As filed with the Securities and Exchange Commission on August 13, 1997.
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. 1997 STOCK INCENTIVE 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 LLP
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 572-6600
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
Title of each class of securities Amount Proposed maximum Proposed maximum Amount of
to be to be offering price per aggregate offering registration
registered registered share(1) price(1) fee(1)
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value........... 5,000,000 shares $10.84 $54,200,000 $16,424
- ------------------------------------------------------------------------------------------------------------------------------
Rights to purchase shares of Series A
Participating Preferred Stock(2)... 5,000,000 rights
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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 August 11, 1997 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. --------------------
<PAGE>
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").
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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 28, 1996
(Commission File No. 1-6853);
(2) Quarterly Report on Form 10-Q for the quarter ended March 29, 1997
(Commission File No. 1-6853); and
(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 LLP, 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
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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:
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).]
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP.
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).
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<PAGE>
99 Form of Shaw Industries, Inc. 1997 Stock Incentive Plan.
[Incorporated herein by reference to Exhibit A to the
Registrant's Definitive Proxy Statement for the 1997 Annual
Meeting of Shareholders on April 24, 1997.]
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,
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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.
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<PAGE>
EXHIBIT 23
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 21,
1997 included and incorported by reference in Shaw Industries, Inc.'s Annual
Report on Form 10-K for the year ended December 28, 1996 and to all references
to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
August 5, 1997
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<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 July 24, 1997.
SHAW INDUSTRIES, INC.
By:/s/ Bennie M. Laughter
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.
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<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.
Signature Title Date
/s/ Robert E. Shaw
Robert E. Shaw Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
July 24, 1997
/s/ J.C. Shaw
J.C. Shaw Chairman Emeritus and
Director
July 24, 1997
/s/ W. Norris Little
W. Norris Little President and Chief Operating
Officer and Director
July 24, 1997
/s/ William C. Lusk, Jr.
William C. Lusk, Jr. Senior Vice President,
Treasurer and Director
(Principal Financial and
Accounting Officer)
July 24, 1997
/s/ Kenneth G. Jackson
Kenneth G. Jackson Vice President and Chief
Financial Officer
July 24, 1997
/s/ Thomas G. Cousins
Thomas G. Cousins
Director
July 24, 1997
/s/ S. Tucker Grigg
S. Tucker Grigg
Director
July 24, 1997
/s/ Robert R. Harlin
Robert R. Harlin
Director
July 24, 1997
/s/ J. Hicks Lanier
J. Hicks Lanier
Director
July 24, 1997
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<PAGE>
/s/ Robert J. Lunn
Robert J. Lunn
Director
July 24, 1997
/s/ R. Julian McCamy
R. Julian McCamy
Director
July 24, 1997
01774418.W51
II-8
<PAGE>
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).]
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP.
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).
99 Form of Shaw Industries, Inc. 1997 Stock Incentive Plan.
[Incorporated herein by reference to Exhibit A to the
Registrant's Definitive Proxy Statement for the 1997 Annual
Meeting of Shareholders on April 24, 1997.]
EXHIBIT 5
[PGF&M LETTERHEAD]
August 6, 1997
Shaw Industries, Inc.
616 East Walnut Avenue
Dalton, Georgia 30722
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as counsel for Shaw Industries, Inc., a Georgia corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") of an aggregate of 5,000,000 shares (the "Shares") of
common stock, no par value per share, of the Company, to be offered and sold by
the Company pursuant to its 1997 Stock Incentive Plan (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the adoption of the Plan as we have deemed necessary and advisable.
In all such examinations, we have assumed the genuineness of all signatures
on all originals and copies of documents we have examined, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all certified, conformed or photostatic copies. As to questions of
fact material and relevant to our opinion, we have relied upon certificates or
representations of Company officials and of appropriate state, local and federal
officials.
We express no opinion as to matters under or involving laws other than the
laws of the State of Georgia.
Based upon and subject to the foregoing and having regard for such legal
consideration as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares upon receipt of lawful
consideration therefor pursuant to the Plan, such Shares will be
validly issued, fully paid and non-assessable.
<PAGE>
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
