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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1997.
REGISTRATION NO. 333-_______.
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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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SPORT-HALEY, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1111669
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4600 E. 48TH AVENUE
DENVER, COLORADO 80216
TELEPHONE: (303) 320-8800
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
SPORT-HALEY, INC.
AMENDED AND RESTATED
1993 STOCK OPTION PLAN
(Full title of the plan)
ROBERT G. TOMLINSON
4600 E. 48TH AVENUE
DENVER, COLORADO 80216
TELEPHONE: (303) 320-8800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
ROBERT W. WALTER, ESQ.
BERLINER ZISSER WALTER & GALLEGOS, P.C.
SUITE 4700
1700 LINCOLN STREET
DENVER, COLORADO 80203
TELEPHONE: (303) 830-1700
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Stock(2) . . . . 250,000 $17.07 $4,267,500 $1,293.18
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). Represents the average of the high and low
prices for the Common Stock as quoted on Nasdaq National Market(R) on
April 28, 1997.
(2) Pursuant to Rule 416, includes such indeterminate number of additional
shares of Common Stock as may be required to be issued pursuant to the
anti-dilution provisions of the Stock Option Plan in the event of a
stock split, stock dividend or similar event.
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STATEMENT REQUIRED BY INSTRUCTION E OF THE GENERAL INSTRUCTIONS TO FORM S-8
The contents of the Form S-8 Registration Statement, SEC File No. 33-88948, are
incorporated herein by reference. This Form S-8 Registration Statement is
being filed to register 250,000 additional shares of Common Stock issuable
under the Sport-Haley, Inc. Amended and Restated 1993 Stock Option Plan, which
is the same employee benefit plan for which the Form S-8 Registration
Statement, SEC File No. 33-88948 registering 950,000 shares of Common Stock is
effective. In accordance with Instruction E, this registration statement
consists only of the following: the facing page, the foregoing statement, the
legal opinion and consents identified in Item 8 below, and the signature page.
There is no information required in this Registration Statement that is not in
the earlier Registration Statement.
ITEM 8. EXHIBITS
5.1 Opinion of Berliner Zisser Walter & Gallegos, P.C., regarding
legality of the securities covered by this Registration Statement
is filed herewith.
23.1 Consent of Berliner Zisser Walter & Gallegos, P.C. is contained
in their opinion regarding legality, filed herewith.
23.2 Consent of Levine, Hughes & Mithuen, Inc., independent certified
public accountants for the Company, is filed herewith.
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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 Denver, State of Colorado, on April 29, 1997.
SPORT-HALEY, INC.
By: /s/ ROBERT G. TOMLINSON
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Robert G. Tomlinson,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name Title Date
- ---- ----- ----
/s/ ROBERT G. TOMLINSON Chairman of the Board and April 29, 1997
- -------------------------- Chief Executive Officer
Robert G. Tomlinson (Principal Executive Officer)
/s/ ROBERT W. HALEY President and Director April 29, 1997
- --------------------------
Robert W. Haley
/s/ STEVE S. AUGER Treasurer (Principal Financial
- -------------------------- and Accounting Officer) April 29, 1997
Steve S. Auger
/s/ MARK J. STEVENSON Director April 29, 1997
- --------------------------
Mark J. Stevenson
/s/ RONALD J. NORICK Director April 29, 1997
- --------------------------
Ronald J. Norick
/s/ JAMES H. EVEREST Director April 29, 1997
- --------------------------
James H. Everest
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INDEX TO EXHIBITS
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EXHIBIT NO.
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5.1 Opinion of Berliner Zisser Walter & Gallegos, P.C., regarding
legality of the securities covered by this Registration
Statement.
23.1 Consent of Berliner Zisser Walter & Gallegos, P.C. is contained
in their opinion regarding legality, filed herewith as Exhibit
5.1.
23.2 Consent of Levine, Hughes & Mithuen, Inc., independent certified
public accountants for the Company.
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EXHIBIT 5.1
April 30, 1997
Sport-Haley, Inc.
4600 E. 48th Avenue
Denver, Colorado 80216
Re: Registration Statement on Form S-8
Covering 250,000 Common Shares Reserved for
Issuance Under the Amended and Restated
1993 Stock Option Plan of the Company
Gentlemen:
We have acted as counsel to Sport-Haley, Inc., a Colorado corporation
(the "Company"), in connection with the proposed offering by the Company of
250,000 shares of Common Stock, no par value (the "Shares"), reserved for
issuance under the Company's 1993 Stock Option Plan, as amended and restated,
in accordance with the registration provisions of the Securities Act of 1933,
as amended.
In such capacity, we have examined, among other documents, the
Registration Statement on Form S-8 expected to be filed by the Company with the
Securities and Exchange Commission on or about April 30, 1997 (as the same may
be amended from time to time, the "Registration Statement"), covering the
offering of the Shares.
Based on the foregoing and on such further examination as we have
deemed relevant and necessary, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Colorado.
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Sport-Haley, Inc.
April 30, 1997
Page 2
2. The Shares have been legally and validly authorized under the
Articles of Incorporation of the Company, as amended, and on receipt of the
consideration required by, and when issued in accordance with the description
set forth in the Registration Statement, the Shares will constitute duly and
validly issued, outstanding, and fully paid and nonassessable securities of the
Company.
We hereby consent to the use of our name and to the references to our
firm in the Prospectus forming a part of the Registration Statement, and to the
filing of a copy of this opinion as Exhibit No. 5 thereto.
Very truly yours,
/s/ BERLINER ZISSER WALTER & GALLEGOS, P.C.
BERLINER ZISSER WALTER & GALLEGOS, P.C.
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EXHIBIT 23.2
[LEVINE, HUGHES & MITHUEN, INC. LETTERHEAD]
CONSENT OF LEVINE, HUGHES & MITHUEN, INC.
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement of Sport-Haley, Inc. on Form S-8 of our report dated August 12, 1996
appearing in and incorporated by reference in the Annual Report on Form 10-KSB
of Sport-Haley, Inc. for the year ended June 30, 1996.
/s/ LEVINE, HUGHES & MITHUEN, INC.
Englewood, Colorado
April 29, 1997
