outstanding under the Company's various stock option
<PAGE>
plans at a weighted average exercise price of $18.21 per share. The sale of a
substantial number of such shares (including shares underlying such stock
options), or the perception that such sales could occur, could adversely affect
the market price of the Common Stock and could impair the Company's future
ability to obtain capital through offerings of equity securities.
VOLATILITY OF MARKET PRICE
The market price of the Common Stock has fluctuated substantially
since the Company's initial public offering in October 1991. The Common Stock
is included on The Nasdaq National Market, which has experienced, and is likely
to experience in the future, significant price and volume fluctuations that
could adversely affect the market price of the Common Stock without regard to
the operating performance of the Company. In addition, the Company believes
that factors such as monthly comparable store sales announcements, quarterly
operating results, changes in earnings estimates by analysts, general
conditions in the economy, the financial markets or the retail apparel
industry, or other developments affecting the Company could cause the price of
the Common Stock to fluctuate substantially.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
offered hereby, but it will receive the exercise price upon the exercise of
Options for cash. The Company plans to use any such proceeds for working
capital.
SELLING SHAREHOLDERS
This Prospectus may be used by certain corporate officers and
directors of the Company and its subsidiaries for the resale to the public of
Shares to be issued under the Plans. The Shares to be issued under the Plans
have been registered under the Securities Act pursuant to the Registration
Statements of which this Prospectus is a part. Certain of such officers and
directors may be deemed to be in a control relationship with the Company within
the meaning of the Securities Act and the rules and regulations of the
Commission thereunder, and such Shares may be deemed to be "control securities"
within the meaning of the General Instructions to Form S-8. The control
securities referred to in this paragraph also may be resold pursuant to Rule
144 under the Securities Act or in other transactions exempt from registration.
The persons who may resell Shares are referred to in this Prospectus
collectively as "Selling Shareholders." The names of the Selling Shareholders,
their relationships to the Company, the number of shares of Common Stock that
they beneficially own and the amount of Shares owned by each such person which
are available for resale pursuant to this Prospectus will be set forth in a
supplement to this Prospectus and distributed as required by Rule 424(b) under
the Securities Act. Neither the statements contained in this Prospectus or the
Registration Statement nor the delivery of this Prospectus in connection with a
sale, or other disposition, by any Selling Shareholder shall be deemed an
admission by the Company or any Selling Shareholder that any Selling
Shareholder is in a control relationship with the Company.
The Company does not know whether any of the Selling Shareholders will
use this Prospectus in connection with the offer or sale of any Shares, or, if
this Prospectus is so used, how many Shares will be offered or sold.
PLAN OF DISTRIBUTION
The Selling Shareholders may offer the Shares for sale at the prices
prevailing on the principal
<PAGE>
market(s) on which the Shares are then traded on the date of sale or may sell,
or otherwise dispose of, the Shares in privately-negotiated transactions or
donate the Shares to charitable institutions or other persons, which in turn
may offer the Shares for sale at prices prevailing on the principal market(s)
on which the Shares are traded, or sell, or otherwise dispose of, the Shares in
privately-negotiated transactions or through donations or gifts. The Selling
Shareholders also may pledge the Shares as collateral to secure borrowings, and
the pledgees may, in the event of foreclosure, offer the Shares for sale at
prices prevailing on the principal market(s) on which the Shares are traded, or
sell, or otherwise dispose of, the Shares in privately-negotiated transactions.
The Shares may be sold by one or more of the following: (a) a block trade in
which the broker or dealer so engaged will attempt to sell the Shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account; (c) an exchange distribution in
accordance with the rules of such an exchange; and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling Shareholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from the Selling Shareholders in amounts to be
negotiated immediately prior to the sale. The Selling Shareholders and any
brokers or dealers participating in the distribution of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection therewith, and any profit on the sale of the Shares by them and any
discounts, commissions or concessions received by them may be deemed to be
"underwriting discounts and commissions" under the Securities Act.
In addition, any Shares covered by this Prospectus which qualify for
sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus or in other transactions exempt from registration.
To the extent required, at the time a particular offer of Shares is
made a supplement to this Prospectus will be distributed in accordance with
Rule 424(b) under the Securities Act which will set forth the number of Shares
being offered and the terms of the offering, including the name or names of
each Selling Shareholder and any participating brokers or dealers; any
discounts, commissions and other items constituting compensation from the
Selling Shareholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers; the proposed selling price to the public; and any
other facts material to the transaction.
In order to comply with certain states' securities laws, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states, the Shares may
not be sold unless the Shares have been registered or qualified for sale in
such state or an exemption from registration or qualification is available and
is met.
Any of the foregoing transactions may involve the disposition of
Shares directly to purchasers (which may include market makers and other
dealers) or through a broker or brokers at prices that cannot be presently
determined. All costs, expenses and fees incurred in connection with the
registration of the Shares are being borne by the Company, but all selling and
other expenses incurred by the Selling Shareholders will be borne by such
Selling Shareholders.
EXPERTS
The Company's consolidated financial statements as of January
31, 1998 and February 1, 1997 and for each of the three years in the period
ended January 31, 1998 incorporated by reference in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated by reference herein, and has been so incorporated
in reliance upon the report of such
<PAGE>
firm given upon their authority as experts in accounting and auditing.
With respect to the unaudited interim consolidated financial
information for the thirteen weeks ended May 2, 1998 and May 3, 1997 which is
incorporated by reference in this Prospectus, Deloitte & Touche LLP have
applied limited procedures in accordance with professional standards for review
of such information. However, as stated in their report included in the
Company's Quarterly Report on Form 10-Q for the quarter ended May 2, 1998 and
incorporated by reference herein, they did not audit and they do not express
opinions on that interim consolidated financial information. Accordingly, the
degree of reliance on their report on such information should be restricted in
light of the limited nature of the review procedures applied. Deloitte & Touche
LLP is not subject to the liability provisions of Section 11 of the Securities
Act for their report on unaudited interim consolidated financial information
because such report is not a "report" or a "part" of the registration statement
prepared or certified by an accountant within the meaning of Sections 7 and 11
of the Securities Act.
INDEMNIFICATION
The indemnification of officers and directors of the Company is
governed by Section 48-18-501 et seq. of the Tennessee Business Corporation Act
(the "TBCA") and the Amended and Restated Charter (the "Charter") and By-laws
of the Company.
The Charter and the By-laws of the Company provide for the
indemnification of the directors, officers, employees and agents of the Company
to the fullest extent permitted by the TBCA. Among other things, the TBCA
permits a corporation's indemnification of a director, officer, employee or
agent made a party to a proceeding by reason of the fact of such relationship
with such corporation against liability incurred in the proceeding if (i) such
person acted in good faith, (ii) such person reasonably believed, (a) in the
case of conduct in his official capacity with the corporation, that his conduct
was in its best interests or (b) in all other cases, that his conduct was at
least not opposed to its best interests, and (iii) in the case of any criminal
proceeding, such person had no reasonable cause to believe his conduct was
unlawful. A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the provisions of
clause (ii)(b) above. However, pursuant to the TBCA, a corporation may not
indemnify a director (i) in connection with a proceeding brought by or in the
right of the corporation in which the director was adjudged liable to the
corporation or (ii) in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal benefit
was improperly received by him. Under the TBCA, unless limited by its charter,
a corporation shall indemnify a director or officer who was wholly successful,
on the merits or otherwise, in the defense of any proceeding to which he was a
party because he is or was a director or officer (as applicable) of the
corporation against reasonable expenses incurred by him in connection with the
proceeding. Under certain circumstances, the TBCA also permits a corporation to
pay for or reimburse the reasonable expenses incurred by a director who is a
party to a proceeding in advance of final disposition of the proceeding. The
TBCA also permits a corporation to purchase and maintain insurance on behalf of
its directors, officers, employees and agents regardless of whether the
corporation would have statutory power to indemnify such persons against the
liabilities insured, and the TBCA further provides that indemnification and
advances of expenses permitted thereunder are not to be exclusive of any rights
to which those seeking indemnification or advancement of expenses may be
entitled, provided that a corporation may not indemnify a director if a
judgment or other final adjudication adverse to him establishes his liability
(i) for any breach of the duty of loyalty to the corporation or its
shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or (iii) under Section
48-18-304 of the TBCA (liability for unlawful distribution).
<PAGE>
The Charter and By-laws of the Company also provide that no director
of the Company shall be personally liable to the Company or its shareholders
for monetary damages for breach of fiduciary duty as a director except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its shareholders, (ii) for acts of omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, or (iii) arising
under Section 47-18-304 of the TBCA.
The Company also has entered into agreements with its directors to
further memorialize and reaffirm the Company's obligations to indemnify them as
authorized by the Charter and By-laws of the Company. Furthermore, the Company
has Directors and Officers Liability Insurance which, subject to the policy
conditions, provides coverage for indemnification amounts payable by the
Company with respect to its directors and officers.
In connection with the sale of an aggregate of 2,327,000 shares of
Common Stock by Messrs. Robert M. Goodfriend (the Chairman of the Board and
Chief Executive Officer of the Company and a principal shareholder of the
Company), Harry M. Call (a director and the President and Chief Operating
Officer of the Company) and Edward R. Carlin (the Executive Vice President,
Chief Financial Officer of the Company) pursuant to a public offering in
September 1997, the Company entered into agreements with each of such persons
whereby the Company agreed to indemnify each of them for certain liabilities in
connection with such offering, including liabilities under the Securities Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted for directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
<PAGE>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Company with the
Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year
ended January 31, 1998..
(b) Quarterly Report on Form 10-Q for the quarter
ended May 2, 1998.
(c) The description of the Common Stock contained in
the Company's Registration Statement on Form 8-A,
filed with the Commission on September 13, 1991.
(d) Amendment to Form 8-A on Form 8 filed with the
the Commission on October 23, 1991.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all of the securities offered under this Registration Statement have been sold
or which deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part of this Registration
Statement as of the date of the filing of such documents. Any statement
contained in the documents incorporated or deemed to be incorporated by
reference 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 subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
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 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The indemnification of officers and directors of the Company is
governed by Section 48-18- 501 et seq. of the TBCA and the Charter and By-laws
of the Company.
The Charter and the By-laws of the Company provide for the
indemnification of the directors, officers, employees and agents of the Company
to the fullest extent permitted by the TBCA. Among other things, the TBCA
permits a corporation's indemnification of a director, officer, employee or
<PAGE>
agent made a party to a proceeding by reason of the fact of such relationship
with such corporation against liability incurred in the proceeding if (i) such
person acted in good faith, (ii) such person reasonably believed, (a) in the
case of conduct in his official capacity with the corporation, that his conduct
was in its best interests or (b) in all other cases, that his conduct was at
least not opposed to its best interests, and (iii) in the case of any criminal
proceeding, such person had no reasonable cause to believe his conduct was
unlawful. A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the provisions of
clause (ii)(b) above. However, pursuant to the TBCA, a corporation may not
indemnify a director (i) in connection with a proceeding brought by or in the
right of the corporation in which the director was adjudged liable to the
corporation or (ii) in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal benefit
was improperly received by him. Under the TBCA, unless limited by its charter,
a corporation shall indemnify a director or officer who was wholly successful,
on the merits or otherwise, in the defense of any proceeding to which he was a
party because he is or was a director or officer (as applicable) of the
corporation against reasonable expenses incurred by him in connection with the
proceeding. Under certain circumstances, the TBCA also permits a corporation to
pay for or reimburse the reasonable expenses incurred by a director who is a
party to a proceeding in advance of final disposition of the proceeding. The
TBCA also permits a corporation to purchase and maintain insurance on behalf of
its directors, officers, employees and agents regardless of whether the
corporation would have statutory power to indemnify such persons against the
liabilities insured, and the TBCA further provides that indemnification and
advances of expenses permitted thereunder are not to be exclusive of any rights
to which those seeking indemnification or advancement of expenses may be
entitled, provided that a corporation may not indemnify a director if a
judgment or other final adjudication adverse to him establishes his liability
(i) for any breach of the duty of loyalty to the corporation or its
shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or (iii) under Section
48-18-304 of the TBCA (liability for unlawful distribution).
The Charter and By-laws of the Company also provide that no director
of the Company shall be personally liable to the Company or its shareholders
for monetary damages for breach of fiduciary duty as a director except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its shareholders, (ii) for acts of omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, or (iii) arising
under Section 47-18-304 of the TBCA.
The Company also has entered into agreements with its directors to
further memorialize and reaffirm the Company's obligations to indemnify them as
authorized by the Charter and By-laws of the Company. Furthermore, the Company
has Directors and Officers Liability Insurance which, subject to the policy
conditions, provides coverage for indemnification amounts payable by the
Company with respect to its directors and officers.
In connection with the sale of an aggregate of 2,327,000 shares of
Common Stock by Messrs. Robert M. Goodfriend (the Chairman of the Board and
Chief Executive Officer of the Company and a principal shareholder of the
Company), Harry M. Call (a director and the President and Chief Operating
Officer of the Company) and Edward R. Carlin (the Executive Vice President,
Chief Financial Officer of the Company) pursuant to a public offering in
September 1997, the Company entered into agreements with each of such persons
whereby the Company agreed to indemnify each of them for certain liabilities in
connection with such offering, including liabilities under the Securities Act.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this registration
statement:
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Goody's Family Clothing, Inc. 1991 Stock Incentive Plan
(incorporated by reference to Exhibit 10.2 in the Registrant's
Annual Report on Form 10-K for the year ended January 30, 1993
(File No. 0-19526)
4.2 Goody's Family Clothing, Inc. Discounted Stock Option Plan for
Directors, as amended (incorporated by reference to Exhibit 4.1 of
Registration Statement on Form S-8 (Registration No. 333-09595)
filed on August 6, 1996)
4.3 Goody's Family Clothing, Inc. 1993 Stock Option Plan
(incorporated by reference to the Registrant's Proxy Statement for
the Annual Meeting of Shareholders held on June 24, 1993)
4.4 Goody's Family Clothing, Inc. 1997 Stock Option Plan
(incorporated by reference to Exhibit 4.1 of Registration Statement
on Form S-8 (Registration No. 333-32357) filed on July 29, 1997)
4.5 Amendment No. 1 to Goody's Family Clothing, Inc. 1991 Stock
Incentive Plan
4.6 Amendment No. 1 to Goody's Family Clothing, Inc. 1993 Stock
Option Plan
4.7 Amendment No. 1 to Goody's Family Clothing, Inc. 1997 Stock
Option Plan
5.1 Opinion of Powell, Goldstein, Frazer & Murphy relating to
550,000 shares of Common Stock issuable under the 1991 Stock
Incentive Plan (previously filed as Exhibit 5 of Registration
Statement on Form S-8 (Registration No. 33-51210) on August 24,
1992)
5.2 Opinion of Powell, Goldstein, Frazer & Murphy relating to
1,050,000 shares of Common Stock issuable under the Discounted
Stock Option Plan for Directors and 1993 Stock Option Plan
(previously filed as Exhibit 5 of Registration Statement on Form
S-8 (Registration No. 33-68520) on September 8, 1993)
<PAGE>
5.3 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP relating to
100,000 shares of Common Stock issuable under the Discounted Stock
Option Plan for Directors (previously filed as Exhibit 5.1 of
Registration Statement on Form S-8 (Registration No. 333-09595) on
August 6, 1996)
5.4 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP relating to
1,000,000 shares of Common Stock issuable under the 1997 Stock
Option Plan (previously filed as Exhibit 5.1 of Registration
Statement on Form S-8 (Registration No. 333-32357) on July 29,
1997)
15 Accountants' Awareness Letter.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Powell, Goldstein, Frazer & Murphy (included in
Exhibits 5.1 and 5.2).
23.3 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in
Exhibits 5.3 and 5.4).
24 Power of Attorney (included in signature page to this registration
statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
<TABLE>
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:
<S> <C>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post- effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
</TABLE>
Provided, however, that paragraphs (a)(1)(i) and (ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
<PAGE>
Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<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 21st day
of May, 1998.
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 and 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert M. Goodfriend Chairman of the Board and Chief May 21, 1998
- ------------------------------ Executive Officer
Robert M. Goodfriend
/s/ Harry M. Call Director, President and Chief May 21, 1998
- ------------------------------ Operating Officer
Harry M. Call
/s/ Edward R. Carlin Executive Vice President, Chief May 21, 1998
- ------------------------------ Financial Officer and Secretary
Edward R. Carlin (Principal Financial Officer)
/s/ David G. Peek Vice President, Corporate May 21, 1998
- ------------------------------ Controller and Chief Accounting
David G. Peek Officer (Principal Accounting
Officer)
/s/ Robert F. Koppel Director May 21, 1998
- ------------------------------
Robert F. Koppel
/s/ Samuel J. Furrow Director May 21, 1998
- ------------------------------
Samuel J. Furrow
<PAGE>
/s/ Irwin L. Lowenstein Director May 21, 1998
- -----------------------------
Irwin L. Lowenstein
/s/ Cheryl L. Turnbull Director May 21, 1998
- -----------------------------
Cheryl L. Turnbull
</TABLE>
<PAGE>
GOODY'S FAMILY CLOTHING, INC.
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Goody's Family Clothing, Inc. 1991 Stock Incentive Plan
(incorporated by reference to Exhibit 10.2 in the Registrant's
Annual Report on Form 10-K for the year ended January 30, 1993
(File No. 0-19526)
4.2 Goody's Family Clothing, Inc. Discounted Stock Option Plan for
Directors, as amended (incorporated by reference to Exhibit 4.1 of
Registration Statement on Form S-8 (Registration No. 333-09595)
filed on August 6, 1996)
4.3 Goody's Family Clothing, Inc. 1993 Stock Option Plan
(incorporated by reference to the Registrant's Proxy Statement for
the Annual Meeting of Shareholders held on June 24, 1993)
4.4 Goody's Family Clothing, Inc. 1997 Stock Option Plan
(incorporated by reference to Exhibit 4.1 of Registration Statement
on Form S-8 (Registration No. 333-32357) filed on July 29, 1997)
4.5 Amendment No. 1 to Goody's Family Clothing, Inc. 1991 Stock
Incentive Plan
` 4.6 Amendment No. 1 to Goody's Family Clothing, Inc. 1993 Stock
Option Plan
4.7 Amendment No. 1 to Goody's Family Clothing, Inc. 1997 Stock
Option Plan
5.1 Opinion of Powell, Goldstein, Frazer & Murphy relating to
550,000 shares of Common Stock issuable under the 1991 Stock
Incentive Plan (previously filed as Exhibit 5 of Registration
Statement on Form S-8 (Registration No. 33-51210) on August 24,
1992)
5.2 Opinion of Powell, Goldstein, Frazer & Murphy relating to
1,050,000 shares of Common Stock issuable under the Discounted
Stock Option Plan for Directors and 1993 Stock Option Plan
(previously filed as Exhibit 5 of Registration Statement on
Form S-8 (Registration No. 33-68520) on September 8, 1993)
5.3 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP relating
to 100,000 shares of Common Stock issuable under the Discounted
Stock Option Plan for Directors (previously filed as
<PAGE>
Exhibit 5.1 of Registration Statement on Form S-8 (Registration
No. 333-09595) on August 6, 1996)
5.4 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP relating
to 1,000,000 shares of Common Stock issuable under the 1997
Stock Option Plan (previously filed as Exhibit 5.1 of
Registration Statement on Form S-8 (Registration No. 333-32357)
on July 29, 1997)
15 Accountants' Awareness Letter.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Powell, Goldstein, Frazer & Murphy (included in
Exhibits 5.1 and 5.2).
23.3 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included
in Exhibits 5.3 and 5.4).
24 Power of Attorney (included in signature page to this registration
statement).
</TABLE>
<PAGE>
EXHIBIT 4.5
AMENDMENT TO
GOODY'S FAMILY CLOTHING, INC.
AMENDED AND RESTATED 1991 STOCK INCENTIVE PLAN
The Goody's Family Clothing, Inc. Amended And Restated 1991 Stock
Incentive Plan is hereby amended by adding the following section:
18. Change of Control
----------------
Notwithstanding anything contained to the contrary herein but subject,
however, to the provisions set forth in the fourth paragraph of Section 4, upon
the occurrence of a Change of Control (as hereinafter defined) all Options
granted under the Plan that are outstanding and not yet vested will become
immediately 100% vested effective on a Change of Control Date (as hereinafter
defined) and shall be thereafter exercisable in accordance with the terms of
the Plan (including, without limitation, as provided in Sections 5 and 6) and
any applicable award agreement; provided, however, that the foregoing shall not
apply to the extent that such acceleration of vesting shall make a "pooling of
interests" accounting unavailable in the case of a Change of Control
transaction which is intended to be effected as a "pooling of interests"
transaction.
A Change of Control of the Company shall mean and shall be deemed to
have occurred if any person or group (within the meaning of Rule 13d-3 of the
rules and regulations promulgated under the Securities Exchange Act of 1934, as
amended), other than Robert M. Goodfriend, members of his immediate family, his
affiliates, trusts or private foundations established by or on his behalf, and
the heirs, executors or administrators of Robert M. Goodfriend, shall acquire
in one or a series of transactions, whether through sale of stock or merger,
more than 50% of the outstanding voting securities of the Company or any
successor entity of the Company or the shareholders of the Company shall
approve a sale of all or substantially all of the Company's assets or a
complete liquidation or dissolution of the Company. A Change of Control Date
shall mean the closing date on which a Change of Control of the Company shall
have occurred, or in the case of a sale of all or substantially all of the
Company's assets or complete liquidation or dissolution of the Company, the
date on which shareholder approval is obtained.
This Amendment was approved by the Board of Directors of Goody's
Family Clothing, Inc. on May 13, 1998.
<PAGE>
EXHIBIT 4.6
AMENDMENT TO
GOODY'S FAMILY CLOTHING, INC.
1993 STOCK OPTION PLAN
The Goody's Family Clothing, Inc. 1993 Stock Option Plan is hereby
amended by adding the following section:
18. Change of Control
Notwithstanding anything contained to the contrary herein but subject,
however, to the provisions set forth in the fourth paragraph of Section 4, upon
the occurrence of a Change of Control (as hereinafter defined) all Options and
Formula Options granted under the Plan that are outstanding and not yet vested
will become immediately 100% vested effective on a Change of Control Date (as
hereinafter defined) and shall be thereafter exercisable in accordance with the
terms of the Plan (including, without limitation, as provided in Sections 5 and
6) and any applicable Agreement; provided, however, that the foregoing shall
not apply to the extent that such acceleration of vesting shall make a "pooling
of interests" accounting unavailable in the case of a Change of Control
transaction which is intended to be effected as a "pooling of interests"
transaction.
A Change of Control of the Company shall mean and shall be deemed to
have occurred if any person or group (within the meaning of Rule 13d-3 of the
rules and regulations promulgated under the Exchange Act), other than Robert M.
Goodfriend, members of his immediate family, his affiliates, trusts or private
foundations established by or on his behalf, and the heirs, executors or
administrators of Robert M. Goodfriend, shall acquire in one or a series of
transactions, whether through sale of stock or merger, more than 50% of the
outstanding voting securities of the Company or any successor entity of the
Company or the shareholders of the Company shall approve a sale of all or
substantially all of the Company's assets or a complete liquidation or
dissolution of the Company. A Change of Control Date shall mean the closing
date on which a Change of Control of the Company shall have occurred, or in the
case of a sale of all or substantially all of the Company's assets or complete
liquidation or dissolution of the Company, the date on which shareholder
approval is obtained.
This Amendment was approved by the Board of Directors of Goody's
Family Clothing, Inc. on May 13, 1998.
<PAGE>
EXHIBIT 4.7
AMENDMENT TO
GOODY'S FAMILY CLOTHING, INC.
1997 STOCK OPTION PLAN
The Goody's Family Clothing, Inc. 1997 Stock Option Plan is hereby
amended by adding the following section:
18. Change of Control
Notwithstanding anything contained to the contrary herein but subject,
however, to the provisions set forth in the fourth paragraph of Section 4, upon
the occurrence of a Change of Control (as hereinafter defined) all Options and
Formula Options granted under the Plan that are outstanding and not yet vested
will become immediately 100% vested effective on a Change of Control Date (as
hereinafter defined) and shall be thereafter exercisable in accordance with the
terms of the Plan (including, without limitation, as provided in Sections 5 and
6) and any applicable Agreement; provided, however, that the foregoing shall
not apply to the extent that such acceleration of vesting shall make a "pooling
of interests" accounting unavailable in the case of a Change of Control
transaction which is intended to be effected as a "pooling of interests"
transaction.
A Change of Control of the Company shall mean and shall be deemed to
have occurred if any person or group (within the meaning of Rule 13d-3 of the
rules and regulations promulgated under the Exchange Act), other than Robert M.
Goodfriend, members of his immediate family, his affiliates, trusts or private
foundations established by or on his behalf, and the heirs, executors or
administrators of Robert M. Goodfriend, shall acquire in one or a series of
transactions, whether through sale of stock or merger, more than 50% of the
outstanding voting securities of the Company or any successor entity of the
Company or the shareholders of the Company shall approve a sale of all or
substantially all of the Company's assets or a complete liquidation or
dissolution of the Company. A Change of Control Date shall mean the closing
date on which a Change of Control of the Company shall have occurred, or in the
case of a sale of all or substantially all of the Company's assets or complete
liquidation or dissolution of the Company, the date on which shareholder
approval is obtained.
This Amendment was approved by the Board of Directors of Goody's
Family Clothing, Inc. on May 13, 1998.
<PAGE>
EXHIBIT 15
ACCOUNTANTS' AWARENESS LETTER
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
consolidated financial information of Goody's Family Clothing, Inc. and
subsidiaries for the periods ended May 2, 1998 and May 3, 1997, as indicated in
our report dated May 19, 1998; 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
the Company's Quarterly Report on Form 10-Q for the quarter ended May 2, 1998,
is incorporated by reference in this Registration Statement (including a
"Reoffer Prospectus") on Form S-8.
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.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Atlanta, Georgia
May 19, 1998
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement (including a "Reoffer Prospectus") of Goody's Family Clothing, Inc.
on Form S-8 of our report dated March 18, 1998 incorporated by reference in
the Annual Report on Form 10-K of Goody's Family Clothing, Inc. for the year
ended January 31, 1998. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Atlanta, Georgia
May 19, 1998
