<PAGE>
As filed with the Securities and Exchange Commission on June 25, 1998
Registration No. 333-
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
Pillowtex Corporation
(Exact name of registrant as specified in its charter)
Texas 75-2147728
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4111 Mint Way
Dallas, Texas 75237
(214) 333-3225
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
PILLOWTEX CORPORATION
1993 STOCK OPTION PLAN
(Full title of the plan)
Nelson A. Bangs, Esq.
Senior Vice President and General Counsel
Pillowtex Corporation
4111 Mint Way
Dallas, Texas 75237
(214) 333-3225
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Aggregate
Securities to to be Price per Offering Registration
be Registered Registered(1) Share(2) Price(2) Fee (2)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value . .500,000 $42.59 $21,295,000 $6,282.03
- -------------------------------------------------------------------------------
<FN>
- ------------------
(1) Represents shares issuable pursuant to the Pillowtex Corporation 1993
Stock Option Plan, as Amended and Restated (the "Plan"). Pursuant to
Rule 416, under the Securities Act of 1933, as amended, there are also
registered hereby such indeterminate number of shares of Common Stock as
may become issuable as a result of the operation of the antidilution
provisions of the Plan.
(2) Calculated pursuant to Rule 457(h), based on the average of the reported
high and low sale prices of shares of the Common Stock on the New York
Stock Exchange on June 22, 1998.
</TABLE>
<PAGE>
EXPLANATORY NOTE
In accordance with the provisions of General Instruction E of Form S-8, the
Registrant hereby incorporates by reference the contents of the Registrant's
earlier Registration Statement on Form S-8 (Commission File No. 33-65408).
PART II
Item 8. Exhibits.
Exhibit
Number Description of Exhibit
- -------- ----------------------
4.1 Pillowtex Corporation 1993 Stock Option Plan, as amended and
restated (attached as Appendix A to Pillowtex Corporation's
Proxy Statement on Schedule 14A for the Annual Meeting of
Shareholders held on May 4, 1998 and incorporated herein by
reference)
5.1 Opinion of Nelson A. Bangs, Esq., Senior Vice President and
General Counsel of the Registrant
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Ernst & Young LLP
23.3 Consent of Nelson A. Bangs (included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page hereof)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Dallas, State of Texas on
June 26, 1998.
PILLOWTEX CORPORATION
By: /s/ Charles M. Hansen, Jr.
Chairman of the Board of Directors
and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
Charles M. Hansen, Jr., Jeffrey D. Cordes and Nelson A. Bangs and each of them
(with full power in each of them to act alone), 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 and to
file with the Securities and Exchange Commission and the securities regulatory
authorities of the several states registration statements, any amendment or
post-effective amendments or any and all other documents in connection
therewith, in connection with the registration under the Securities Act of
1933, as amended, or the registration or qualification under any applicable
state securities laws or regulations, of shares of Common Stock issuable
pursuant to the Pillowtex Corporation 1993 Stock Option Plan, 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 and necessary to be
done, 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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated.
Signatures Title Date
---------- ----- ----
/s/ Charles M. Hansen, Jr. Chairman of the June 25, 1998
Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
/s/ Jeffrey D. Cordes President, Chief Operating June 25, 1998
Officer and Director
(Principal Financial and
Accounting Officer)
/s/ Christopher N. Baker Director June 25, 1998
/c/ Kevin M. Finlay Director June 25, 1998
/s/ Scott E. Shimizu Director June 25, 1998
/s/ Mary R. Silverthorne Director June 25, 1998
/s/ Paul G. Gillease Director June 25, 1998
/s/ William B. Madden Director June 25, 1998
/s/ M. Joseph McHugh Director June 25, 1998
/s/ Ralph W. La Rovere Director June 25, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Pillowtex Corporation 1993 Stock Option Plan, as amended and
restated (attached as Appendix A to Pillowtex Corporation's Proxy
Statement on Schedule 14A for the Annual Meeting of Shareholders
held on May 4, 1998 and incorporated herein by reference)
5.1 Opinion of Nelson A. Bangs, Esq., Senior Vice President and
General Counsel of the Registrant
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Ernst & Young LLP
23.3 Consent of Nelson A. Bangs (included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page hereof)
<PAGE> Exhibit 5.1
PILLOWTEX CORPORATION
4111 Mint Way
Dallas, Texas 75237
(214) 333-3225
June 25, 1998
Securities and Exchange Commission
450 5th St. N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Registration on Form S-8 of 500,000 Shares of Common Stock,
par value $0.01 per share, of Pillowtex Corporation
Ladies and Gentelemen:
I am Senior Vice President and General Counsel of Pillowtex Corporation, a
Texas corporation (the "Company"), and this opinion is furnished to you in
connection with the registration of 500,000 shares (the "Shares") of Common
Stock, par value $0.01 per share, of the Company pursuant to the Company's
Registration Statement on Form S-8 (the "Registration Statement").
I have examined such documents, records and matters of law as I have deemed
necessary for purposes of this opinion. Based on such examination and on the
assumptions set forth below, I am of the opinion that the Shares are duly
authorized and, when issued and delivered in accordance with the provisions of
the Company's 1993 Stock Option Plan, as Amended and Restated (the "Plan"),
against payment of the consideration therefor as provided in the Plan and
having a value of not less than par value thereof, will be validly issued,
fully paid and nonassessable.
In rendering the foregoing opinion, (i) I have assumed and have not
independently verified (a) that all signatures on all certificates and other
documents examined by me are genuine, and that where any such signature
purports to have been made in a corporate, governmental or other capacity,
the persons who affixed such signature to the certificate or the document had
authority to do so, and (b) the authenticity of all documents submitted to me
as originals and the conformity to original documents of all documents
submitted to me as copies, and (ii) as to certain factual matters, I have
relied upon certificates of public officials and of the Company and its
officers and have not independently checked or verified the accuracy of the
factual statements contained therein. In addition, my examination of matters
of law has been limited to the Texas Business Corporation Act and the federal
laws of the United States of America, in each case as in effect on the date
hereof.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/S/ Nelson A. Bangs
Senior Vice President
and General Counsel
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Pillowtex Corporation:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Dallas, Texas
June 25, 1998
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Pillowtex Corporation:
We consent to the incorporation by reference in the Registration Statement of
Pillowtex Corporation (Form S-8) pertaining to the Pillowtex Corporation 1993
Stock Option Plan of our report dated January 31, 1997, with respect to the
consolidated financial statements of Fieldcrest Cannon, Inc. for the year ended
December 31, 1996 included in the Annual Report (Form 10-K) of Pillowtex
Corporation for the year ended January 3, 1998.
/s/ ERNST & YOUNG LLP
Greensboro, North Carolina
June 24, 1998
