Registration No. _________________
As filed with the Securities and Exchange Commission on December 15, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
WORLDTEX, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 56-1789271
------------------------------- -------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
212 12TH AVENUE, N.E., HICKORY, NC 28601
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(Address of Principal Executive Offices) (Zip Code)
1992 Stock Incentive Plan
and
NON-PLAN EMPLOYEE STOCK OPTION
-------------------------
(Full title of the plans)
Richard J. Mackey
Worldtex, Inc., 212 12th Ave., N.E., Hickory, NC 28601
(704) 328-5381
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(Name, address and telephone number of agent for service)
Copy to: Gloria W. Nusbacher, Esq.
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, N.Y. 10004
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of
Securities Amount Proposed Maximum Proposed Amount of
to be to be Offering Price Maximum Aggregate Registration
Registered Registered<F2> Per Share<F3> Offering Price<F3> Fee
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value 750,000 shares $3.68 $2,762,500.00 $767.98
$.01 per share<F1>
- --------------------------------------------------------------------------------------
<FN>
- ----------
<F1>
Each share of Common Stock includes a related right (a "Right") to purchase junior
participating preferred stock of the Company. The Rights are not exercisable or
transferable apart from the Common Stock at this time, and accordingly no
independent value is attributable to such Rights.
<F2>
This Registration Statement also relates to such indeterminate number of additional
shares (and related Rights) as may be issuable pursuant to stock splits, stock
dividends, or similar transactions.
<F3>
The proposed maximum offering price per share of Common Stock and the proposed
maximum aggregate offering price are calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h) under the Securities Act
of 1933. With respect to 50,000 shares of Common Stock as to which stock options
were granted prior to the date hereof, the registration fee is based on the option
exercise price of $8.00 per share, and with respect to the balance of the shares
being registered (consisting of 700,000 shares of Common Stock), the fee is based
on a price of $3.375 which is the average of the high and low sales prices of the
Common Stock on December 11, 1998 as reported on the New York Stock Exchange
Consolidated Tape.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Worldtex, Inc. (the "Company")
under the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1997; and
(c) The description of the Company's Common Stock and Rights
contained in the Company's registration statements therefor and
subsequent amendments thereof.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby 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 hereof from the date
of the filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that no director
of the Company shall be liable to the Company or any stockholder 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 stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law (governing distributions to stockholders) or
(iv) for any transaction from which the director derived an improper personal
benefit.
<PAGE>
The Company's Certificate of Incorporation also provides that if
Delaware law is amended to further eliminate or limit the liability of
directors, then the liability of a director of the Company shall be eliminated
or limited, without further shareholder action, to the fullest extent possible
under Delaware law as so amended.
Section 145 of the Delaware General Corporation Law contains
provisions permitting and, in some situations, requiring Delaware corporations,
such as the Company, to provide indemnification to their officers and directors
for losses and litigation expense incurred in connection with their service to
the corporation in those capacities. The Company's Certificate of Incorporation
contains provisions requiring indemnification by the Company of its directors
and officers to the fullest extent that is permitted by law. Among other things,
these provisions will provide indemnification for officers and directors against
liabilities for judgments in and settlements of lawsuits and other proceedings
and for the advance and payment of fees and expenses reasonably incurred by the
director or officer in defense of any such lawsuit or proceeding.
The Company has a contract for insurance coverage under which the
Company's officers and directors (as well as the Company) are indemnified under
certain circumstances with respect to litigation and other costs and liabilities
arising out of actual or alleged misconduct of such directors and officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
<PAGE>
Item 8. EXHIBITS
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
4.1 Certificate of Filed as Exhibit 3.1 to the Company's
Incorporation Registration Statement on Form 10 dated
of the Company October 1, 1992, as amended, and
incorporated herein by reference
4.2 By-Laws of the Company Filed as Exhibit 3.2 to the Company's
Registration Statement on Form 10 dated
October 1, 1992, as amended, and
and incorporated herein by reference
4.3 Share Purchase Rights Filed as Exhibit 4.1 to the Agreement
dated as of August 1, 1992 Company's Annual Report on Form 10-K
between the Company and for 1992, and incorporated herein by
Chemical Bank, as Rights reference
Agent
<PAGE>
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
5.1 Opinion of Hughes Hubbard & Filed herewith
Reed LLP
23.1 Consent of KPMG Peat Filed herewith
Marwick LLP
23.2 Consent of Deloitte & Filed herewith
Touche LLP
23.3 Consent of Hughes Hubbard & Contained in Exhibit 5.1
Reed LLP
24.1 Powers of Attorney Filed herewith
authorizing Barry D. Setzer
and Richard J. Mackey to
sign the Registration
Statement and all
amendments thereto on
behalf of certain directors
and officers of the Company
Item 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(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 the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
<PAGE>
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Hickory, State of North Carolina, on this 15th
day of December, 1998.
WORLDTEX, INC.
By: /S/ BARRY D. SETZER
-----------------------------------
Barry D. Setzer
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 15th day of December, 1998.
SIGNATURE CAPACITY
*
- ------------------------------ President and Chief Executive Officer
Barry D. Setzer and Director
*
- ------------------------------ Chief Financial Officer and Chairman
Richard J. Mackey of the Board (and chief accounting
officer)
*
- ------------------------------ Director
Claude D. Egler
*
- ------------------------------ Director
John B. Fraser
*
- ------------------------------ Director
Salim M. Ibrahim
<PAGE>
SIGNATURE CAPACITY
*
- ------------------------------ Director
Willi Roelli
*
- ------------------------------ Director
Michael B. Wilson
*
- ------------------------------ Director
John K. Ziegler
* By:/S/ BARRY D. SETZER ,
----------------------
as authorized by Power
of Attorney filed as
Exhibit 24.1 to this
Registration Statement
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
4.1 Certificate of Filed as Exhibit 3.1 to the Company's
Incorporation Registration Statement on Form 10 dated
of the Company October 1, 1992, as amended, and
incorporated herein by reference
4.2 By-Laws of the Company Filed as Exhibit 3.2 to the Company's
Registration Statement on Form 10 dated
October 1, 1992, as amended, and
and incorporated herein by reference
4.3 Share Purchase Rights Filed as Exhibit 4.1 to the Agreement
dated as of August 1, 1992 Company's Annual Report on Form 10-K
between the Company and for 1992, and incorporated herein by
Chemical Bank, as Rights reference
Agent
5.1 Opinion of Hughes Hubbard & Filed herewith
Reed LLP
23.1 Consent of KPMG Peat Filed herewith
Marwick LLP
23.2 Consent of Deloitte & Filed herewith
Touche LLP
23.3 Consent of Hughes Hubbard & Contained in Exhibit 5.1
Reed LLP
24.1 Powers of Attorney Filed herewith
authorizing Barry D. Setzer
and Richard J. Mackey to
sign the Registration
Statement and all
amendments thereto on
behalf of certain directors
and officers of the Company
[HUGHES HUBBARD & REED LLP LETTERHEAD]
Exhibit 5.1
December 15, 1998
Worldtex, Inc.
212 12th Avenue, N.E.
Hickory, North Carolina 28601
Ladies & Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Worldtex, Inc. (the
"Company") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), with respect to 750,000 shares
(the "Shares") of Common Stock, par value $.01 per share ("Common Stock") and
related rights to purchase shares of Series A Junior Participating Preferred
Stock (the "Rights") to be issued in accordance with the provisions of the
Company's 1992 Stock Incentive Plan, as amended and restated effective May 14,
1998 (the "Plan") or upon exercise of a stock option granted to Edward Gleadall
on November 10, 1997 (the "Stock Option").
This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith. The law covered by the opinions
expressed herein is limited to the Federal Law of the United States and the
General Corporation Law of the State of Delaware. We are not members of the
Delaware Bar.
Based upon and subject to the foregoing, we are of the opinion that
when (i) the applicable provisions of the Act and of such "Blue Sky" or other
state securities laws as may be applicable shall have been complied with, (ii)
the Shares deliverable upon exercise of the Stock Option shall have been issued
in accordance with the terms of the Stock Option, (iii) the Shares deliverable
under the Plan upon exercise of stock options or stock appreciation rights or as
restricted or deferred stock subject to forfeiture upon a failure to render
specified future services, shall have been issued in consideration of the
payment of cash or the rendition of prior services in an amount at least equal
to the aggregate par value of such Shares, or delivered from the treasury of the
Company, in each case in accordance with the terms of the Plan, (iv) the Shares
deliverable under the Plan as restricted or deferred stock which are not subject
to forfeiture shall have been issued in consideration of the payment of cash or
the rendition of prior services in an amount equal to the value of such Shares
and in accordance with the terms of the Plan, and (v) the Share certificates
shall have been duly executed and delivered, (a) the Shares will be legally
issued, fully paid and nonassessable, and (b) the Rights attached to such
<PAGE>
Shares, when issued in accordance with the terms of the Share Purchase Rights
Agreement, dated as of August 1, 1992, by and between the Company and Chemical
Bank, as Rights Agent, will be legally issued.
In reaching our opinion with respect to the Shares issued as
restricted or deferred stock described in clause (iii) above, we have concluded
that the fact that such Shares are subject to forfeiture if the recipient
thereof fails to provide services as specified in the grant letter with respect
thereto should be regarded as substantially equivalent to a binding commitment
to pay the balance of the purchase price over the amount paid in cash or prior
services upon issuance.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Hughes Hubbard & Reed LLP
Exhibit 23.1
INDEPENDENT AUDITORS'CONSENT
The Board of Directors
Worldtex, Inc.
We consent to the incorporation by reference in this registration statement on
Form S-8 of Worldtex, Inc. of our report dated February 27, 1998 relating to the
consolidated balance sheets of Worldtex, Inc. and subsidiaries as of December
31, 1997 and 1996, and the related consolidated statements of operatins,
stockholders' equity and cash flows for ech of the years in the three-year perod
ended December 31, 1997, which report appears in the December 31, 1997 annual
report on Form 10-K of Worldtex, Inc., and to the reference to our firm under
the heading "Experts" in the Registration Statement.
/s/ KPMG Peat Marwick LLP
Greensboro, North Carolina
December 15, 1998
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to our firm under the heading "Experts" in the
prospectus documents related to this Registration Statement on Form S-8 of
Worldtex, Inc. (the "Company") with respect to 750,000 shares of the Company's
common stock issuable under the Company's 1992 Stock Incentive Plan and upon
exercise of an employee stock option.
/s/ Deloitte &Touche LLP
Hickory, North Carolina
December 15, 1998
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby constitute and appoint each of Richard J. Mackey, Barry D. Setzer,
Mitchell R. Setzer, and John K. Ziegler, with full power of substitution, his
true and lawful attorney to execute in his name (whether on behalf of WORLDTEX,
INC. (the "Company") or as an officer or director of the Company) (a) the
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission under the Securities Act of 1933 relating to 750,000 shares of the
Company's common stock and related stock purchase rights issuable under the
Company's 1992 Stock Incentive Plan and an employee stock option, including
without limitation, any and all amendments (including post-effective amendments)
to such Registration Statement, and (b) any application relating to the listing
on any stock exchange of shares of the common stock of the Company (and related
stock purchase rights) to be issued under such plan and stock option, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Securities and Exchange Commission or any such stock
exchange (as the case may be). Each such attorney and his substitutes shall have
and may exercise all powers to act hereunder. Each of the undersigned does
hereby ratify and confirm all that said attorney and agent shall do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name
hereto as of this 3rd day of November, 1998.
/s/ BARRY D. SETZER
- ----------------------------- ----------------------------------
Barry D. Setzer Salim M. Ibrahim
/s RICHARD J. MACKEY
- ----------------------------- ----------------------------------
Richard J. Mackey Willi Roelli
/s/ DONALD W. PRUITT
- ----------------------------- ----------------------------------
Donald W. Pruitt Michael B. Wilson
/s JOHN K. ZIEGLER
- ----------------------------- ----------------------------------
Claude D. Egler John K. Ziegler
/s/ JOHN B. FRASER
- -----------------------------
John B. Fraser
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby constitute and appoint each of Richard J. Mackey, Barry D. Setzer,
Mitchell R. Setzer, and John K. Ziegler, with full power of substitution, his
true and lawful attorney to execute in his name (whether on behalf of WORLDTEX,
INC. (the "Company") or as an officer or director of the Company) (a) the
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission under the Securities Act of 1933 relating to 750,000 shares of the
Company's common stock and related stock purchase rights issuable under the
Company's 1992 Stock Incentive Plan and an employee stock option, including
without limitation, any and all amendments (including post-effective amendments)
to such Registration Statement, and (b) any application relating to the listing
on any stock exchange of shares of the common stock of the Company (and related
stock purchase rights) to be issued under such plan and stock option, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Securities and Exchange Commission or any such stock
exchange (as the case may be). Each such attorney and his substitutes shall have
and may exercise all powers to act hereunder. Each of the undersigned does
hereby ratify and confirm all that said attorney and agent shall do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name
hereto as of this 4th day of November, 1998.
/s SALIM M. IBRAHIM
- ----------------------------- ----------------------------------
Barry D. Setzer Salim M. Ibrahim
/s/ WILLI ROELLI
- ----------------------------- ----------------------------------
Richard J. Mackey Willi Roelli
- ----------------------------- ----------------------------------
Donald W. Pruitt Michael B. Wilson
/s CLAUDE D. EGLER
- ----------------------------- ----------------------------------
Claude D. Egler John K. Ziegler
- -----------------------------
John B. Fraser
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby constitute and appoint each of Richard J. Mackey, Barry D. Setzer,
Mitchell R. Setzer, and John K. Ziegler, with full power of substitution, his
true and lawful attorney to execute in his name (whether on behalf of WORLDTEX,
INC. (the "Company") or as an officer or director of the Company) (a) the
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission under the Securities Act of 1933 relating to 750,000 shares of the
Company's common stock and related stock purchase rights issuable under the
Company's 1992 Stock Incentive Plan and an employee stock option, including
without limitation, any and all amendments (including post-effective amendments)
to such Registration Statement, and (b) any application relating to the listing
on any stock exchange of shares of the common stock of the Company (and related
stock purchase rights) to be issued under such plan and stock option, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Securities and Exchange Commission or any such stock
exchange (as the case may be). Each such attorney and his substitutes shall have
and may exercise all powers to act hereunder. Each of the undersigned does
hereby ratify and confirm all that said attorney and agent shall do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name
hereto as of this 18th day of November, 1998.
- ----------------------------- ----------------------------------
Barry D. Setzer Salim M. Ibrahim
- ----------------------------- ----------------------------------
Richard J. Mackey Willi Roelli
/s/ MICHAEL B. WILSON
- ----------------------------- ----------------------------------
Donald W. Pruitt Michael B. Wilson
- ----------------------------- ----------------------------------
Claude D. Egler John K. Ziegler
- ----------------------------- ----------------------------------
John B. Fraser
