As filed with the Securities and Exchange Commission on May 19, 1999
Registration No. 333-
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)
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Galey & Lord, Inc.
1999 Stock Option Plan
(Full title of the plan)
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Arthur C. Wiener Copy to:
Chairman of the Board, President and Howard S. Jacobs, Esq.
Chief Executive Officer Wayne A. Wald, Esq.
Galey & Lord, Inc. Rosenman & Colin LLP
980 Avenue of the Americas 575 Madison Avenue
New York, New York 10018 New York, New York 10022
(Name and address of agent for service) (212) 940-8800
(212) 465-3000
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum maximum aggregate
Title of securities Amount to be offering price per share offering price (2) Amount of registration
to be registered registered (1) (2) fee
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
Common Stock,
par value $0.01 500,000 $4.0625 $2,031,250.00 $565.00
per share
====================================================================================================================================
</TABLE>
(1) Such shares to be issued upon exercise of options available for grant under
the Registrant's 1999 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee;
computed, pursuant to Rule 457(c), upon the basis of the average of the high and
low prices of the Common Stock as quoted on the New York Stock Exchange on May
13, 1999.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Galey & Lord, Inc. (the "Registrant") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports and other information with
the Securities and Exchange Commission (the "Commission"). The following
documents, or portions thereof, filed by the Registrant with the Commission
pursuant to the Exchange Act are incorporated by reference in this Registration
Statement:
a. The Registrant's Annual Report on Form 10-K for the fiscal year ended
October 3, 1998;
b. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended January 2, 1999;
c. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 3, 1999; and
d. The description of the Registrant's 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 hereto indicating that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
of this Registration Statement from the respective dates of filing of such
documents.
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<PAGE>
Item 4. Description of Securities.
Not applicable.
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 19,600 shares of the Registrant's common stock and currently exercisable
options to purchase 8,000 shares of the Registrant's common stock registered
under the Registrant's Registration Statements on Form S-8 (Registration Nos.
33-52248 and 33-83316).
Item 6. Indemnification of Directors and Officers.
The Registrant is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses incurred in any action, suit or proceeding. Article Eighth of
the Restated Certificate of Incorporation and Article X of the Amended and
Restated By-laws of the Registrant provides for indemnification of directors and
officers to the fullest extent permitted by the General Corporation Law of the
State of Delaware.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. Article Ninth of the Registrant's Restated
Certificate of Incorporation contains such a provision.
The Registrant has directors' and officers' liability insurance
covering certain liabilities incurred by the directors and officers of the
Registrant in connection with the performance of their respective duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
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<PAGE>
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.01 Specimen Common Stock Certificate filed as an Exhibit to the Company's
Registration Statement on Form S-1, Registration No. 33-45895 (which was
declared effective by the Commission on April 30, 1992 and incorporated
herein by reference).
*4.02 Galey & Lord, Inc. 1999 Stock Option Plan.
*5.01 Opinion of Rosenman & Colin LLP.
*23.01 Consent of Ernst & Young LLP.
*23.02 Consent of KPMG.
*23.03 Consent of Deloitte & Touche LLP.
*23.04 Consent of Rosenman & Colin LLP (included in Exhibit 5.01).
*24.01 Power of Attorney (included on page II-5).
- -------------------
* Filed herewith
</TABLE>
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes: (a) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement 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; (b) that, for the purpose of determining any liability under the
Securities Act, 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; and (c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual
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<PAGE>
report to security holders that is incorporated by reference in the prospectus
and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Exchange Act; and, where interim financial information required
to be presented by Article 3 or Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
4. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission, such
indemnification is against public policy as expressed in the Securities Act 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 and will be governed by the final
adjudication of such issue.
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<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
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 19th day of May,
1999.
GALEY & LORD, INC.
(Registrant)
By /s/ Arthur C. Wiener
---------------------------------
Arthur C. Wiener
Chairman of the Board,
President and Chief Executive
Officer
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. Each of the undersigned hereby
constitutes and appoints Arthur C. Wiener and Michael R. Harmon, and any of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, together 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 or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Arthur C. Wiener Chairman of the Board, President May 19, 1999
- ---------------------------------------------- And Chief Executive Officer
Arthur C. Wiener (Principal Executive Officer)
/s/ Michael R. Harmon Executive Vice President, Chief May 19, 1999
- ---------------------------------------------- Financial Officer, Secretary and
Michael R. Harmon Treasurer (Principal Financial
And Accounting Officer)
/s/ Lee Abraham Director May 19, 1999
- ----------------------------------------------
Lee Abraham
/s/ Michael T. Bradley Director May 19, 1999
- ----------------------------------------------
Michael T. Bradley
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Paul G. Gillease Director May 19, 1999
- ----------------------------------------------
Paul G. Gillease
/s/ William deR. Holt Director May 19, 1999
- ----------------------------------------------
William deR. Holt
/s/ Howard S. Jacobs Director May 19, 1999
- ----------------------------------------------
Howard S. Jacobs
/s/ William M.R. Mapel Director May 19, 1999
- ----------------------------------------------
William M.R. Mapel
/s/ Stephen C. Sherrill Director May 19, 1999
- ----------------------------------------------
Stephen C. Sherrill
/s/ David F. Thomas Director May 19, 1999
- ----------------------------------------------
David F. Thomas
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.01 Specimen Common Stock Certificate to the
Company's Registration Statement on Form
S-1, Registration No. 33-45895 (which
was declared effective by the Commission
on April 30, 1992 and incorporated
herein by reference).
4.02 Galey & Lord, Inc. 1999 Stock Option Plan.
5.01 Opinion of Rosenman & Colin LLP.
23.01 Consent of Ernst & Young LLP.
23.02 Consent of KPMG.
23.03 Consent of Deloitte & Touche LLP.
23.04 Consent of Rosenman & Colin LLP (included in Exhibit 5.01).
24.01 Power of Attorney (included on page II-5).
</TABLE>
1999 STOCK OPTION PLAN OF
GALEY & LORD, INC.
1. Definitions.
"Board of Directors" shall mean, solely for the purposes of
the Plan, those members of the Board of Directors of the Corporation who are
intended to be "non-employee directors" within the meaning of Rule 16b-3(b)(3)
promulgated under the Exchange Act and "outside directors" within the
contemplation of Section 162(m)(4)(C)(i) of the Code.
"Cancellation Notice" shall mean the notice given by the
Corporation to an Optionee pursuant to Section 11(c) hereof notifying him of the
cancellation of his Option.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Common Stock" shall mean shares of common stock of the
Corporation, par value $.0l per share.
"Corporation" shall mean Galey & Lord, Inc., a Delaware
corporation.
"Director Participant" shall have the meaning set forth in
Section 6(a).
"Exchange Act" shall mean the Securities Exchange Act of 1934.
"Exercise Price per Share" with respect to an Option shall
mean the price, as set forth in the Optionee's Option Agreement and as
determined by the Board of Directors, at which the Optionee may exercise such
Option; provided, however, that the Exercise Price per Share shall not be less
than 100% of the Fair Market Value Per Share at the time such Option is granted
(110% of Fair Market Value per Share in the case of an Incentive Stock Option
described in Section 15(b) hereof).
<PAGE>
"Fair Market Value per Share" of the Corporation's Common
Stock on a Trading Day shall mean the last reported sale price for Common Stock
(regular way) or, in case no such reported sale takes place on such Trading Day,
the average of the closing bid and asked prices (regular way) for the Common
Stock for such Trading Day, in either case on the principal national securities
exchange on which the Common Stock is listed or admitted to trading or the
Nasdaq National Market, or if the Common Stock is not listed or admitted to
trading on any national securities exchange or the Nasdaq National Market, but
is traded on the Nasdaq Smallcap Market, the OTC Electronic Bulletin Board or
otherwise in the over-the-counter market, the closing sale price of the Common
Stock or, if no sale is publicly reported, the average of the closing bid and
asked quotations for the Common Stock, as reported by the Nasdaq Smallcap
Market, the OTC Electronic Bulletin Board or any comparable system or, if the
Common Stock is not listed on the Nasdaq Smallcap Market, the OTC Electronic
Bulletin Board or a comparable system, the closing sale price of the Common
Stock or, if no sale is publicly reported, the average of the closing bid and
asked prices, as furnished by two members of the National Association of
Securities Dealers, Inc. who make a market in the Common Stock selected from
time to time by the Corporation for that purpose. In addition, for purposes of
this definition, a "Trading Day" shall mean, if the Common Stock is listed on
any national securities exchange, a business day during which such exchange was
open for trading and at least one trade of Common Stock was effected on such
exchange on such business day, or, if the Common Stock is not listed on any
national securities exchange, or the Nasdaq National Market or the Nasdaq
Smallcap Market but is traded on the OTC Electronic Bulletin Board or otherwise
in the over-the-counter market, a business day during which the OTC Electronic
Bulletin Board or over-the-counter market was open for trading and at least one
"eligible dealer" quoted both a bid
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<PAGE>
and asked price for the Common Stock. An "eligible dealer" for any day shall
include any broker-dealer who quoted both a bid and asked price for such day,
but shall not include any broker-dealer who quoted only a bid or only an asked
price for such day.
"Incentive Stock Option" shall mean an Option which is
intended to qualify as an "incentive stock option" within the meaning of Section
422(b) of the Code or any applicable successor provision of the Code.
"Option" shall mean a stock option granted to an Optionee
pursuant to the Plan. An Option may be either an Incentive Stock Option or one
which does not qualify as an Incentive Stock Option.
"Option Agreement" shall mean the agreement or certificate
between the Corporation and an Optionee evidencing the award of an Option
pursuant to the Plan and setting forth the terms and conditions of the Option.
"Optionee" shall mean a person to whom an Option is granted
pursuant to the Plan. Unless otherwise provided herein, the term "Optionee"
shall include Director Participants as defined in Section 6(a) of the Plan.
"Plan" shall mean this 1999 Stock Option Plan of the
Corporation, effective as of February 9, 1999.
"Shares" shall mean the shares of Common Stock which may be
issued pursuant to the Plan.
"Subsidiary" shall mean a subsidiary of the Corporation within
the meaning of Section 424(f) of the Code.
2. Purpose of the Plan. The purpose of the Plan is to secure
for the Corporation and its stockholders the benefits arising from capital stock
ownership by officers,
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<PAGE>
directors, consultants and certain other employees of the Corporation
and its Subsidiaries who are expected to contribute to the Corporation's future
growth and success, to attract new individuals to enter into service or
employment with the Corporation and its Subsidiaries and to encourage such
individuals to secure or increase on reasonable terms their stock ownership in
the Corporation. The Board of Directors believes that the granting of Options
under the Plan will promote continuity of management and increase incentive and
personal interest in the welfare of the Corporation by those who are or may
become primarily responsible for shaping and carrying out the long range plans
of the Corporation and its Subsidiaries and securing the Corporation's continued
growth and financial success.
3. Administration. (a) The Plan shall be administered by the
Board of Directors. Subject to the express provisions of the Plan, the Board of
Directors shall have the authority, in its discretion, to determine the
individuals to whom, the time or times at which Options shall be granted, the
number of shares to be subject to each Option and the type and terms and
conditions of each Option. In making such determinations, the Board of Directors
may take into account the nature of the services rendered by the respective
individuals, their present and potential contributions to the Corporation's
success and such other factors as the Board of Directors, in its discretion,
shall deem relevant. Subject to the express provisions of the Plan, the Board of
Directors shall also have the authority, in its sole discretion, to interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to it,
to determine the terms and provisions of the respective Option Agreements (which
need not be identical) and to make all other determinations necessary or
advisable for the administration of the Plan. Any dispute or disagreement which
may arise under or as a result of or with respect to any Option shall be
determined by the Board of Directors, in its sole discretion, and any
interpretations by the Board
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<PAGE>
of Directors of the terms of any Option shall be final, binding and conclusive.
(b) The Board of Directors may delegate authority to the Chief
Executive Officer of the Corporation to administer the Plan with respect to
employees of the Corporation or a Subsidiary (i) who are not officers of the
Corporation subject to the provisions of Section 16 of the Exchange Act and (ii)
whose compensation is not subject to the provisions of Section 162(m) of the
Code, subject to such conditions, restrictions and limitations as may be imposed
by the Board of Directors, including but not limited to: (A) Options in the
aggregate to purchase not more than 100,000 shares of the Common Stock may be
granted in any one calendar year by the Chief Executive Officer to all such
employees of the Corporation and its Subsidiaries and (B) the Board of Directors
shall establish a maximum number of shares that may be subject to Options
granted under the Plan in any one calendar year to any single employee by the
Chief Executive Officer. Unless and until the Board of Directors shall take
further action, the maximum number of Shares that may be subject to Options
granted under the Plan in any one calendar year by the Chief Executive Officer
to any single employee shall be 5,000. Any actions duly taken by the Chief
Executive Officer with respect to the grant of Options to employees shall be
deemed to have been taken by the Board of Directors for purposes of the Plan.
4. Number of Shares. The aggregate number of Shares in respect
to which Options may be granted under the Plan is 500,000 Shares, subject to
adjustment in accordance with Section 11 hereof. Shares covered by the
unexercised portions of any terminated or cancelled Options shall be available
to become subject to Options granted thereafter. Upon any exercise of an Option,
the number of Shares with respect to which the Option may thereafter be
exercised by the Optionee shall no longer include the sum of the Shares
purchased upon exercise.
5. Grant of Options to Officers, Consultants and Employees.
The Board of
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<PAGE>
Directors may, at any time grant Options to such officers, consultants and
employees of the Corporation and its Subsidiaries as the Board of Directors may
select. Such Options shall cover such number of Shares as the Board of Directors
shall designate, subject to the other provisions of the Plan. No Optionee who is
an executive officer of the Corporation shall, during any period of three fiscal
years of the Corporation, be granted Options to purchase more than an aggregate
of 400,000 shares.
6. Grants of Options to Directors.
(a) General Provisions.
(i) On or prior to each December 1 and at the time each Director
Participant (as defined below) first becomes a director of the
Corporation, each person who is serving as a director of the
Corporation on such date and is not a common law employee of the
Corporation (hereinafter referred to as a "Director Participant") shall
make an irrevocable election in writing (at such time and in such
manner as may be prescribed by the Corporation) to receive, annually on
the third Trading Day (as defined in Section 1 under the definition of
"Fair Market Value per Share") after the date of the Annual Meeting of
Stockholders of the Corporation and on the third Trading Day after the
date on which each Director Participant first becomes a director (if
such date is a date other than the date of the Annual Meeting of
Stockholders of the Corporation), either (A) Options to purchase up to
2,000 Shares, or (B) a number of shares of Common Stock issued under
the Corporation's 1996 Restricted Stock Plan as amended from time to
time (the "Restricted Stock Plan") derived by dividing 18,000 by the
Fair Market Value per Share of the Common Stock on the date of grant
(rounded to the next highest
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<PAGE>
share), subject to availability under the Restricted Stock Plan, and
each Director Participant who elects pursuant to this Section
6(a)(i)(A) to receive Options, shall automatically be granted Options
to purchase up to 2,000 Shares on the third Trading Day after the date
of the Annual Meeting of Stockholders of the Corporation and on the
third Trading Day after the Date on which each Director Participant
becomes a director (if such date is a date other than the date of the
Annual Meeting of Stockholders of the Corporation).
(ii) On or prior to each December 1 and at the time each Director
Participant first becomes a director of the Corporation, each Director
Participant shall make an irrevocable election in writing (at such time
and in such manner as may be prescribed by the Corporation) to receive
all of his or her annual director's fees for the subsequent calendar
year (or for the remainder of the current calendar year, in the case of
a Director Participant who first becomes a director during such
calendar year) in the form of (A) cash in the amount of $20,000, (B)
Options to purchase 2,500 Shares, or (C) a combination of ten thousand
dollars ($10,000) of cash and (subject to availability under the
Restricted Stock Plan) a number of shares of Common Stock issued under
the Restricted Stock Plan derived by dividing 15,000 by the Fair Market
Value per Share of the Common Stock on the third Trading Day after
January 1 of such calendar year (or the Third Trading Day after the
date on which such Director Participant first becomes a director, as
the case may be), rounded to the next highest share, and each Director
Participant who elects pursuant to this Section 6(a)(ii) to receive
Options, shall automatically be granted Options to purchase up to 2,500
Shares on the third Trading Day after
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<PAGE>
January 1 of such subsequent calendar year (or on the Third Trading Day
after the date on which such Director Participant first becomes a
director, as the case may be). Notwithstanding the foregoing provisions
of this Section 6(a)(ii), the amount of the annual director's fee to be
paid (whether in the form of cash, Options or a combination of cash and
shares of Common Stock issued under the Restricted Stock Plan) with
respect to a calendar year to a Director Participant who first becomes
a director during such calendar year shall be reduced to an amount
calculated by multiplying the amount to which a Director Participant
otherwise would be payable pursuant to the foregoing provisions of this
Section 6(a)(ii) (whether in the form of cash, Options or a combination
of cash and shares of Common Stock issued under the Restricted Stock
Plan) by a fraction, the numerator of which is the number of calendar
days remaining in such calendar year measured from the date on which
such Director Participant first becomes a director and the denominator
of which is three hundred sixty-five (365).
(iii) The Options granted pursuant to this Section shall not be
Incentive Stock Options. The Exercise Price per Share with respect to
Options granted pursuant to this Section 6 shall be the Fair Market
Value per Share on the date of the grant.
(b) Exercisability of Options. Each Option granted under this
Section 6 by its terms shall be exercisable for ten years from the date of the
grant. An Option granted pursuant to this Section shall become exercisable with
respect to one hundred percent (100%) of the shares covered one year after the
date of grant.
7. Option Agreements. Each award of an Option pursuant to the
Plan shall be evidenced by an Option Agreement between the Optionee and the
Corporation. Each Option
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<PAGE>
Agreement shall specify the number of Shares covered by such Option and
the Exercise Price per Share and shall contain such terms and conditions not
inconsistent with the Plan as the Board of Directors in its sole discretion
shall deem appropriate (which terms and conditions need not be the same in each
Option Agreement and may be changed from time to time). Each Option Agreement
may require as conditions of exercise that the Optionee provide such investment
representations with respect to, and enter into such agreements concerning the
sale and transfer of, the Shares receivable by the Optionee upon exercise, as
the Board of Directors shall deem appropriate. A condition to the exercise of
any Option which is not an Incentive Stock Option shall be the withholding of
income taxes and employment taxes that the Corporation determines it is required
to withhold upon the exercise of an Option. In the event of the death of an
Optionee, a condition of exercising any Option shall be the delivery to the
Corporation of such tax waivers and other documents as the Board of Directors
shall determine.
8. Exercise and Term of Option.
(a) Each Option Agreement shall specify the date or dates on
which the Option granted thereunder may be exercised. Except as provided in
Section 6(b) hereof with respect to Options granted to Director Participants,
each Option Agreement may provide for exercise of the Option in installments on
such terms and conditions as the Board of Directors may determine. The term of
each Option shall be fixed by the Board of Directors but shall in no case exceed
ten years from the date of grant of such Option. Subject to the provisions of
the Option Agreement, an Option may be exercised either in whole or in part at
any time or from time to time.
(b) An Option may be exercised only by a written notice of
intent to exercise such Option with respect to a specific number of shares of
Common Stock and payment to the
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<PAGE>
Corporation of the amount of the option price for the number of shares of Common
Stock so specified; provided, however, that, subject to the requirements of
Regulation T (as in effect from time to time) promulgated under the Securities
Exchange Act of 1934, as amended, the Board of Directors may implement
procedures to allow a broker chosen by an Optionee to make payment of all or any
portion of the option price payable upon the exercise of an Option and receive,
on behalf of such Optionee, all or any portion of the shares of the Common Stock
issuable upon such exercise.
9. Non-Transferability of Option Rights. Options which are
Incentive Stock Options shall not be transferable except by will or the laws of
descent and distribution, and, except as otherwise determined by the Board of
Directors, Options which are not Incentive Stock Options shall not be
transferable except by will or the laws of descent and distribution. During the
lifetime of an Optionee, such Optionee's Option shall be exercisable only by the
Optionee.
10. Effect of Termination of Employment or Service. Upon the
termination of employment or service with the Corporation and its Subsidiaries
of any Optionee, all rights under any Option held by such Optionee shall be
governed by such conditions as may be provided by the Board of Directors at the
time of the grant of such Option.
11. Stock Dividend, Merger, Consolidation, Etc.
(a) In the event there is any change in the Common Stock of
the Corporation by reason of any reorganization, recapitalization, stock split,
stock dividend or otherwise, there shall be substituted for or added to each
share of Common Stock theretofore appropriated or thereafter subject, or which
may become subject to any option, the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock shall be so
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<PAGE>
changed or for which each such share shall be exchanged, or to which each such
share be entitled, as the case may be, and the per share price thereof also
shall be appropriately adjusted. Notwithstanding the foregoing, (i) each such
adjustment with respect to an Incentive Stock Option shall comply with the rules
of Section 424(a) of the Code, and (ii) in no event shall any adjustment be made
which would render any Incentive Stock Option granted hereunder other than an
"incentive stock option" for purposes of Section 422 of the Code or any
applicable successor provision of the Code.
(b) Upon (i) the merger or consolidation of the Corporation
with or into another corporation, if the agreement of merger or consolidation
does not provide for (A) the continuance of the Options granted hereunder, or
(B) the substitution of new Options, or for the assumption of such Options, by
the surviving corporation, or (ii) the dissolution, liquidation, or sale of
substantially all the assets, of the Corporation, the holder of any such
Option(s) theretofore granted and still outstanding (and not otherwise expired)
shall have the right immediately prior to the effective date of such merger,
consolidation, dissolution, liquidation or sale of assets to exercise such
Option(s) in whole or in part without regard to any installment provision that
may have been made part of the terms and conditions of such Option(s). The
Corporation, to the extent practicable, shall give advance notice to affected
Optionees of such merger, consolidation, dissolution, liquidation or sale of
assets. All such Options which are not so exercised shall be forfeited as of the
effective time of such merger, consolidation, dissolution, liquidation or sale
of assets.
(c) Unless otherwise provided in an Optionee's Option
Agreement, the Corporation shall have the right to terminate the rights of any
Optionee to exercise any Options, effective 30 days after receipt by the
Optionee of a Cancellation Notice from the Corporation.
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<PAGE>
The Corporation may issue a Cancellation Notice only in connection with (i) the
sale of substantially all of the Corporation's assets or Common Stock, or (ii) a
merger, consolidation or other corporate transaction in which the Corporation
would not be the surviving entity or surviving parent entity. The Cancellation
Notice shall afford the Optionee the right to exercise all Options held by such
Optionee with respect to all Shares covered thereby (even if they would not
otherwise have become exercisable with respect to all such Shares at that time)
during the period prior to the effective date of the termination.
12. Rights as a Stockholder. An Optionee shall have no rights
as a stockholder with respect to any Shares covered by an Option until such
Optionee shall have become the holder of record of any such Shares.
13. Determinations. Each determination, interpretation or
other action made or taken pursuant to the provisions of the Plan by the Board
of Directors, and each determination of Fair Market Value per Share shall be
final and conclusive for all purposes and shall be binding upon all persons,
including, without limitation, the Corporation and all Optionees, and their
respective successors and assigns.
14. Amendment, Termination and Modification of the Plan and Agreements.
The Board of Directors may at any time or from time to time
terminate, suspend or amend the Plan in whole or in part (including amendments
deemed necessary or desirable to conform to any change in the law or regulations
applicable hereto); provided, however, that without approval of the stockholders
of the Corporation, no such action may increase the number of Shares with
respect to which Options may be granted; provided, further, that no such
amendment or termination shall affect any Options theretofore granted without
the consent of the Optionee of such Option.
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<PAGE>
15. Incentive Stock Options. Options granted under the Plan
which are intended to be Incentive Stock Options shall be specifically
designated as Incentive Stock Options and shall be subject to the following
additional terms and conditions:
(a) Dollar Limitation. The aggregate fair market value
(determined as of the date of the option grant and consistent with Section
422(c)(7) of the Code or any applicable successor provision of the Code) of the
Common Stock with respect to which Incentive Stock Options granted under the
Plan (and under any other incentive stock option plans of the Corporation) are
exercisable for the first time by any employee in any one calendar year shall
not exceed $100,000.
(b) 10% Stockholder. If any Optionee to whom an Incentive
Stock Option is to be granted under the Plan is at the time of the grant of such
Option the owner of stock possessing more than 10% of the total combined voting
power of all classes of stock of the Corporation, then the following special
provisions shall be applicable to the Incentive Stock Option granted to such
Optionee:
(i) The Exercise Price per Share of the Common Stock subject
to such Incentive Stock Option shall not be less than 110% of the Fair Market
Value per Share at the time of grant; and
(ii) The Option exercise period shall not exceed five years
from the date of grant. Except as modified by the preceding provisions of this
Section 15, all the provisions of the Plan shall be applicable to Incentive
Stock Options granted hereunder.
16. No Special Employment Rights. Nothing contained in the
Plan or in any Option granted under the Plan shall confer upon any Optionee any
right with respect to the
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<PAGE>
continuation of such Optionee's employment by the Corporation or any Subsidiary
or interfere in any way with the right of the Corporation or any Subsidiary,
subject to the terms of any separate employment agreement to the contrary, at
any time to terminate such employment or to increase or decrease the
compensation of the Optionee from the rate in existence at the time of the grant
of such Option.
17. Effective Date. The Plan shall become effective when
adopted by a vote of the entire board of directors of the Corporation, subject
to approval by the Corporation's stockholders. If such stockholder approval is
not obtained within twelve months after the date of the Board's adoption of the
Plan, any Incentive Stock Options previously granted under the Plan shall
terminate, and no further Incentive Stock Options shall be granted. Subject to
this limitation, Options may be granted under the Plan at any time after the
effective date and before the date fixed for termination of the Plan.
18. Expiration and Termination of the Plan. The Plan shall
terminate on February 8, 2009 or at such earlier time as the Board of Directors
may determine. Options may be granted under the Plan at any time and from time
to time prior to its termination. Any Option outstanding under the Plan at the
time of the termination of the Plan shall remain in effect until such Option
shall have been exercised or shall have expired in accordance with its terms.
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EXHIBIT 5.01
May 19, 1999
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
Gentlemen:
We have acted as counsel for Galey & Lord, Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement (the "Registration
Statement") on Form S-8 filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), with
respect to the registration of 500,000 shares (the "Shares") of the Company's
common stock, par value $0.01 per share (the "Common Stock"), for issuance under
the Company's 1999 Stock Option Plan (the "Plan").
We have made such examination as we have deemed necessary for the purpose of
this opinion. Based upon such examination, it is our opinion that each
authorized but unissued Share, issued by the Company in accordance with the
terms of the Plan upon exercise of options properly granted or to be granted
under the 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
Plan, assuming no change in the applicable law or pertinent facts, each such
Share will be legally issued, fully paid and non assessable.
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.
Very truly yours,
ROSENMAN & COLIN LLP
By: /s/ Wayne A. Wald
--------------------------------
A Partner
Exhibit 23.01
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Galey & Lord, Inc. 1999 Stock Option Plan of our report
dated November 4, 1998, 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 October 3, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
---------------------------
Ernst & Young LLP
Greensboro, North Carolina
May 17, 1999
Exhibit 23.02
CONSENT OF INDEPENDENT AUDITORS
We conset to the use of our report dated 21 May 1997, with respect to the
financial statements of Swift Textiles Europe Limited (not included separately
herein) for the year ended 31 March 1997, which report appears in the annual
report on Form 10-K of Galey & Lord, Inc. for the year ended 3 October, 1998 and
to the incorporation by reference in the Registration Statement on Form S-8 of
Galey & Lord, Inc. pertaining to the Galey & Lord, Inc.
1999 Stock Option Plan of our report.
/s/ KPMG
------------------
KPMG
Dublin, Ireland
May 17, 1999
Exhibit 23.03
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Galey & Lord, Inc. 1999 Stock Option Plan of our report
dated January 29, 1998, with respect to the combined financial statements of the
Apparel Fabrics Business of Dominion Textile Inc. for the year ended June 30,
1997 ("our report") included in its Annual Report (Form 10-K) for the year ended
October 3, 1998
/s/ Deloitte & Touche LLP
--------------------------
Chartered Accountants
Montreal, Quebec
May 17, 1999
