Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MARTIN COLOR-FI, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0879569
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
306 Main Street, Edgefield, South Carolina 29824
(Address of principal executive offices and zip code)
MARTIN COLOR-FI, INC.
1994 INCENTIVE STOCK OPTION
AND STOCK APPRECIATION RIGHTS PLAN
(Full title of Plan)
Gregory W. Anderson, Esquire Copies to:
Corporate Counsel George S. King, Jr., Esquire
Martin Color-Fi, Inc. Suzanne Hulst Clawson, Esquire
306 Main Street Sinkler & Boyd, P.A.
Edgefield, South Carolina 29824 1426 Main Street, Suite 1200
(Name and address of agent for service) Columbia, South Carolina 29201
(803) 637-7000 (803) 779-3080
(Telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1) price per share(2) price(2) registration fee
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock,
<S> <C> <C> <C> <C>
no par value 1,505,165 shares $1.50 $2,257,747.50 $666.04
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the event
of stock splits, stock dividends or similar transactions pursuant to the
terms of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the bid and asked per share prices reported by the NASDAQ on
August 25, 1998.
Exhibit Index on page 6
<PAGE>
The contents of Registration Statement No. 333-15029 are incorporated
herein by reference. This Registration Statement is being filed to increase from
294,835 shares to 1,800,000 shares the number of shares issuable pursuant to the
Martin Color-Fi, Inc. 1994 Incentive Stock Option Plan and Stock Appreciation
Rights Plan and the number of shares registered for issuance pursuant thereto.
Amendments to the Plan are also included in Exhibit 4.1 to this filing.
Shareholder approval of the amendments was obtained at the 1998 Annual Meeting
of Shareholders.
The disclosure regarding accelerated payment on senior debt in default
reported in the Form 8-K filed with the Securities and Exchange Commission on
August 12, 1998 and incorporated herein by reference and in the Form 10-Q for
the quarter ended June 28, 1998 filed with the Securities and Exchange
Commission on August 17, 1998 and incorporated herein by reference should be
read in conjunction with the financial statements for the year ended December
31, 1997 included in the annual report on Form 10-K and also incorporated herein
by reference.
Item 8. Exhibits.
4.1 Martin Color-Fi, Inc. 1994 Incentive Stock Option and Stock
Appreciation Rights Plan, as amended.
4.2 Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1 filed March 4, 1993, as
amended, Registration No. 33-59124 (the "S-1 Registration
Statement")).
4.3 First Amendment to Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.2 of the
S-1 Registration Statement).
4.4 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.3 of the S-1 Registration Statement).
4.5 First Amendment to Amended and Restated Bylaws of the
Registrant (incorporated by reference to Exhibit 4.5 to the
Registrant's Form 10-Q for the quarter ended June 30, 1994).
5 Opinion of Sinkler & Boyd, P.A.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Sinkler & Boyd, P.A. (included in Exhibit 5).
24 Power of Attorney
2
<PAGE>
SIGNATURES
The Registrant
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 Edgefield, State of South Carolina on August 25,
1998.
MARTIN COLOR-FI, INC.
By: s/James F. Martin
----------------------------------------------
James F. Martin
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
indicated on August 25, 1998.
By: s/Bret J. Harris
--------------------------------------------
Bret J. Harris
Chief Financial Officer
(Principal Accounting and Financial Officer)
4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 25, 1998.
s/James F. Martin
- ------------------------
James F. Martin Chairman of the Board, Chief Executive
Officer and President
s/Gregory W. Anderson
- ------------------------
Gregory W. Anderson Corporate Counsel and Director
*s/W. Fred Davis, Jr.
- ------------------------
W. Fred Davis, Jr. Director
s/Bret J. Harris
- ------------------------
Bret J. Harris Director and Chief Financial Officer
*s/James C. Hite
- ------------------------
James C. Hite Director
*s/Jack J. Jackson
- -------------------------
Jack J. Jackson Director
*s/George L. Rainsford
- -------------------------
George L. Rainsford Director
*s/Bettis C. Rainsford
- -------------------------
Bettis C. Rainsford Director
*s/Jerry E. Trapnell
- -------------------------
Jerry E. Trapnell Director
*By: Bret J. Harris
-----------------------
Attorney-in-Fact
5
<PAGE>
EXHIBIT INDEX
EXHIBIT
4.1 Martin Color-Fi, Inc. 1994 Incentive Stock Option and Stock
Appreciation Rights Plan, as amended.
4.2 Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1 filed March 4, 1993, as
amended, Registration No. 33-59124 (the "S-1 Registration
Statement")).
4.3 First Amendment to Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.2 of the
S-1 Registration Statement).
4.4 Amended and Restated Bylaws of the Registrant (incorporated
by reference to Exhibit 3.3 of the S-1 Registration
Statement).
4.5 First Amendment to Amended and Restated Bylaws of the
Registrant (incorporated by reference to Exhibit 4.5 to the
Registrant's Form 10-Q for the quarter ended June 30, 1994).
5 Opinion of Sinkler & Boyd, P.A.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Sinkler & Boyd, P.A.
(included in Exhibit 5)
24 Power of Attorney
6
MARTIN COLOR-FI, INC.
1994 INCENTIVE STOCK OPTION AND
STOCK APPRECIATION RIGHTS PLAN
Section 1. Purpose.
The purposes of the 1994 Martin Color-Fi, Inc. Incentive Stock Option and
Stock Appreciation Rights Plan (the "Plan") are: (i) to provide incentives to
officers and other key employees of the Company upon whose judgment, initiative,
and efforts the long-term growth and success of the Company is largely
dependent; (ii) to assist the Company in attracting and retaining key employees
of proven ability; and (iii) to increase the identity of interests of such key
employees with those of the Company's shareholders by providing such employees
options to acquire Shares of the Company.
Section 2. Definitions.
a. "Board" means the Board of Directors of the Company.
b. "Company" means Martin Color-Fi, Inc. When used in the Plan with
reference to employment, "Company" shall include any subsidiary of the Company.
c. "Committee" means the committee referred to in Section 3 hereof.
d. "Fair Market Value" means the mean of the closing bid and asked
quotations in the over-the-counter market on the date the value of a Share is to
be determined, as reported by the National Association of Securities Dealers,
Inc. through NASDAQ; or, in the event the Shares are listed on any exchange, the
last sale price on such exchange on the date the value of a Share is to be
determined, or, if there are no sales on such date, the mean of the bid and
asked price for Shares on such exchange at the close of business on such date;
or, in the event, on the date the value of a Share is to be determined, the
Shares of the Company are not publicly traded, the Committee shall determine the
Fair Market Value of such Shares, in good faith, by appraisal and/or other
appropriate methods of valuation.
e. "Incentive Stock Option" means an option granted under the Plan which
qualifies as an incentive stock option under Section 422 of the Internal Revenue
Code 1986, as amended (the "Code").
f. "Nonqualified Option" means an option granted under the Plan which by
its terms does not qualify as an Incentive Stock Option.
g. "Share" or "Shares" means shares of the Common Stock, without par value,
of the Company.
1
<PAGE>
h. "Stock Appreciation Right" has the meaning set forth in Section 7(a)(i)
hereof.
i. "Stock Option" means an Incentive Stock Option or a Nonqualified Option
as the case may be.
j. "Subsidiary" means any company fifty (50%) percent or more of the voting
stock of which is owned or controlled, directly or, indirectly, by the Company.
k. "Tender Offer" means a tender offer or request or invitation for tenders
subject to regulation under Section 14(d) of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder, as the same may be
amended, modified, or superseded from time to time.
Section 3. Administration and Amendment.
a. Administration. The Plan shall be administered by the Board or by a
Committee appointed by the Board, which shall serve at the pleasure of the
Board. Such Committee shall be constituted solely of two or more Directors who
are not currently officers or employees of the Company or any of its
subsidiaries, and who qualify to administer the Plan as contemplated by Rule
16b-3 under the Securities Exchange Act of 1934, or any successor rule.
The Committee shall, in its sole discretion (i) determine the persons to
whom, and the time at which, Stock Options shall be granted, (ii) the number of
Shares to be subject to each Stock Option, (iii) the option price per share, and
(iv) the term of each Stock Option, or Stock Appreciation Right, and (v) the
number of Stock Appreciation Rights to be granted in tandem with stock options.
The Committee shall also interpret the Plan, prescribe, amend, and rescind rules
and regulations relating to the Plan, and make all other determinations
necessary or advisable for the administration of the Plan, and such
determinations shall be conclusive. The acts, at a meeting, of a majority of the
members of the Committee, or acts reduced to or approved in writing by all
members of the Committee, shall be acts of the Committee.
b. Amendment. The Plan and Stock Options and/or Stock Appreciation Rights
granted under the Plan may be amended, modified, or terminated by the Committee,
provided that:
i. No action with respect to an outstanding Stock Option or Stock
Appreciation Right may be taken that would adversely affect the
rights of the holder of such Stock Option or Stock Appreciation
Right without such holder's consent; and
ii. No amendment to the Plan shall become effective without approval
by the holders of a majority of all of the outstanding shares of
voting stock of the Company at an annual or special stockholders
meeting if such amendment would:
2
<PAGE>
(1) increase the number of Shares as to which Stock Options or
Stock Appreciation Rights may be granted under the Plan,
except as provided for in Section 4(b);
(2) extend the term of the Plan;
(3) change the minimum purchase or exercise price for the Stock
Optioned Shares or Stock Appreciation Rights, respectively,
except as provided in Section 4(b); or
(4) extend the Stock Option or Stock Appreciation Right period
provided in Sections 6(c), 7(b), or make a Stock Option or
Stock Appreciation Right Exercisable earlier than specified
in Sections 6(c)(i) or 7(b).
Section 4. Option Shares and Appreciation Rights.
a. Number. The maximum number of Shares that may be issued upon exercise of
Stock Options granted under the Plan is One Million Eight Hundred Thousand
(1,800,000) Shares of the no par value Common Stock of the Company.
The maximum number of Stock Appreciation Rights that may be granted in
tandem with Stock Options is One Million Eight Hundred Thousand (1,800,000).
b. Adjustments. The Committee shall appropriately adjust the number of
Shares subject to the Plan and the number and Stock Option price of Shares
subject to outstanding Stock Options or Stock Appreciation Rights in the event
of any change in outstanding Shares by reason of a share dividend,
recapitalization, merger, consolidation, split-up, combination, or exchange of
shares or other similar corporate change. The granting of a Stock Option or
Stock Appreciation Right pursuant to this Plan shall not affect in any way the
right or power of the Company to make adjustments, reorganizations,
reclassifications, or changes of its capital or business structure or to merge,
consolidate, dissolve, liquidate, or sell or transfer all or any part of its
business or assets.
c. Unexercised Stock Options or Stock Appreciation Rights. Shares subject
to unexercised Stock Options or Stock Appreciation Rights which expire or
terminate shall thereupon become available for the grant of additional Stock
Options or Stock Appreciation Rights to the same employee or other employees
without decreasing the aggregate number of Stock Option Shares and/or Stock
Appreciation Rights which may be granted under the Plan; or shall be available
for any lawful corporate purpose, provided, however, any Shares covered by a
Stock Option to which Stock Option rights have terminated by reason of the
exercise of Stock Appreciation Rights, as provided in Section 7, shall not be
available for the grant of Stock Options under the Plan.
3
<PAGE>
Section 5. Eligible Employees.
Stock Option and/or Stock Appreciation Rights may be granted by the
Committee to officers, directors, and other key employees of the Company. A
Director who is not employed by the Company is not eligible to receive any
Incentive Stock Option under the Plan. The fact that an employee has been
granted a Stock Option and/or a Stock Appreciation Right under this Plan shall
not in any way affect or qualify the right of the employer to terminate his
employment at any time. Nothing contained in this Plan shall be construed to
limit the right of the Company to grant Stock Options or Stock Appreciation
Rights otherwise than under the Plan for any proper and lawful purpose,
including, but not limited to, Stock Options or Stock Appreciation Rights
granted to key employees. Key employees to whom Stock Options and/or Stock
Appreciation Rights may be granted under the Plan will be those selected by the
Committee who, in the sole discretion of the Committee, have contributed in the
past or who may be expected to contribute materially in the future to the
successful performance of the Company.
Section 6. Options and Option Terms.
a. Designation of Options. Stock Options granted under the Plan are
intended to qualify as Incentive Stock Options. The Committee may, however, in
particular instances, grant Stock Options under the Plan which would not qualify
as Incentive Stock Options.
b. Options. The terms of each Stock Option shall be set forth in a written
Stock Option Agreement approved by the Committee, or a Stock Option or Stock
Appreciation Right Agreement approved by the Committee.
c. Terms of All Stock Options. The following terms and provisions shall
apply to all Stock Options granted under the Plan:
i. No Stock Option shall be exercisable either in whole or in part
within six (6) months after the date on which it is granted.
Thereafter, a Stock Option may be exercised with respect to all
Shares subject to the Stock Option or may be exercised with
respect to a specified number of Shares over a specified period
or periods as determined by the Committee, in its discretion, at
the time a Stock Option is granted.
ii. If the employment by the Company of the optionee is terminated
because of his retirement, or for any other reason except death
or disability, the optionee shall have the right at any time
within one month thereafter (but in any event no later than the
date of the expiration period) to exercise his option with
respect to the number of shares which were immediately
purchasable by him at the time of termination of employment, and
his right to purchase any remaining shares shall terminate
forthwith.
iii. The right to exercise any option granted hereunder shall be
forfeited in the event the optionee shall be dismissed or resign
as the consequence of the commission of a crime involving moral
turpitude.
d. Additional Provisions Relating to Incentive Stock Options. The following
additional terms and provisions shall apply to Incentive Stock Options granted
under the Plan;
i. No Stock Option may be granted under the Plan at an exercise
price per
4
<PAGE>
Share which is less than the Fair Market Value of a Share on the
date of grant.
ii. No Stock Option may be exercised more than ten (10) years after
the date of grant.
iii. Except as provided in Section 6(d)(v) and Section 6(d)(vi), a
Stock Option may be exercised only if the optionee has been
continuously employed by the Company since the date of grant of
the Stock Option. Whether authorized leave of absence or absence
for military or governmental service shall constitute a
termination of employment shall be determined by the Committee.
iv. In the event the optionee shall die or become disabled (as
defined in Section 22(e)(3) of the Code) while employed by the
Company, the Stock Option of such deceased or disabled optionee
may, subject to the ten year (10) year limitation in Sub-Section
6(c)(ii), be exercised within one (1) year from the date of the
optionee's death or disability, to the extent the optionee was
entitled to exercise such Stock Option on the date of his
disability, death, by the person or persons (including the
optionee's estate) to whom his rights under such Stock Option
shall have passed by will or by the laws of descent and
distribution or by his legal representative if the optionee is
disabled.
v. No Incentive Stock Option shall be granted to an employee who
possesses, directly or indirectly (within the meaning of Section
424(d) of the Code), at the time of grant, more than ten percent
(10%) of the voting power of all classes of stock of the Company,
unless the exercise price per Share is at least equal to one
hundred ten percent (110%) of the Fair Market Value of the Shares
subject to the Stock Option on the date the Stock Option is
granted and the Stock Option is not exercisable after the
expiration of Five (5) years from the date of grant.
vi. If, during any calendar year, Incentive Stock Options first
become exercisable by an individual for stock having an aggregate
fair market value in excess of $100,000 (determined as of the
date the related Stock Option was granted), the Stock Options
covering the Shares exceeding $100,000 will be treated as
nonqualified stock options. Stock Options covering Shares up to
$100,000 in value will continue to qualify as Incentive Stock
Options.
vii. For the Stock Option to be taxed as an Incentive Stock Option,
the Shares received from the exercise of the option must not be
disposed of before the later of one (1) year after the date of
transfer or two (2) years after the date of grant.
5
<PAGE>
e. Procedure for Exercise and Payment.
A Stock Option granted under the Plan may be exercised by the optionee by
giving written notice of exercise to the Committee (or the designee of the
Committee) of the Company. (See Section 12 for proper notice procedure.) The
exercise price for the Shares purchased shall be paid in full at the time such
notice is given. A Stock Option shall be deemed exercised on the date the
Company receives written notice of exercise, together with full payment of the
Shares purchased. The exercise price may be paid to the Company either in cash,
by check, by delivery to the Company of Shares already-owned by the optionee, or
by any combination thereof. The Committee may, however, at any time and in its
discretion, adopt guidelines limiting or restricting the use of already-owned
Shares to pay all or any portion of the exercise price. In the event
already-owned Shares are used to pay for a portion of the exercise price, the
amount credited to payment of the exercise price shall be the Fair Market Value
of the already-owned Shares on the date the Stock Option is exercised. The
Committee may also provide in any option agreement for cashless exercise of
options through a broker pursuant to such guidelines as the Committee may from
time to time adopt. In no case may a Stock Option be exercised for a fraction of
a Share.
Section 7. Stock Appreciation Rights.
a. A Stock Appreciation Right may be granted in tandem with any Stock
Option granted under this Plan.
i. Stock Appreciation Right as used in this Plan means a right of an
optionee to surrender his right to purchase all or any portion of
the Shares subject to his Stock Option issued in tandem with the
Stock Appreciation Right ("Unpurchased Shares") and to receive
from the Company, without payment to the Company, cash equal to
the excess of the aggregate Fair Market Value of the Unpurchased
Shares on the date the right is exercised over the aggregate
Stock Option price of the Unpurchased Shares.
ii. The exercise of a Stock Option right shall cause a correlative
reduction in Stock Appreciation Rights held by a participant, and
the exercise of a Stock Appreciation Right will cause a
correlative cancellation of Stock Option rights.
iii. The grant of a Stock Appreciation Right shall be evidenced by an
agreement in such form, and containing such terms as are not
inconsistent with this Plan, as the Committee shall from time to
time determine.
b. Exercise of Stock Appreciation Right. A Stock Appreciation Right shall
not be exercisable during the first six (6) months after it is granted.
Thereafter, a Stock Appreciation
6
<PAGE>
Right may be exercised as follows:
i. at any time the related Stock Option is exercisable; or
ii. with respect to any or all Shares subject to the related
Stock Option, during the thirty (30) day period commencing
on the date an offeror first acquires shares pursuant to a
Tender Offer and ending at the close of business on the
thirtieth day following such date.
In addition, a Stock Appreciation Right may only be exercised on a date or
dates on which the Fair Market Value of a Share exceeds the Stock Option price
per Share applicable to the related Stock Option.
c. Cancellation. The right of an optionee to exercise a Stock Appreciation
Right shall be canceled if and to the extent the related Stock Option is
exercised. The right of an optionee to exercise a Stock Option shall be canceled
if and to the extent that Shares covered by such Stock Option are used to
calculate cash received upon the exercise of a related Stock Appreciation Right.
d. Procedure for Exercise. An optionee shall exercise a Stock Appreciation
Right by giving written notice of such exercise, specifying the number of Shares
as to which the right is exercised, to the Committee. Provided the exercise is
valid and in accordance with the terms of the Plan, the Company shall after a
reasonable time after the receipt of a notice, pay to optionee the cash to which
he is entitled. (See Section 12 for proper notice procedures.)
Section 8. Cash Payment in Lieu of Exercise of Stock Option.
In the event of a Tender Offer, the Committee shall have the authority, in
its sole discretion, to authorize the payment (subject to the acquisition of
Shares by the offeror pursuant to a Tender Offer) to a holder of a Stock Option
granted under the Plan, in exchange for the cancellation of all or a part of
such holder's Stock Option, of cash in an amount not to exceed the excess of the
aggregate fair market value on the date of such cancellation (or, if higher, the
highest price paid for Shares pursuant to any Tender Offer for Shares which was
in effect at any time during the period between the commencement date of the
Tender Offer and the date of cancellation of the Stock Option) of the Shares
with respect which the Stock Option is being canceled over the aggregate option
price of such shares.
Section 9. Non-Transferability.
Stock Options or Stock Appreciation Rights granted hereunder may not be
sold, pledged, assigned, hypothecated, or transferred except by will or the laws
of descent and distribution and may be exercised during the lifetime of the
optionee only by such optionee. The Stock Appreciation Rights are only
transferrable when and under the same circumstances the underlying Stock Option
is transferred.
7
<PAGE>
Section 10. Conditions of Employment.
The granting of a Stock Option or Stock Appreciation Right under this Plan
shall impose no obligation on the Company or on any of its subsidiary
corporations to continue the employment of any participant, and shall not lessen
or affect the right to terminate such employment of the participant.
Participation under this Plan shall not affect eligibility for any profit
sharing, bonus, insurance, pension, or other extra-compensation plan which the
Company or its subsidiary corporations have previously adopted or may at any
time adopt for employees.
Section 11. Conditions Upon Granting of Stock Options and Issuance of
Certificates.
No Stock Option shall be granted and Shares shall not be issued upon the
exercise of a Stock Option unless the grant of a Stock Option, the exercise of
such Stock Option, and the issuance and delivery of the Shares pursuant thereto
shall comply with all relevant provisions of federal and state law, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed. No optionee shall be deemed a stockholder of the Company for any
purpose until he or she has properly exercised, at least in part, his or her
Stock Option, and until a Share certificate has been issued to such optionee by
the Company.
Section 12. Notices.
Whenever a Stock Option is granted under this Plan in respect of Stock
Option Shares, such Shares may be purchased by written notice of election prior
to the expiration of the Stock Option. Likewise, written notice is required to
exercise Stock Appreciation Rights. The notice to exercise Stock Options should
state the number of Shares with respect to which the Stock Option is being
exercised. The exercise notice for Stock Appreciation Rights shall state the
number of rights desired to be exercised and the desired method of payment. Each
notice relating to this Plan shall be in writing and delivered in person or sent
by certified or registered mail to the proper address. Each notice shall be
deemed to have been given on the date it is delivered (in the case of personal
delivery) or mailed. Each notice to the Company shall be addressed as follows:
Martin Color-Fi, Inc., P. O. Box 469, Edgefield, South Carolina 29824,
Attention: Stock Option Committee
Each notice to the optionee or other person or persons then entitled to
exercise a Stock Option or Stock Appreciation Right shall be addressed to the
optionee or such other person or persons at the optionee's address set forth in
the Stock Option. Anyone to whom a notice may be given under this Plan may
designate a new address by written notice to the other party to that effect.
8
<PAGE>
Section 13. Pronouns.
All pronouns used herein shall be deemed to refer to the masculine,
feminine, singular or plural, as the identity of the person or persons may
require.
Section 14. Expiration.
The Plan shall expire ten (10) years after the date it is approved by the
shareholders of the Company, unless sooner terminated pursuant to this Plan.
Section 15. Liquidation.
Upon the complete liquidation of the Company, any unexercised Stock Options
or Stock Appreciation Rights previously granted under this Plan shall be deemed
canceled, except as otherwise provided in paragraph 4(b) above on the occasion
of a merger or consolidation. In the event of the complete liquidation of a
subsidiary corporation, or in the event that such corporation ceases to be a
subsidiary corporation as that term is defined in paragraph 1 above, any
unexercised Stock Options or Stock Appreciation Rights previously granted to
participants employed by such corporation shall be deemed canceled unless such
participants shall become employed by the Company or by any other subsidiary
corporation on the occurrence of any such event.
Section 16. Compliance With Rule 16b-3.
With respect to persons to whom options are granted hereunder who are
subject to Section 16 of the Securities Exchange Act of 1934: (i) this Plan is
intended to comply with all applicable conditions of Rule 16b-3 or its
successors, (ii) all transactions involving insider- participants are subject to
such conditions, regardless of whether the conditions are expressly set forth in
the Plan, and (iii) any provision of the Plan or action by the Plan's
administrators that is contrary to a condition of Rule 16b-3 shall not apply to
insider-participants.
9
Sinkler & Boyd, P.A.
Attorneys at Law
The Palmetto Center
1426 Main Street, Suite 1200
Columbia, South Carolina 29201
(803) 779-3080
August 25, 1998
Martin Color-Fi, Inc.
306 Main Street
Edgefield, South Carolina 29824
Re: Registration Statement on Form S-8
Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"Act") of an additional 1,505,165 shares of the common stock (the "Common
Stock") of Martin Color-Fi, Inc., a South Carolina corporation (the "Company"),
for issuance pursuant to the Martin Color-Fi, Inc. 1994 Incentive Stock Option
and Stock Option Appreciation Rights Plan, we have examined such corporate
records, certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination it is our opinion that the Common
Stock, when issued upon the terms and conditions set forth in the Registration
Statement filed by the Company in connection with the registration of the Common
Stock, and upon receipt of the consideration therefor, will be legally issued,
fully paid and nonassessable.
We consent to be named in the Registration Statement as attorneys who
will pass upon certain legal matters in connection with the offering described
in the Registration Statement, and to the filing of a copy of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
Sinkler & Boyd, P.A.
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to registration of an additional 1,505,165 shares for
issuance pursuant to the 1994 Incentive Stock Option and Stock Appreciation
Rights Plan of Martin Color-Fi, Inc., of our report dated February 13, 1998,
except for the last paragraph of Note 6, as to which the date is March 4, 1998,
with respect to the consolidated financial statements and schedule of Martin
Color-Fi, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Greenville, South Carolina
August 25, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James F. Martin and Bret J. Harris,
jointly and severally, 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 to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and 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 each of
said attorneys-in-fact and agents, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Signature Title Date
s/James F. Martin
- -------------------------- August 14, 1998
James F. Martin Chairman of the Board, Chief
Executive Officer and President
s/Gregory W. Anderson
- -------------------------- August 14, 1998
Gregory W. Anderson Corporate Counsel and Director
s/W. Fred Davis, Jr.
- -------------------------- August 14, 1998
W. Fred Davis, Jr. Director
s/Bret J. Harris
- -------------------------- August 14, 1998
Bret J. Harris Director and Chief
Financial Officer
s/James C. Hite
- -------------------------- August 14, 1998
James C. Hite Director
s/Jack J. Jackson
- -------------------------- August 14, 1998
Jack J. Jackson Director
s/George L. Rainsford
- -------------------------- August 14, 1998
George L. Rainsford Director
s/Bettis C. Rainsford
- -------------------------- August 14, 1998
Bettis C. Rainsford Director
s/Jerry E. Trapnell
- -------------------------- August 14, 1998
Jerry E. Trapnell Director
