AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GALEY & LORD, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 56-1593207
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
980 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10018
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
AMENDED AND RESTATED 1989
STOCK OPTION PLAN OF
GALEY & LORD, INC.
(FULL TITLES OF PLANS)
ARTHUR C. WIENER, CHAIRMAN OF THE BOARD
GALEY & LORD, INC.
980 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10018
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(212) 465-3000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS
SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) FEE (1)
<S> <C> <C> <C> <C>
COMMON STOCK
PAR VALUE $.01........... 250,000 $17.625 $4,406,250 $1,335.23
</TABLE>
(1) Calculated in accordance with Rule 457(h) of the General Rules and
Regulations under the Securities Act of 1933.
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The Registrant has previously filed with the Securities and Exchange
Commission (the "Commission") Registration Statements on Form S-8 (Registration
Nos. 33-52248 and 33-83316) with respect to the registration of an aggregate of
1,600,000 shares of Common Stock, $.01 par value per share (the "Common Stock"),
of the Registrant issued upon the exercise of stock options granted pursuant to
the Amended and Restated 1989 Stock Option Plan of Galey & Lord, Inc., and the
contents of such Registration Statements (Registration Nos. 33-52248 and
33-83316) are incorporated herein by reference, except that the following new
information shall be added:
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission are
incorporated by reference in the Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended September 28, 1996;
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 28, 1996;
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 29, 1997;
4. The Registrant's Form 8-K dated March 14, 1997, filed with the
Commission pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); and
5. The description of the Common Stock which is contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission on December 9, 1994 under Section 12(b) of the
Exchange Act, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the issuance of the Common Stock registered hereby will
be passed upon for the Registrant by Rosenman & Colin LLP, New York, New York.
Howard S. Jacobs, a member of such firm, is a director of the Registrant and
owns 2,400 shares of Common Stock and options to purchase 23,000 shares of
Common Stock registered under the Registrant's Registration Statements on Form
S-8 (Registration Nos. 33-52248 and 33-83316).
ITEM 8. EXHIBITS
The following Exhibits are filed as a part of this Registration
Statement:
5 Opinion of Rosenman & Colin LLP, counsel to the Registrant.
24(a) Consent of Ernst & Young LLP (see page 5).
24(b) Consent of Rosenman & Colin LLP (included in Exhibit 5).
25 Power of Attorney (see page 4).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on this 12th day of May,
1997.
GALEY & LORD, INC.
By: /s/ Arthur C. Wiener
Arthur C. Wiener,
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Arthur C. Wiener and Michael R. Harmon, and each
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, without the other, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including 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, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Arthur C. Wiener Chairman of the Board, May 12, 1997
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Arthur C. Wiener President and Chief Executive
Officer
(Principal Executive Officer)
/s/ Michael R. Harmon Executive Vice President and May 12, 1997
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Michael R. Harmon Chief Financial Officer
(Principal Financial and
Accounting Officer)
Director , 1997
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Lee Abraham
/s/ Paul G. Gillease Director May 12, 1997
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Paul G. Gillease
/s/ William deR. Holt Director May 12, 1997
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William deR. Holt
/s/ Howard S. Jacobs Director May 12, 1997
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Howard S. Jacobs
/s/ William M.R. Mapel Director May 12, 1997
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William M.R. Mapel
/s/ Stephen C. Sherrill Director May 12, 1997
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Stephen C. Sherrill
Director , 1997
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David F. Thomas
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the registration of 250,000 shares of common stock for the
Amended and Restated 1989 Stock Option Plan of Galey & Lord, Inc. of our report
dated October 29, 1996, with respect to the consolidated financial statements
and schedules of Galey & Lord, Inc. included in its Annual Report (Form 10-K)
for the year ended September 28, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Greensboro, North Carolina
May 12, 1997
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Exhibit 5
Rosenman ROSENMAN & COLIN LLP
375 MADISON AVENUE
NEW YORK, NY 10022-2585
TELEPHONE: (212) 940-8800
FACSIMILE: (212) 940-8776
WEB SITE: http://www.rosenman.com
WASHINGTON OFFICE
1900 19TH STREET, N.W.
WASHINGTON, D.C. 20036
May 12, 1997
NEW JERSEY OFFICE
ONE GATEWAY CENTER
NEWARK, NJ 07102-5397
HOWARD S. JACOBS
(212) 940-8505
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Galey & Lord, Inc.
Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel for Galey & Lord, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"), with respect to the proposed offering by the
Company from time to time of up to 250,000 shares (the "Shares") of its Common
Stock, par value $.01 per share (the "Common Stock"), pursuant to the Amended
and Restated 1989 Stock Option Plan of Galey & Lord, Inc. (the "Stock Option
Plan").
We have made such examination as we have deemed necessary for the purpose of
this opinion. Based upon such examination, we are of the opinion that each
authorized but unissued Share, issued by the Company in accordance with the
terms of the Stock Option Plan upon exercise of options properly granted or to
be granted under the Stock Option Plan, is duly authorized and, when (a) the
applicable provisions of such "blue sky" and securities laws as may be
applicable have been complied with and (b) each such Share has been delivered in
accordance with the terms of the Stock Option Plan, assuming no change in the
applicable law or pertinent facts, each such Share will be legally issued, fully
paid and nonassessable.
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Galey & Lord, Inc.
May 12, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Howard S. Jacobs, a member of this firm, is a director of the Company and owns
2,400 shares of Common Stock and options to purchase 23,000 shares of Common
Stock.
Very truly yours,
ROSENMAN & COLIN LLP
By /s/ Howard S. Jacobs
A partner
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