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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 1997.
REGISTRATION NO. 333-_______.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
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
<TABLE>
<CAPTION>
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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
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock(2) . . . . . . . . . . . 150,000 $11.94 $1,791,000 $528.35
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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
December 16, 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 and
Form S-8 Registration Statement, SEC File No. 333-26221, are incorporated
herein by reference. This Form S-8 Registration Statement is being filed to
register 150,000 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 and the Form S-8
Registration Statement SEC File No. 333-26221 registering an additional 250,000
shares 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 Statements.
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<CAPTION>
ITEM 8. EXHIBITS
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<S> <C>
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.
</TABLE>
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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 December 18, 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.
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<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ ROBERT G. TOMLINSON Chairman of the Board and December 18, 1997
- -------------------------- Chief Executive Officer
Robert G. Tomlinson (Principal Executive Officer)
/s/ ROBERT W. HALEY President and Director December 18, 1997
- --------------------------
Robert W. Haley
/s/ STEVE S. AUGER Treasurer (Principal Financial December 18, 1997
- -------------------------- and Accounting Officer)
Steve S. Auger
/s/ MARK J. STEVENSON Director December 18, 1997
- --------------------------
Mark J. Stevenson
/s/ RONALD J. NORICK Director December 18, 1997
- --------------------------
Ronald J. Norick
/s/ JAMES H. EVEREST Director December 18, 1997
- --------------------------
James H. Everest
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO.
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<S> <C>
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.
</TABLE>
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EXHIBIT 5.1
December 19, 1997
Sport-Haley, Inc.
4600 E. 48th Avenue
Denver, Colorado 80216
Re: Registration Statement on Form S-8
Covering 150,000 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 of 150,000 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 December 19, 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.
December 19, 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,
BERLINER ZISSER WALTER & GALLEGOS, P.C.
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[LH&M LETTERHEAD]
EXHIBIT 23.2
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 and Registration Statements No.
33-88948 and No. 333-26221 on Form S-8 of our report dated August 19, 1997
appearing in and incorporated by reference in the Annual Report on Form
10-KSB of Sport-Haley, Inc. for the year ended June 30, 1997.
/s/ LEVINE, HUGHES & MITHUEN, INC.
Englewood, Colorado
December 19, 1997
