<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1999.
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
<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)....................... 100,000 $3.75 $375,000 $99.00
============================================================================================================================
</TABLE>
(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-Registered
Trademark- on December 16, 1999.
(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,
Form S-8 Registration Statement, SEC File No. 333-26221 and Form S-8
Registration Statement, SEC File No. 333-42787, are incorporated herein by
reference. This Form S-8 Registration Statement is being filed to register
100,000 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, the Form S-8
Registration Statement SEC File No. 333-26221 registering an additional
250,000 shares and the Form S-8 Registration Statement SEC File No. 333-42787
registering an additional 150,000 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.
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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<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 Denver, State of Colorado, on
December 20, 1999.
SPORT-HALEY, INC.
By: /s/ ROBERT G. TOMLINSON
------------------------------------------
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.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ ROBERT G. TOMLINSON Chairman of the Board and December 20, 1999
- -------------------------- Chief Executive Officer
Robert G. Tomlinson (Principal Executive
Officer)
/s/ ROBERT W. HALEY President and Director December 20, 1999
- --------------------------
Robert W. Haley
/s/ KEVIN M. TOMLINSON Executive Vice President, December 20, 1999
- -------------------------- Chief Operating Officer and
Kevin M. Tomlinson Director
/s/ PATRICK W. HURLEY Treasurer (Principal Financial December 20, 1999
- -------------------------- and Accounting Officer)
Patrick W. Hurley
/s/ MARK J. STEVENSON Director December 20, 1999
- --------------------------
Mark J. Stevenson
/s/ RONALD J. NORICK Director December 20, 1999
- --------------------------
Ronald J. Norick
/s/ JAMES H. EVEREST Director December 20, 1999
- --------------------------
James H. Everest
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<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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<PAGE>
EXHIBIT 5.1
December 21, 1999
Sport-Haley, Inc.
4600 E. 48th Avenue
Denver, Colorado 80216
Re: Registration Statement on Form S-8 Covering 100,000 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
100,000 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 21, 1999 (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.
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.
<PAGE>
EXHIBIT 23.2
CONSENT OF LEVINE, HUGHES & MITHUEN, INC.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of Sport-Haley, Inc., on Form S-8 and related prospectus of our report dated
September 7, 1999 on the financial statements of Sport-Haley, Inc., appearing
in the Annual Report on Form 10-K of Sport-Haley, Inc. for the year ended
June 30, 1999.
/s/ Levine, Hughes & Mithuen, Inc.
Englewood, Colorado
December 20, 1999
