As filed with the Securities and Exchange Commission on December __,
1996.
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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SHAW INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1032521
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
P.O. Drawer 2128
616 East Walnut Avenue
Dalton, Georgia 30722
(Address of principal executive offices)
SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
(Full title of the Plan)
BENNIE M. LAUGHTER, Esq.
Vice President, Secretary and General Counsel
Shaw Industries, Inc.
616 East Walnut Avenue
Dalton, Georgia 30722
(Name and address of agent for service)
(706) 278-3812
(Telephone number, including Area Code,
of Agent for Service)
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Copies of Communications to:
GABRIEL DUMITRESCU, Esq.
Powell, Goldstein, Frazer & Murphy
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 572-6600
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CALCULATION OF REGISTRATION FEE
<PAGE>
<TABLE>
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Title of each class of Amount Proposed Proposed maximum Amount of
securities to be maximum aggregate registration
to be registered offering price offering fee(1)
registered per price(1)
share(1)
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<S> <C> <C> <C> <C>
Common Stock, no par value 3,000,000 $11.8125 $35,437,500 $10,739
shares
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Rights to purchase shares
of Series A 3,000,000
Participating Preferred rights
Stock(2)
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</TABLE>
<PAGE>
(1) ....... Pursuant to Rule 457(c), the proposed offering price and
registration fee are based upon the average of the high and low
prices of the Common Stock on December 2, 1996 as reported by the
New York Stock Exchange.
(2) ....... The Rights, which are attached to the shares of Common Stock being
registered, will be issued for no additional consideration; no
additional registration fee is required. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate number of interests to be offered
or sold pursuant to the employee benefit plan described herein.
--------------------
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
<PAGE>
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PART II
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed by the Company with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated herein by
reference:
(1) Annual Report on Form 10-K for the year ended
December 30, 1995 (Commission File No. 1-6853);
(2) Quarterly Reports on Form 10-Q for the quarters ended
March 30, 1996, June 29, 1996 and September 28, 1996 (Commission
File No. 1-6853);
(3) The description of the Company's Common Stock (including
the Rights to purchase Series A Participating Preferred Stock)
contained in the Company's Registration Statements filed pursuant
to Section 12 of the Exchange Act on Form 8-A, as amended
(Commission File No. 1-6853).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the date
upon which this offering is terminated shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document is filed.
Item 5. Interests of Named Experts and Counsel.
Powell, Goldstein, Frazer & Murphy, Atlanta, Georgia, has rendered an opinion
regarding the legality of the shares of Common Stock registered hereby. Robert
R. Harlin, a partner of that firm, is also a member of the Registrant's Board of
Directors.
Item 6. Indemnification of Directors and Officers.
Section 14-2-850 et seq. of the Georgia Business Corporation Code and Article
VIII of the Amended and Restated Articles of Incorporation of the Registrant set
forth the extent to which the Registrant's directors and officers may be
indemnified by the Registrant against liability that they may incur while
serving in such capacity. These provisions generally provide that the directors
and officers of the Registrant will be indemnified by the Registrant against any
losses incurred in connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Registrant) by reason of the
fact that he is or was a director or officer of the Registrant or served with
another corporation, partnership, joint venture, trust or other enterprise at
the request of the Registrant if such director or officer acted in a manner he
reasonably believed to be in or not opposed to the best interest of the
Registrant, and with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful. Under these provisions, the Registrant may
provide advances for expenses incurred in defending any such action, suit or
proceeding, upon receipt of an undertaking by or on behalf of such officer or
director to repay such advances unless it is ultimately determined that he is
entitled to indemnification by the Registrant.
The Registrant maintains an insurance policy insuring the Registrant and its
directors and officers against certain liabilities, including liabilities under
the Securities Act of 1933.
The Plan provides that to the extent permissible by law, no fiduciary under
the Plan shall be liable for any loss resulting from a participant's exercise
of, or failure to exercise, an investment election. The Company must indemnify
the Plan Administrator and the Investment Committee against losses and expenses
arising out of the performance of their duties, except for those resulting from
their willful neglect or willful misconduct.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference
herein:
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Exhibit
Number Description
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3(a) Amended and Restated Articles of Incorporation. [Incorporated herein
by reference to Exhibit 3(a) to Registrant's Registration Statement on Form S-3
filed with the Commission on December 28, 1993 (File No. 33-51719).]
3(b) By-laws. [Incorporated herein by reference to Exhibit 3(b) to
Registrant's Registration Statement on Form S-3 filed with the Commission on
December 28, 1993 (File No. 33-51719).]
4(a) Specimen form of Common Stock Certificate. [Incorporated herein by
reference to Exhibit 2 to Registrant's Registration Statement on Form 8-A filed
with the Commission on May 12, 1989 (File No. 1-6853).]
4(b) Amended and Restated Articles of Incorporation, filed as Exhibit 3(a),
and By-laws of Registrant, filed as Exhibit 3(b), are incorporated herein by
reference.
4(c) Rights Agreement dated as of April 10, 1989 between Registrant and
Citizens and Southern Trust Company (Georgia), N.A., as Rights Agent.
[Incorporated herein by reference to Exhibit 1 to Registrant's Current Report on
Form 8-K filed with the Commission on May 5, 1989 (File No. 1-6853).]
8 The Registrant will submit the Plan and any amendment thereto to the
Internal Revenue Service (the "IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan.
23 Consent of Arthur Andersen LLP (see page immediately preceding signature
page to this Registration Statement).
24 Power of Attorney (see signature page to this Registration Statement).
<PAGE>
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Item 9. Undertakings.
The undersigned Registrant 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, represent 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 (1)(i) and (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 Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 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 to the questions 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>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated February 19,
1996 included and incorporated by reference in Shaw Industries, Inc.'s Annual
Report on Form 10-K for the year ended December 30, 1995 and to all references
to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
December 3, 1996
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dalton, State of Georgia,
on December 5, 1996.
SHAW INDUSTRIES, INC.
By:
/s/ Bennie M. Laughter
Vice President and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints WILLIAM C. LUSK, JR. and BENNIE M. LAUGHTER, and each
of them as 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 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 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 either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
<PAGE>
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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Signature Title Date
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II-1
/s/ Robert E. Shaw Chairman of the
Board and Chief
Executive Officer
(Principal Executive
Officer) December 5,
1996
/s/ J.C. Shaw Chairman Emeritus
and Director December 4,
1996
/s/ W. Norris Little President, Chief
Operating Officer and
Director December 4,
1996
/s/ William C. Lusk, Jr. Senior Vice
President, Treasurer
and Director
(Principal Financial
and Accounting
Officer) December 4,
1996
/s/ Kenneth G. Jackson Vice President and
Chief Financial
Officer December 4,
1996
/s/ Thomas G. Cousins Director December 5,
1996
S. Tucker Grigg Director December __,
1996
/s/ Robert R. Harlin Director December 4,
1996
Clifford M. Kirtland, Jr. Director December __,
1996
<PAGE>
/s/ J. Hicks Lanier Director December 5,
1996
/s/ R. Julian McCamy Director December 4,
1996
<PAGE>
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Pursuant to the requirements of the Securities Act of 1933, as amended, the
Plan Administrator of the Shaw Industries, Inc. Retirement Savings Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Dalton, Georgia on the 5th day of
December, 1996.
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
By: Shaw Industries, Inc.
Plan Administrator
By:
/s/ Bennie M. Laughter
Vice President and General Counsel
21324321.W51
<PAGE>
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EXHIBIT INDEX
Exhibit
Number
Description
3(a) .... Amended and Restated Articles of
Incorporation. [Incorporated herein by
reference to Exhibit 3(a) to Registrant's
Registration Statement on Form S-3 filed
with the Commission on December 28, 1993
(File No. 33-51719).]
3(b) ..... By-laws. [Incorporated herein by
reference to Exhibit 3(b) to Registrant's
Registration Statement on Form S-3 filed
with the Commission on December 28, 1993
(File No. 33-51719).]
4(a) ..... Specimen form of Common Stock
Certificate. [Incorporated herein by
reference to Exhibit 2 to Registrant's
Registration Statement on Form 8-A filed
with the Commission on May 12, 1989 (File
No. 1-6853).]
4(b) ..... Amended and Restated Articles of Incorporation, filed as
Exhibit 3(a), and By-laws of Registrant, filed as Exhibit 3(b),
are incorporated herein by reference.
4(c) ..... Rights Agreement dated as of April 10, 1989 between Registrant
and Citizens and Southern Trust Company (Georgia), N.A., as
Rights Agent. [Incorporated herein by reference to Exhibit 1 to
Registrant's Current Report on Form 8-K filed with the
Commission on May 5, 1989 (File No.
1-6853).]
8 ........ The Registrant will submit the Plan and any amendment thereto
to the Internal Revenue Service (the "IRS") in a timely manner
and will make all changes required by the IRS in order to
qualify the Plan.
23 ....... Consent of Arthur Andersen LLP (see page immediately preceding
signature page to this Registration Statement).
24 ....... Power of Attorney (see signature page to this Registration
Statement).
