<PAGE> 1
As filed with the Securities and Exchange Commission on May 28, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
L. A. T SPORTSWEAR, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1724902
- ------------------------------- -----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1200 Airport Road
Ball Ground, Georgia 30107
----------------------------------------
(Address of principal executive offices)
1993 EMPLOYEE INCENTIVE PLAN
----------------------------
(Full Title of the Plan)
Isador E. Mitzner
1200 Airport Road
Ball Ground, Georgia 30107
(770) 479-1877
----------------------------------------------
(Name, address and telephone number, including
area code, of agent for service)
-------------------------------
Copies Requested to:
Arthur Jay Schwartz, Esq.
Smith, Gambrell & Russell
Suite 1800
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326
(404) 264-2620
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
- ----------- ---------- -------------- ------------------ -------------
<S> <C> <C> <C> <C>
Options and
underlying shares 475,000 $2.38 $1,130,500 $389.83
of Common Stock Shares
_____________________________________________________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon the
average of the high and low prices of the Common Stock on the Nasdaq National Market on May 22, 1996.
=====================================================================================================================
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 1995;
(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996; and
(c) the Company's Registration Statement on Form 8-A, as declared
effective by the Securities and Exchange Commission on January 25, 1994, to
register the Company's Common Stock, without par value, under Section 12(g) of
the Securities and Exchange Act of 1934, as amended, which Registration
Statement contains a description of the Common Stock.
Item 4. Description of Securities.
No response is required to this item.
Item 5. Interests of Named Experts and Counsel.
No response is required to this item.
Item 6. Indemnification of Officers and Directors.
As provided under Georgia law, the Company's Amended and Restated
Articles of Incorporation provide that a director shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
duty of care or any other duty owed to the Company as a director, except that
such provision shall not eliminate or limit the liability of a director (a) for
any appropriation, in violation of his duties, of any business opportunity of
the Company, (b) for acts or omissions which involve intentional misconduct or
a knowing violation of law, (c) for unlawful corporate distributions, or (d)
for any transaction from which the director received an improper personal
benefit.
Article VI of the Company's Amended and Restated Bylaws provides that
the Company shall indemnify a director who has been successful in the defense
of any proceeding to which he was a party or in defense of any claim, issue or
matter therein because he is or was a director of the Company, against
reasonable expenses incurred by him in connection with such defense.
The Company's Amended and Restated Bylaws also provide that the
Company is required to indemnify any director, officer, employee or agent made
a party to a proceeding because he is or was a
<PAGE> 3
director, officer, employee or agent against liability incurred in the
proceeding if he acted in a manner he believed in good faith or to be in or not
opposed to the best interests of the Company and, in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Determination concerning whether or not the applicable standard of conduct has
been met can be made by (a) a disinterested majority of the Board of Directors,
(b) a majority of a committee of disinterested directors, (c) independent legal
counsel, or (d) an affirmative vote of a majority of shares held by
disinterested stockholders. No indemnification may be made to or on behalf of
a director, officer, employee or agent (i) in connection with a proceeding by
or in the right of the Company in which such person was adjudged liable to the
Company or (ii) in connection with any other proceeding in which such person
was adjudged liable on the basis that personal benefit was improperly received
by him.
The Company may, if authorized by its stockholders by a majority of
votes which would be entitled to be cast in a vote to amend the Company's
Amended and Restated Articles of Incorporation, indemnify or obligate itself to
indemnify a director, officer, employee or agent made a party to a proceeding,
including a proceeding brought by or in the right of the Company.
Item 7. Exemption From Registration Claimed.
No response to this Item is required.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C> <C>
4.1 - Registrant's 1993 Employee Incentive Plan (as amended).
4.2 - Form of Incentive Stock Option Agreement.
5.1 - Opinion of Smith, Gambrell & Russell.
23.1 - Consent of Deloitte & Touche LLP.
23.2 - Consent of Smith, Gambrell & Russell (contained in their opinion filed as Exhibit 5.1).
24.1 - Power-of-Attorney of J. David Keller
24.2 - Power-of-Attorney of Kenneth L. Bernhardt.
24.3 - Power-of-Attorney of Nathan Koenigsberg.
24.4 - Power-of-Attorney of Irwin Lowenstein.
24.5 - Power-of-Attorney of A Gordon Tunstall.
</TABLE>
<PAGE> 4
Item 9. Undertakings.
(a) 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 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;
(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.
(b) 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 Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(h) 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 the question 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> 5
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 Atlanta, State of Georgia, on this 23rd day of
May, 1996.
L.A. T SPORTSWEAR, INC.
By: /s/ Isador E. Mitzner
-----------------------------------------
Isador E. Mitzner
Chairman of the Board and Chief Executive
Officer
(Principal Executive Officer)
By: /s/ David L. Shelton
------------------------------------------
David L. Shelton
Vice President, Chief Financial Officer and
Treasurer
(Principal Financial and Accounting Officer)
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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Isador E. Mitzner Chairman of the Board and May 23, 1996
- -------------------------------------- Chief Executive Officer
Isador E. Mitzner
* President, Secretary
- -------------------------------------- and Director
J. David Keller May 23, 1996
* Director May 23, 1996
- --------------------------------------
Kenneth L. Bernhardt
* Director May 23, 1996
- --------------------------------------
Nathan Koenigsberg
</TABLE>
[signatures continued on next page]
<PAGE> 6
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director May 23, 1996
- --------------------------------------
Irwin Lowenstein
* Director May 23, 1996
- --------------------------------------
A Gordon Tunstall
* By: /s/ Isador E. Mitzner
---------------------------------------
Isador E. Mitzner, pursuant to a
power-of-attorney filed as an
exhibit to this Registration Statement
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.1 Registrant's 1993 Employee Incentive Plan
(as amended)
4.2 Form of Incentive Stock Option Agreement
5.1 Opinion of Smith, Gambrell & Russell
23.1 Consent of Deloitte & Touche LLP
24.1 Power-of-Attorney of J. David Keller
24.2 Power-of-Attorney of Kenneth L. Bernhardt
24.3 Power-of-Attorney of Nathan Koenigsberg
24.4 Power-of-Attorney of Irwin Lowenstein
24.5 Power-of-Attorney of A Gordon Tunstall
</TABLE>
<PAGE> 1
EXHIBIT 4.1
<PAGE> 2
L.A. T SPORTSWEAR, INC.
1993 EMPLOYEE INCENTIVE PLAN
AS AMENDED
SECTION 1. GENERAL PURPOSE OF PLAN: DEFINITIONS.
The name of this plan is the L.A. T Sportswear, Inc. 1993 Employee
Incentive Plan (the "Plan"). The purpose of the Plan is to enable L.A. T
Sportswear, Inc. (the "Company") and its Subsidiaries and Affiliates to attract
and retain employees who contribute to the Company's success by their ability,
ingenuity and industry, and to enable such employees to participate in the
long-term success and growth of the Company through an equity interest in the
Company.
For purposes of the Plan, the following terms shall be defined as set
forth below:
(a) "Affiliate" means any corporation (other than a Subsidiary),
partnership, joint venture or any other entity in which the Company owns,
directly or indirectly, at least a 10 percent beneficial ownership interest.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means a felony conviction of a participant or the
failure of a participant to contest prosecution for a felony, or a
participant's willful misconduct or dishonesty, any of which is harmful to the
business or reputation of the Company or any Subsidiary or Affiliate.
(d) "Code" means the Internal Revenue Code of 1986, as amended, or
any successor thereto and the Treasury Regulations and rulings promulgated
thereunder.
(e) "Committee" means a committee of the Board appointed for the
purpose of administering the Plan, which committee shall consist exclusively of
Disinterested Persons.
(f) "Commission" means the Securities and Exchange Commission.
(g) "Company" means L.A. T Sportswear, Inc., a corporation
organized under the laws of the State of Georgia (or any successor
corporation).
(h) "Disability" means total and permanent disability as
determined under the Company's long term disability program.
(i) "Disinterested Person" shall have the meaning set forth in
Rule 16b-3(c) (2)(i) as promulgated by the Commission under the Securities
Exchange Act of 1934, or any successor definition adopted by the Commission.
<PAGE> 3
(j) "Early Retirement" means retirement from active employment
with the Company, any Subsidiary and any Affiliate pursuant to the early
retirement provisions of the applicable company pension plan.
(k) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor thereto.
(l) "Fair Market Value" means, as of any given date, the closing
price of the Stock on such date (or if no transactions were reported on such
date on the next preceding date on which transactions were so reported) on the
NASDAQ National Market System or if the Stock is not on such date listed on the
NASDAQ National Market System, on the principal market in which such Stock is
traded on such date.
(m) "Incentive Stock Option" means any Stock Option intended to be
and designated as an "incentive stock option" within the meaning of Section
422A of the Code.
(n) "Non-Qualified Stock Option" means any Stock Option that is
not an Incentive Stock Option.
(o) "Normal Retirement" means retirement from active employment
with the Company, any Subsidiary, and any Affiliate on or after the normal
retirement date specified in the applicable company pension plan.
(p) "Performance Award" means an award of shares of Stock or cash
to the executives pursuant to Section 8 contingent upon achieving certain
performance goals.
(q) "Plan" means this 1993 Management Incentive Plan.
(r) "Restricted Stock" means an award of shares of Stock that are
subject to restrictions under Section 7.
(s) "Retirement" means Normal or Early Retirement.
(t) "Stock" means the Common Stock of the Company.
(u) "Stock Appreciation Right" means a right granted under Section
6 which entitles the holder to receive a cash payment or an award of Stock in
an amount equal to the difference between (i) the Fair Market Value of the
Stock covered by such right at the date the right is granted, unless otherwise
determined by the Committee pursuant to Section 6 and (ii) the Fair Market
Value of the Stock covered by such right at the date the right is exercised
multiplied by the number of shares covered by the right.
(v) "Stock Option" means any option to purchase shares of Stock
granted to employees pursuant to Section 5.
-2-
<PAGE> 4
(w) "Subsidiary" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.
SECTION 2. ADMINISTRATION.
The Plan shall be administered by the Committee which shall at all
times consist of not less than three Disinterested Persons.
The Committee shall have the power and authority to grant to eligible
employees, pursuant to the terms of the Plan: (i) Stock Options; (ii) Stock
Appreciation Rights; (iii) Restricted Stock; or (iv) Performance Awards.
In particular, the Committee shall have the authority:
(i) to select the officers and other key employees of the
Company, its Subsidiaries, and its Affiliates to whom Stock Options,
Stock Appreciation Rights, Restricted Stock, or Performance Awards or
a combination of the foregoing from time to time will be granted
hereunder;
(ii) to determine whether and to what extent Incentive
Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Restricted Stock, or Performance Awards or a combination of the
foregoing, are to be granted hereunder;
(iii) to determine the number of shares of Stock to be
covered by each such award granted hereunder;
(iv) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted
hereunder including, but not limited to, any restriction on any Stock
Option or other award and or the shares of Stock relating thereto
based on performance and or such other factors as the Committee may
determine, in its sole discretion, and any vesting acceleration
features based on performance and or such other factors as the
Committee may determine, in its sole discretion;
(v) to determine whether, to what extent and under what
circumstances Stock and other amounts payable with respect to an award
under this Plan shall be deferred either automatically or at the
election of a participant, including providing for and determining the
amount (if any) of deemed earnings on any deferred amount during any
deferral period.
Subject to Section 10, the Committee shall have the authority to
adopt, alter and repeal such administrative rules, guidelines and practices
governing the Plan as it shall, from time to time, deem advisable; to interpret
the terms and provisions of the Plan and any award issued under the Plan (and
any agreements relating thereto); and to otherwise supervise the administration
of the Plan.
-3-
<PAGE> 5
All decisions made by the Committee pursuant to the provisions of the
Plan shall be final and binding on all persons, including the Company and Plan
participants.
SECTION 3. STOCK SUBJECT TO PLAN.
The total number of shares of Stock reserved and available for
distribution under the Plan shall be 475,000. Such shares may consist, in
whole or in part, of authorized and unissued shares or treasury shares.
If any shares of Stock that have been subject to option cease to be
subject to option, or if any shares subject to any Restricted Stock award
granted hereunder are forfeited or such award otherwise terminated, such shares
shall again be available for distribution in connection with future awards
under the Plan.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, a substitution or adjustment shall be made in the
aggregate number of shares reserved for issuance under the Plan, in the number
and option price of shares subject to outstanding Stock Options granted under
the Plan and in the number of shares subject to Restricted Stock awards granted
under the Plan as may be determined to be appropriate by the Committee, in its
sole discretion, provided that the number of shares subject to any award shall
always be a whole number. Such adjusted option price shall also be used to
determine the amount payable by the Company upon the exercise of any Stock
Appreciation Right associated with any Stock Option.
SECTION 4. ELIGIBILITY.
Officers and other key employees of the Company, its Subsidiaries or
its Affiliates (but excluding members of the Committee and any person who
serves only as a director) who are responsible for or contribute to the
management, growth and/or profitability of the business of the Company, its
Subsidiaries, or its Affiliates, are eligible to be granted Stock Options,
Stock Appreciation Rights, Restricted Stock or Performance Awards. The
optionees and participants under the Plan shall be selected from time to time
by the Committee, in its sole discretion, from among those eligible, and the
Committee shall determine, in its sole discretion, the number of shares covered
by each award or grant. No person who has a pecuniary interest (as such term
is defined in Rule 16a (1) of the Securities and Exchange Commission) in 10% or
more of the common stock of the Company shall be eligible for the granting of
stock options pursuant to the Plan.
SECTION 5. STOCK OPTIONS FOR EMPLOYEES.
Stock Options may be granted either alone or in addition to other
awards granted under the Plan. Any Stock Option granted under the Plan shall
be in such form as the Committee may from time to time approve, and the
provisions of Stock Option awards need not be the same with respect to each
optionee.
-4-
<PAGE> 6
The Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options.
The Committee shall have the authority to grant any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in
the case of Non-Qualified Stock Options with or without Stock Appreciation
Rights) except that Incentive Stock Options shall not be granted to employees
of an Affiliate. To the extent that any Stock Option does not qualify as an
Incentive Stock Option, it shall constitute a separate Non-Qualified Stock
Option.
Anything in the Plan to the contrary notwithstanding, no term of this
Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify either the Plan or any Incentive Stock Option
under Section 422A of the Code. Notwithstanding the foregoing, in the event an
optionee voluntarily disqualifies an option as an Incentive Stock Option within
the meaning of Section 422A of the Code, the Committee may, but shall not be
obligated to, make such additional grants, awards or bonuses as the Committee
shall deem appropriate, to reflect the tax savings to the Company which results
from such disqualification.
Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Committee shall deem
desirable:
(a) Option Price. The option price per share of Stock purchasable
under a Stock Option shall be determined by the Committee at the time of grant
but shall be not less than 100% of the Fair Market Value of the Stock on the
date of the grant of the Stock Option.
(b) Option Term. The term of each Stock Option shall be fixed by
the Committee, but no Stock Option shall be exercisable more than ten years
after the date such Stock Option is granted.
(c) Exercisability. Subject to paragraph (j) of this Section 5
with respect to Incentive Stock Options, Stock Options shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Committee at grant, provided, however, that except as
provided in paragraphs (f) and (g) of Section 5 and Section 13, unless a longer
vesting period is otherwise determined by the Committee at grant, no Stock
Option shall be exercisable for a period of six months after the date of the
grant of the option. If the Committee provides, in its discretion, that any
Stock Option is exercisable only in installments, the Committee may waive such
installment exercise provision at any time in whole or in part based on
performance and/or such other factors as the Committee may determine in its
sole discretion.
(d) Method of Exercise. Stock Options may be exercised in whole
or in part at any time during the option period, by giving written notice of
exercise to the Company specifying the number of shares to be purchased,
accompanied by payment in full of the purchase price, in cash, by check or such
other instrument as may be acceptable to the Committee. As determined by the
Committee, in its sole discretion, at or after grant, payment in full or in
part may also be made in the form of unrestricted Stock owned by the optionee
or, in the case of the exercise of a Non-Qualified Stock
-5-
<PAGE> 7
Option, Restricted Stock subject to an award hereunder may be used for payment
(based, in each case, on the Fair Market Value of the Stock on the date the
option is exercised, as determined by the Committee). If payment of the option
exercise price of a Non-Qualified Stock Option is made in whole or in part with
shares of Restricted Stock the shares received upon the exercise of such Stock
Option shall be restricted or deferred, as the case may be, in accordance with
the original term of the Restricted Stock award in question, except that the
Committee may direct that such restrictions or deferral provisions shall apply
only to the number of such shares equal to the number of shares of Restricted
Stock surrendered upon the exercise of such option. No shares of unrestricted
Stock shall be issued until full payment therefor has been made. An optionee
shall have the rights to dividends or other rights of a stockholder with
respect to shares subject to the option when the optionee has given written
notice of exercise and has paid in full for such shares.
(e) Non-transferability of Options. No Stock Option shall be
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution. All Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee.
(f) Termination by Death. Unless otherwise determined by the
Committee at grant, if any optionee's employment with the Company, any
Subsidiary, and any Affiliate terminates by reason of death, the Stock Option
may thereafter be immediately exercised, to the extent then exercisable (or on
such accelerated basis as the Committee shall determine at or after grant), by
the legal representative of the estate or by the legatee of the optionee under
the will of the optionee, for a period of three years from the date of such
death or until the expiration of the stated term of such Stock Option,
whichever period is the shorter.
(g) Termination by Reason of Disability. Unless otherwise
determined by the Committee at grant, if any optionee's employment with the
Company, and Subsidiary and any Affiliate terminates by reason of Disability,
any Stock Option held by such optionee may thereafter be exercised, to the
extent it was exercisable at the time of termination due to Disability (or on
such accelerated basis as the Committee shall determine at or after grant), but
may not be exercised after three years from the date of such termination of
employment or the expiration of the stated term of such Stock Option, whichever
period is the shorter; provided, however, that, if the optionee dies within
such three-year period, any unexercised Stock Option held by such optionee
shall thereafter be exercisable to the extent to which it was exercisable at
the time of death for a period of twelve months from the date of such death or
for the stated term of such Stock Option, whichever period is the shorter. In
the event of termination of employment by reason of Disability, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that
apply for purposes of Section 422A of the Code, such Stock Option will
thereafter be treated as a Non-Qualified Stock Option.
(h) Termination by Reason of Retirement. Unless otherwise
determined by the Committee at grant, if any optionee's employment with the
Company, any Subsidiary and any Affiliate terminates by reason of Normal or
Early Retirement, any Stock Option held by such optionee may thereafter be
exercised to the extent it was exercisable at the time of such Retirement (or
on such accelerated basis as the Committee shall determine at or after grant),
but may not be exercised after three years from the date of such termination of
employment or the expiration of the stated term of
-6-
<PAGE> 8
such Stock Option, whichever period is the shorter; provided, however, that, if
the optionee dies within such three-year period any unexercised Stock Option
held by such optionee shall thereafter be exercisable, to the extent to which
it was exercisable at the time of death, for a period of twelve months from the
date of such death or for the stated term of the Stock Option, whichever period
is the shorter. In the event of termination of employment by reason of
Retirement, if an Incentive Stock Option is exercised after the exercise
periods that apply for purposes of Section 422A of the Code, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option.
(i) Other Termination. Unless otherwise determined by the
Committee at grant, if an optionee's employment with the Company, any
Subsidiary and any Affiliate terminates for any reason other than death,
Disability or Normal or Early Retirement, the Stock Option shall thereupon
terminate, except that such Stock Option may be exercised for the lesser of
three months from the date of termination or the balance of such Stock Option's
term if the optionee's employment with the Company, and Subsidiary and any
Affiliate is involuntarily terminated by the optionee's employer without Cause.
(j) Limit on Value of Incentive Stock Option First Exercisable
Annually. To the extent that the aggregate Fair Market Value (determined at
the time the option is granted) of shares with respect to which Incentive Stock
Options are exercisable for the first time by an individual during any calendar
year (under all of the Company's option plans) exceeds $100,000, such options
shall be treated as options which are not Incentive Stock Options.
SECTION 6. STOCK APPRECIATION RIGHTS.
(a) Grant and Exercise When Granted in Conjunction With Stock
Options. Stock Appreciation Rights may be granted in conjunction with all or
part of any Stock Option granted under the Plan and may contain terms and
conditions different from those of the related Stock Option, except as
otherwise provided below. In the case of a Non-Qualified Stock Option, such
rights may be granted either at or after the time of the grant of such
Non-Qualified Stock Option.
A Stock Appreciation Right or applicable portion hereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, except that,
unless otherwise provided by the Committee at the time of grant, a Stock
Appreciation Right granted with respect to less than the full number of shares
covered by a related Stock Option shall only be reduced if and to the extent
that the number of shares covered by the exercise or termination of the related
Stock Option exceeds the number of shares not covered by the Stock Appreciation
Right.
A Stock Appreciation Right may be exercised by an optionee, in
accordance with paragraph (d) of this Section 6, by surrendering the applicable
portion of the related Stock Option. Upon such exercise and surrender, the
optionee shall be entitled to receive an amount determined in the manner
prescribed in paragraph (d) of this Section 6. Stock Options which have been
so surrendered, in whole or in part, shall no longer be exercisable to the
extent the related Stock Appreciation Rights have been exercised.
-7-
<PAGE> 9
(b) Grant and Exercise When Granted in Tandem With Stock Option.
Stock Appreciation Rights may be granted in tandem either at the time of grant
of a Non-Qualified Stock Option or at any time during the term of such Stock
Option. Stock Appreciation Rights are not permitted to be granted in tandem
with an Incentive Stock Option under this Plan.
A Stock Appreciation Right may be exercised at any time to the extent
that the Stock Option to which it relates is then exercisable, and shall be
subject to the conditions applicable to such Stock Option. When a Stock
Appreciation Right is exercised in accordance with Section 6(d), the Stock
Option to which it relates shall cease to be exercisable to the extent of the
number of shares with respect to which the Stock Appreciation Right is
exercised. Similarly, when an option is exercised, the Stock Appreciation
Right relating to the shares covered by such Stock Option exercise shall
terminate. Any Stock Appreciation Right which is outstanding on the last day
of the term of the Stock Option to which it is related shall be automatically
exercised on such date for cash or Common Stock, as determined by the
Committee, without any action by the optionee.
(c) Grant and Exercise When Granted Alone. Stock Appreciation
Rights may be granted at the discretion of the Committee in a manner not
related to an award of a Stock Option. A Stock Appreciation Right granted
under this Section 6(c) is not exercisable for a period of six months from the
date of grant, unless a longer period is otherwise determined by the Committee.
The Stock Appreciation Right, granted under Section 6(c), shall be exercisable
in accordance with Section 6(d) over a period not to exceed ten years. Any
Stock Appreciation Right which is outstanding on the last day of the
exercisable period shall be automatically exercised on such date for cash or
Common Stock, as determined by the Committee, without any action by the holder.
(d) Terms and Conditions. Stock Appreciation Rights shall be
subject to such terms and conditions, not inconsistent with the provisions of
the Plan, as shall be determined from time to time by the Committee, including
the following:
(i) Stock Appreciation Rights granted pursuant to Section
6(a) and 6(b) shall be exercisable only at such time or times and to
the extent that the Stock Options to which the Stock Appreciation
Rights relate shall be exercisable in accordance with the provisions
of Section 5 and this Section 6 of the Plan; provided, however, that
any Stock Appreciation Right granted subsequent to the grant of the
related Stock Option shall not be exercisable during the first six
months of the term of the Stock Appreciation Right, except that this
additional limitation shall not apply in the event of death or
Disability of the optionee prior to the expiration of the six-month
period.
(ii) Upon the exercise of a Stock Appreciation Right
granted pursuant to Section 6(a) or 6(b), an optionee shall be
entitled to receive an amount in cash or shares of Stock equal in
value to the excess of the Fair Market Value of one share of Stock
over the option price per share specified in the related Stock Option
multiplied by the number of shares in respect of which the Stock
Appreciation Right shall have been exercised, with the Committee
having the right to determine the form of payment. Upon the exercise
of a Stock Appreciation Right granted pursuant to Section 6(c), the
holder shall be entitled to receive an amount in cash or shares of
Stock equal in value to the excess of the Fair Market Value of one
share of Stock over the Fair Market Value
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<PAGE> 10
of one share of Stock at the date the Stock Appreciation Right was
granted multiplied by the number of shares in respect of which the
Stock Appreciation Right shall have been exercised, with the Committee
having the right to determine the form of payment.
(iii) No Stock Appreciation Right shall be transferable by
the holder otherwise than by will or the laws of descent and
distribution. All Stock Appreciation Rights shall be exercisable,
during the holder's lifetime, only by the holder.
(iv) Upon the exercise of a Stock Appreciation Right,
granted pursuant to Section 6(a) and Section 6(b) the Stock Option or
part thereof to which such Stock Appreciation Right is related shall
be deemed to have been exercised for the purpose of the limitation set
forth in Section 3 of the Plan on the number of shares of Stock to be
issued under the Plan.
(v) In its sole discretion, the Committee may provide, at
the time of grant of a Stock Appreciation Right under this Section 6,
that such Stock Appreciation Right can be exercised only in the event
of a "Change of Control" and/or a "Potential Change of Control" (as
defined in Section 12 below).
(vi) The Committee, in its sole discretion, may also
provide that in the event of a "Change of Control" and/or a "Potential
Change of Control" (as defined in Section 12 below) the amount to be
paid upon the exercise of a Stock Appreciation Right shall be based on
the "Change of Control Price" (as defined in Section 12 below).
(vii) Any exercise by a participant of all or a portion of
a Stock Appreciation Right for cash, may only be made during the
period beginning on the third business day following the date of the
Company's release of its quarterly or annual summary statements of
sales and earnings to the public and ending on the twelfth business
day following such date; provided, however, that the foregoing shall
not apply to any exercise by a participant of a Stock Appreciation
Right for cash where the date of exercise is automatic or fixed in
advance under the Plan and is outside the control of the participant.
SECTION 7. RESTRICTED STOCK.
(a) Administration. Shares of Restricted Stock may be issued
either alone or in addition to other awards granted under the Plan. The
Committee shall determine the officers and key employees of the Company and its
Subsidiaries and Affiliates to whom, and the time or times at which, grants of
Restricted Stock will be made, the number of shares to be awarded, the price,
if any, to be paid by the recipient of Restricted Stock (subject to Section
7(b) hereof), the time or times within which such awards may be subject to
forfeiture, and all other conditions of the awards. However, in no event shall
any restriction, including risk of forfeiture, attach to the Restricted Stock
for a term to exceed ten years from the date such Stock was granted. The
Committee may also condition the grant of Restricted Stock upon the attainment
of specified performance goals, or such other criteria as the Committee may
determine, in its sole discretion. The provisions of Restricted Stock awards
need not be the same with respect to each recipient.
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<PAGE> 11
(b) Awards and Certificates. The prospective recipient of an
award of shares of Restricted Stock shall not have any rights with respect to
such award, unless and until such recipient has executed an agreement
evidencing the award (a "Restricted Stock Award Agreement") and has delivered a
fully executed copy thereof to the Company, and has otherwise complied with the
then applicable terms and conditions.
(i) Awards of Restricted Stock must be accepted within a
period of 60 days (or such shorter period as the Committee may
specify) after the award date by executing a Restricted Stock Award
Agreement and paying whatever price, if any, is required.
(ii) Each participant who is awarded Restricted Stock
shall be issued a stock certificate in respect of such shares of
Restricted Stock.
Such certificate shall be registered in the name of the participant,
and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such award, substantially
in the following form:
"The transferability of this certificate and the
shares of stock represented hereby are subject to the terms
and conditions (including forfeiture) of the L.A. T
Sportswear, Inc. 1993 Management Incentive Plan and a
Restricted Stock Agreement entered into between the
registered owner and L.A. T Sportswear, Inc. Copies of such
Plan and Agreement are on file in the offices of L.A. T
Sportswear, Inc., 1180 Upper Hembree Road, Roswell, Georgia
30076."
(iii) The Committee shall require that the stock
certificates evidencing such shares be held in custody by the Company
until the restrictions thereon shall have lapsed, and that, as a
condition of any Restricted Stock award, the participant shall have
delivered a stock power, endorsed in blank, relating to the Stock
covered by such award.
(c) Restrictions and Conditions. The shares of Restricted Stock
awarded pursuant to this Section 7 shall be subject to the following
restrictions and conditions:
(i) Subject to the provisions of this Plan and Restricted
Stock Award Agreements, during the period of six months after the
award or such longer period as may be set by the Committee commencing
on the grant date (the "Restriction Period"), the participant shall
not be permitted to sell, transfer, pledge or assign shares of
Restricted Stock awarded under the Plan. Within these limits, the
Committee may, in its sole discretion, provide for the lapse of such
restrictions in installments and may accelerate or waive such
restrictions in whole or in part based on performance and/or such
other factors as the Committee may determine, in its sole discretion.
(ii) Except as provided in paragraph (c)(i) of this
Section 7, the participant shall have, with respect to the shares of
Restricted Stock, all of the rights of a stockholder of the Company,
including the right to receive any dividends.
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<PAGE> 12
Dividends paid in cash with respect to shares of Restricted
Stock shall not be subject to any restrictions or subject to
forfeiture. Dividends paid in stock of the Company or stock received
in connection with a stock split with respect to Restricted Stock
shall be subject to the same restrictions as on such Restricted Stock.
Certificates for shares of unrestricted Stock shall be delivered to
the participant promptly after, and only after, the period of
forfeiture shall expire without forfeiture in respect of such shares
of Restricted Stock.
(iii) Subject to the provisions of the Restricted Stock
Award Agreement and this Section 7, upon termination of employment for
any reason during the Restriction Period, all shares still subject to
restriction shall be forfeited by the participant, and the participant
shall only receive the amount, if any, paid by the participant for
such forfeited Restricted Stock.
(iv) In the event of special hardship circumstances of a
participant whose employment is involuntarily terminated (other than
for Cause), the Committee may, in it sole discretion, waive in whole
or in part any or all remaining restrictions with respect to such
participant's shares of Restricted Stock.
SECTION 8. PERFORMANCE AWARDS.
(a) Administration. Shares of Common Stock or a payment in cash
may be distributed under the Plan upon the attainment of achievement objectives
to an employee as a Performance Award. The Committee shall determine the
officers and key employees of the Company and its Subsidiaries and Affiliates
to whom the Performance Award is granted, the terms and conditions of the
achievement objectives, the term of the performance period and the level and
form of the payment of the Performance Award.
(b) Achievement Objectives. The Committee, at its sole discretion
may establish, under this Section 8, achievement objectives either in terms of
Company-wide objectives or in terms of objectives that are related to the
specific performance of the employee or the division, subsidiary, department or
function within the Company in which the employee is employed. A minimum level
of acceptance, at the discretion of the Committee, may be established.
If at the end of the performance period the specified objectives have
been attained, the employee is deemed to have fully earned the Performance
Award. If such achievement objectives have not been attained, the employee is
deemed to have partly earned the Performance Award and becomes eligible to
receive a portion of the total award, as determined by the Committee. If a
required minimum level of achievement has not been met, the employee is
entitled to no portion of the Performance Award. The Company may adjust the
payment of awards or the achievement objectives if events occur or
circumstances arise which would cause a particular payment or set of
achievement objectives to be inappropriate as a measure of performance.
(c) Terms and Conditions. An employee to whom a Performance Award
has been granted is given achievement objectives to be reached over a specified
period, the "performance
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<PAGE> 13
period". Generally this period shall be not less than 1 year but in no case
shall the period exceed 5 years.
Any employee granted a Performance Award pursuant to this Section 8
who by reason of death, disability or retirement terminates employment before
the end of the performance period is entitled to receive a portion of any
earned Performance Award.
An employee who terminates employment for any other reason forfeits
all rights under the Performance Award.
SECTION 9. LOAN PROVISIONS.
With the consent of the Committee, the Company may make, or arrange
for, a loan or loans to an employee with respect to the exercise of any Stock
Option granted under the Plan and/or with respect to the payment of the
purchase price, if any, of any Restricted Stock awarded hereunder. The
Committee shall have full authority to decide whether to make a loan or loans
hereunder and to determine the amount, term and provisions of any such loan or
loans, including the interest rate to be charged in respect of any such loan or
loans, whether the loan or loans are to be with or without recourse against the
borrower, the terms on which the loan is to be repaid and the conditions, if
any, under which the loan or loans may be forgiven.
SECTION 10. AMENDMENTS AND TERMINATION.
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the right of an
optionee or participant under a Stock Option, Stock Appreciation Right,
Restricted Stock, or Performance Award theretofore granted, without the
optionee's or participant's consent, or which without the approval of the
stockholders would:
a. except as expressly provided in this Plan,
increase the total number of shares reserved
for the purpose of the Plan;
b. decrease the option price of any Stock Option
to less than 100% of the Fair Market Value on
the date of the granting of the option;
c. change the participants or class of
participants eligible to participate in the
Plan; or
d. extend the maximum option period under
paragraph (b) of Section 5 of the Plan.
The Committee may amend the terms of any award or option
theretofore granted, prospectively or retroactively, but no such
amendment shall impair the rights of any holder without his consent.
The Committee may also substitute new Stock Options for previously
granted Stock
-12-
<PAGE> 14
Options including options granted under other plans applicable to the
participant and previously granted Stock Options having higher option prices.
SECTION 11. UNFUNDED STATUS OF PLAN.
The Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing set forth herein shall give any
such participant or optionee any rights that are greater than those of a
general creditor of the Company. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or a payment in lieu of or with respect
to awards hereunder, provided, however, that the existence of such trusts or
other arrangements is consistent with the unfunded status of the Plan.
SECTION 12. CHANGE OF CONTROL.
The following acceleration and valuation provisions shall apply in the
event of a "Change of Control" or "Potential Change of Control," as defined in
this Section 12:
(a) In the event of a "Change of Control" as defined in paragraph
(b) of this Section 12, unless otherwise determined by the Committee or the
Board in writing at or after grant, but prior to the occurrence of such Change
of Control, or, if and to the extent so determined by the Committee or the
Board in writing at or after grant (subject to any right of approval expressly
reserved by the Committee or the Board at the time of such determination) in
the event of a "Potential Change of Control," as defined in paragraph (c) of
this Section 12:
(i) any Stock Appreciation Rights and any Stock Options
awarded under the Plan which have been outstanding for at least six
months, if not previously exercisable and vested shall become fully
exercisable and vested;
(ii) with the exception of the six month restriction in
Section 7(c)(i), the restrictions and deferral limitations applicable
to any Restricted Stock award under the Plan shall lapse and such
shares and awards shall be deemed fully vested; and
(iii) the value of all outstanding Stock Options, Stock
Appreciation Rights, Restricted Stock or Performance Awards shall, to
the extent determined by the Committee at or after grant, be cashed
out on the basis of the "Change of Control Price" (as defined in
paragraph (d) of this Section 12) as of the date the Change of Control
occurs or Potential Change of Control is determined to have occurred,
or such other date as the Committee may determine prior to the Change
of Control or Potential Change of Control.
(b) For purpose of paragraph (a) of this Section 12, a "Change of
Control" means the happening of any of the following:
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<PAGE> 15
(i) when any "person", as such term used in Section 13(d)
and 14(d) of the Exchange Act (other than Isador Mitzner who owns
greater than twenty percent (20%) of the combined voting power of the
Company's outstanding securities, the Company or a Subsidiary or any
Company employee benefit plan (including its trustee)), is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly of securities of the Company representing
20 percent or more of the combined voting power of the Company's then
outstanding securities;
(ii) when, during any period of two consecutive years
during the existence of the Plan, the individuals who, at the
beginning of such period, constitute the Board cease, for any reason
other than death, to constitute at least a majority thereof, unless
each director who was not a director at the beginning of such period
was elected by, or on the recommendation of, at least two-thirds of
the directors at the beginning of such period; or
(iii) the occurrence of a transaction requiring stockholder
approval for the acquisition of the Company by an entity other than
the Company or a Subsidiary through purchase of assets, or by merger,
or otherwise.
(c) For purposes of paragraph (a) of this Section 12, a "Potential
Change of Control" means the happening of any of the following:
(i) the entering into an agreement by the Company, the
consummation of which would result in a Change of Control of the
Company as defined in paragraph (b) of this Section 12; or
(ii) the acquisition of beneficial ownership, directly or
indirectly, by any entity, person or group (other than the Company or
a Subsidiary or any Company employee benefit plan (including its
trustee)) of securities of the Company representing 5 percent or more
of the combined voting power of the Company's outstanding securities
and the adoption by the Board of Directors of a resolution to the
effect that a Potential Change of Control of the Company has occurred
for purposes of this Plan.
(d) For purposes of this Section 12, "Change of Control Price"
means the highest price per share paid in any transaction reported on the
NASDAQ National Market System or the New York Stock Exchange Composite Tape,
whichever then applies to the Stock, or paid or offered in any transaction
related to a potential or actual Change of Control of the Company at any time
during the preceding sixty day period as determined by the Committee, except
that in the case of Incentive Stock Options and Stock Appreciation Rights
relating to Incentive Stock Options, such price shall be based only on
transactions reported for the date on which the Committee decides to cash out
such options.
SECTION 13. GENERAL PROVISIONS.
(a) All certificates for shares of Stock delivered under
the Plan shall be subject to such stock transfer orders and other restrictions
as the Committee may deem advisable under the rules,
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<PAGE> 16
regulations, and other requirements of the Commission, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
(b) Nothing set forth in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of the
Plan shall not confer upon any employee or director of the Company, any
Subsidiary or any Affiliate, any right to continued employment (or, in the case
of a director, continued retention as a director) with the Company, a
Subsidiary or an Affiliate, as the case may be, nor shall it interfere in any
way with the right of the Company, a Subsidiary or an Affiliate to terminate
the employment of any of its employees at any time.
(c) Each participant shall, no later than the date as of which the
value of an award first becomes includable in the gross income of the
participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any Federal,
state, or local taxes of any kind required by law to be withheld with respect
to the award. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements and the Company (and, where
applicable, its Subsidiaries and Affiliates), shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the participant. A participant may irrevocably elect to have
the withholding tax obligations or, in the case of all awards hereunder except
Stock Options which have related Stock Appreciation Rights, if the Committee so
determines, any additional tax obligation with respect to any awards hereunder
satisfied by (a) having the Company withhold shares of Stock otherwise
deliverable to the participant with respect to the award or (b) delivering to
the Company shares of unrestricted Stock; provided, however, that any such
election shall be made either (i) during one of the "window" periods described
in section (e)(3)(iii) of Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, or (ii) at least six months prior to the date income is recognized
with respect to the award.
(d) At the time of grant or purchase, the Committee may provide in
connection with any grant or purchase made under this Plan that the shares of
Stock received as a result of such grant or purchase shall be subject to a
right of first refusal, pursuant to which the participant shall be required to
offer the Company any shares that the participant wishes to sell, with the
price being the then Fair Market Value of the Stock, subject to provisions of
Section 13 hereof and to such other terms and conditions as the Committee may
specify at the time of grant.
(e) No member of the Board or the Committee, nor any officer or
employee of the Company acting on behalf of the Board or the Committee, shall
be personally liable for any action, determination, or interpretation taken or
made in good faith with respect to the Plan, and all members of the Board or
the Committee and each and any officer or employee of the Company acting on
their behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company in respect of any such action, determination or
interpretation.
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<PAGE> 17
SECTION 14. EFFECTIVE DATE OF PLAN.
The Plan shall be effective on the date it is approved by a majority
vote of the Company's stockholders.
SECTION 15. TERM OF PLAN.
No Stock Option, Stock Appreciation Right, Restricted Stock or
Performance Award shall be granted pursuant to the Plan on or after the tenth
anniversary of the date of stockholder approval, but awards theretofore granted
may extend beyond that date.
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<PAGE> 1
EXHIBIT 4.2
<PAGE> 2
L.A.T SPORTSWEAR, INC.
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT ("Option Agreement") is made and
entered into this 1st day of April, 1995, by and between L.A.T SPORTSWEAR,
INC., a Georgia corporation (the "Company") and _______________ ("Employee");
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company has adopted that
certain 1993 Employee Incentive Plan, as amended (the "Plan"), a copy of which
is attached hereto as Exhibit "A" and incorporated herein by reference.
Pursuant to the terms of the Plan, the Stock Option Committee of the Board of
Directors has selected Employee to participate in the Plan and desires to grant
to Employee certain incentive stock options to purchase shares of the Company's
authorized Common Stock ("Stock"), subject to the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises, agreements
and covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. INCORPORATION OF PROVISIONS
This Option Agreement is subject to and is to be construed in all
respects in a manner which is consistent with the terms of the Plan, the
provisions of which are hereby incorporated by reference into this Option
Agreement. Unless specifically provided otherwise, all terms used in this
Option Agreement shall have the same meaning as in the Plan.
2. GRANT OF OPTION
Subject to the further terms and conditions of this Option Agreement,
Employee is hereby granted an incentive stock option to purchase __________
shares of Stock, effective as of the date first written above. This stock
option is intended to be an Incentive Stock Option as provided in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
3. FAIR MARKET VALUE OF STOCK
The Board of Directors has determined, in good faith and in its best
judgment, that the fair market value per share of Stock as of the date this
incentive stock option is granted is $_________.
4. OPTION PRICE
The Board of Directors has determined that the price for each share of
Stock purchased under this Option Agreement shall be $_________.
<PAGE> 3
5. VESTING AND EXPIRATION OF OPTIONS
The option to acquire Stock pursuant to this Option Agreement shall
vest as to __________ shares of Stock on each of the first, second, third and
fourth anniversary dates hereof. The option shall lapse and shall not be
exercisable, and this Option Agreement shall terminate, upon the first to occur
of the following:
(a) March 31, 2005;
(b) The date which is the 31st day following the date upon
which Employee ceases to be employed by the Company, or any majority-owned
subsidiary of the Company, otherwise than as a result of Employee's death or
disability;
(c) The date which is the first anniversary of the date upon
which Employee ceases to be employed by the Company, or any majority-owned
subsidiary of the Company, by reason of Employee's physical or mental
disability; or
(d) The date upon which Employee ceases his employment with the
Company, or any majority-owned subsidiary of the Company, for any reason,
including death or disability, with respect to any portion of this option which
is not then vested and exercisable on the date Employee ceases his employment
with the Company; provided, however, that any option to acquire shares of Stock
that has vested but has not been exercised by Employee prior to Employee's
death may be exercised by Employee's estate for up to one (1) year following
the anniversary of Employee's death, at which time the option shall lapse and
shall not be exercisable and this Option Agreement shall terminate.
6. EXERCISE OF OPTION
Unless options hereunder shall earlier lapse or expire pursuant to
Article 5 hereof, this option may be exercised with respect to the aggregate
number of shares subject to this Option Agreement which are vested at any time
after the first anniversary of the date hereof.
To the extent such options become exercisable in accordance with the
foregoing, Employee may exercise this incentive stock option, in whole or in
part from time to time. The option exercise price may be paid by Employee
either in cash or by surrender of other shares of Stock of the Company held by
Employee. Employee shall be given credit against the option exercise price
hereunder for such shares surrendered equal to the average of the closing bid
and asked prices as reported by the NASDAQ System, or such other market
reporting system as shall then be the primary quotation market for the Stock,
on the day preceding exercise of the option, or, if there were no such actual
closing bid and asked prices for such date, on the date next preceding such
date on which such prices were available. The aggregate fair market value
(determined as of the time the option is granted) of the shares with respect to
which incentive stock options under this Plan (and any other incentive stock
option plans maintained by the Company and its subsidiaries) are exercisable
for the first time by any individual during any calendar year shall not exceed
$100,000.
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<PAGE> 4
7. MANNER OF EXERCISE
This incentive stock option may be exercised by written notice to the
Plan Administrator specifying the number of shares to be purchased and signed
by Employee or such other person who may be entitled to acquire Stock under
this Option Agreement. If any such notice is signed by a person other than
Employee, such person shall also provide such other information and
documentation as the Board of Directors may reasonably require to assure that
such person is entitled to acquire Stock under the terms of the Plan and this
Option Agreement.
8. RESTRICTIONS ON TRANSFERABILITY
The incentive stock option granted hereunder shall not be transferable
by Employee otherwise than by will or by the laws of descent and distribution,
and such incentive stock option shall be exercisable during Employee's lifetime
only by Employee.
9. FURTHER RESTRICTIONS ON EXERCISE AND SALE OF STOCK
Neither this option nor any portion thereof shall be exercisable at any
time during which there is not on file with the Securities and Exchange
Commission an effective Registration Statement covering the option shares on
Form S-8, or another form promulgated by the Securities and Exchange
Commission.
Nothing contained in this section shall be construed to obligate the
Company to, or to grant any right to the holder of this option to, cause the
Company to file any Registration Statement; or, if any such Registration
Statement is filed, to prepare any additional prospectus, to file any
amendments to the Registration Statement, or to continue said Registration
Statement in effect.
If at any time during which this option is otherwise exercisable
according to its terms there is no effective Registration Statement on file
with the Securities and Exchange Commission covering the shares then acquirable
hereunder, the Stock Option Committee or the Board of Directors may, in its
sole discretion, permit this option to be exercised by the holder hereof, upon
its satisfaction that the offer and sale of such option shares to the option
holder is exempt in fact from the registration requirements of the Securities
Act of 1933, as amended, and such state securities laws as shall be applicable,
and may condition such exercise upon its receipt of such representations,
factual assurances and legal opinions as it shall deem necessary to determine
and document the availability of any such exemption and may further condition
such exercise upon such undertakings by the holder hereof or such restriction
upon the transferability of the shares to be acquired hereunder as it shall
determine to be necessary to effectuate and protect the claim to any such
exemption.
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<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this the Option Agreement to
be executed in one or more counterparts by a member of the Board of Directors
or a duly authorized officer of the Company, and Employee has executed this
Option Agreement as of the date first above written.
L.A.T SPORTSWEAR, INC.
By:
------------------------------------------
Chairman, President or Vice President
"EMPLOYEE"
---------------------------------------------
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<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
Arthur Jay Schwartz
(404) 264-2632
May 23, 1996
Board of Directors
L.A. T Sportswear, Inc.
1200 Airport Road
Ball Ground, Georgia 30107
RE: L.A. T Sportswear, Inc.
Registration Statement on Form S-8
475,000 Shares of Common Stock no par value
L.A. T Sportswear, Inc. 1993 Employee Incentive Plan
Gentlemen:
We have acted as counsel for L.A. T Sportswear, Inc. (the "Company")
in connection with the registration of 475,000 shares of its Common Stock, no
par value per share (the "Shares"), to be issued under the Company's 1993
Employee Incentive Plan, as amended (the "Plan"), pursuant to a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, covering the Shares.
In connection therewith, we have examined the following:
10. The Amended and Restated Articles of Incorporation of the
Company, certified by the Secretary of State of the State of
Georgia;
11. The Amended and Restated By-Laws of the Company, certified as
complete and correct by the Secretary of the Company;
12. The minute book of the Company, certified as correct and
complete by the Secretary of the Company;
13. Certificate of Existence with respect to the Company, issued
by the Secretary of State of the State of Georgia; and
14. The Registration Statement, including all exhibits thereto.
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion
that:
<PAGE> 3
Board of Directors
L.A. T Sportswear, Inc.
May 23, 1996
Page 2
(A) The Company has been duly incorporated under the laws of the
State of Georgia and is validly existing and in good standing
under the laws of that state.
(B) The Shares covered by the Registration Statement have been
legally authorized and when issued in accordance with the
terms described in said Registration Statement, will be
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement on Form S-8 and to the reference to this
firm under the caption "Legal Matters" in the Prospectus. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
SMITH, GAMBRELL & RUSSELL
/s/ Arthur Jay Schwartz
-------------------------------
Arthur Jay Schwartz
AJS:kdhs
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
L.A. T Sportswear, Inc. on Form S-8 of our report dated March 9, 1996
(March 29, 1996 as to Note 8), appearing in the Annual Report on Form 10-K of
L.A. T Sportswear, Inc. for the year ended December 30, 1995 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
Deloitte & Touche LLP
Atlanta, Georgia
May 23, 1996
<PAGE> 1
EXHIBIT 24.1
<PAGE> 2
STATE OF GEORGIA
COUNTY OF CHEROKEE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, J. David Keller, a Director of
L.A. T SPORTSWEAR, INC., a Georgia corporation, do constitute and appoint
Isador E. Mitzner and David L. Shelton, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, the
Registration Statements on Form S-8 for L.A. T SPORTSWEAR, INC., in connection
with its 1993 Employee Incentive Plan and Outside Directors Incentive Plan, and
to file the same with the Securities and Exchange Commission, together with all
exhibits thereto and other documents in connection therewith, and to sign on my
behalf and in my stead, in any and all capacities, any amendments to said
Registration Statements, incorporating such changes as the said
attorneys-in-fact deem appropriate, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day
of April, 1996.
/s/ J. David Keller
-----------------------
J. David Keller
ACKNOWLEDGEMENT
BEFORE me this 29 day of April, 1996, came J. David Keller, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ June E. Beasley
----------------------------------------
NOTARY PUBLIC
State of Georgia
-------------------------------
My Commission Expires:
My Commission Expires April 5, 1997
----------------------------------------
<PAGE> 1
EXHIBIT 24.2
<PAGE> 2
STATE OF GEORGIA
COUNTY OF FULTON
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Kenneth L. Bernhardt, a
Director of L.A. T SPORTSWEAR, INC., a Georgia corporation, do constitute and
appoint Isador E. Mitzner and David L. Shelton, and each of them, my true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, the
Registration Statements on Form S-8 for L.A. T SPORTSWEAR, INC., in connection
with its 1993 Employee Incentive Plan and Outside Directors Incentive Plan, and
to file the same with the Securities and Exchange Commission, together with all
exhibits thereto and other documents in connection therewith, and to sign on my
behalf and in my stead, in any and all capacities, any amendments to said
Registration Statements, incorporating such changes as the said
attorneys-in-fact deem appropriate, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 8 day of
May, 1996.
/s/ Kenneth L. Bernhardt
-----------------------------------------
Kenneth L. Bernhardt
ACKNOWLEDGMENT
BEFORE me this 08 day of May, 1996, came Kenneth L. Bernhardt,
personally known to me, who in my presence did sign and seal the above and
foregoing Power of Attorney and acknowledged the same as his true act and deed.
/s/ Joseph L. Poindexter
-----------------------------------------
NOTARY PUBLIC
State of Georgia
--------------------------------
My Commission Expires:
April 05, 1998
-----------------------------------------
<PAGE> 1
EXHIBIT 24.3
<PAGE> 2
STATE OF NORTH CAROLINA
COUNTY OF UNION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Nathan Koenigsberg, a Director
of L.A. T SPORTSWEAR, INC., a Georgia corporation, do constitute and appoint
Isador E. Mitzner and David L. Shelton, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, the
Registration Statements on Form S-8 for L.A. T SPORTSWEAR, INC., in connection
with its 1993 Employee Incentive Plan and Outside Directors Incentive Plan, and
to file the same with the Securities and Exchange Commission, together with all
exhibits thereto and other documents in connection therewith, and to sign on my
behalf and in my stead, in any and all capacities, any amendments to said
Registration Statements, incorporating such changes as the said
attorneys-in-fact deem appropriate, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30 day
of April, 1996.
/s/ Nathan Koenigsberg
------------------------------------
Nathan Koenigsberg
ACKNOWLEDGEMENT
BEFORE me this 30th day of April, 1996, came Nathan Koenigsberg,
personally known to me, who in my presence did sign and seal the above and
foregoing Power of Attorney and acknowledged the same as his true act and deed.
/s/ Anita C. Walker
-------------------------------------
NOTARY PUBLIC
State of North Carolina
My Commission Expires:
June 11, 2000
-------------------------------------
<PAGE> 1
EXHIBIT 24.4
<PAGE> 2
STATE OF GEORGIA
COUNTY OF DEKALB
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Irwin Lowenstein, a Director
of L.A. T SPORTSWEAR, INC., a Georgia corporation, do constitute and appoint
Isador E. Mitzner and David L. Shelton, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, the
Registration Statements on Form S-8 for L.A. T SPORTSWEAR, INC., in connection
with its 1993 Employee Incentive Plan and Outside Directors Incentive Plan, and
to file the same with the Securities and Exchange Commission, together with all
exhibits thereto and other documents in connection therewith, and to sign on my
behalf and in my stead, in any and all capacities, any amendments to said
Registration Statements, incorporating such changes as the said
attorneys-in-fact deem appropriate, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day
of April, 1996.
/s/ Irwin Lowenstein
------------------------------------
Irwin Lowenstein
ACKNOWLEDGEMENT
BEFORE me this 30th day of April, 1996, came Irwin Lowenstein,
personally known to me, who in my presence did sign and seal the above and
foregoing Power of Attorney and acknowledged the same as his true act and deed.
/s/ Judy J. Ostoga
------------------------------------
NOTARY PUBLIC
State of Georgia
---------------------------
My Commission Expires:
July 22, 1998
------------------------------------
<PAGE> 1
EXHIBIT 24.5
<PAGE> 2
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, A. Gordon Tunstall, a Director
of L.A. T SPORTSWEAR, INC., a Georgia corporation, do constitute and appoint
Isador E. Mitzner and David L. Shelton, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, the
Registration Statements on Form S-8 for L.A. T SPORTSWEAR, INC., in connection
with its 1993 Employee Incentive Plan and Outside Directors Incentive Plan, and
to file the same with the Securities and Exchange Commission, together with all
exhibits thereto and other documents in connection therewith, and to sign on my
behalf and in my stead, in any and all capacities, any amendments to said
Registration Statements, incorporating such changes as the said
attorneys-in-fact deem appropriate, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 3rd day
of May, 1996.
/s/ A. Gordon Tunstall
---------------------------------------------
A. Gordon Tunstall
ACKNOWLEDGEMENT
BEFORE me this 3rd day of May, 1996, came A. Gordon Tunstall,
personally known to me, who in my presence did sign and seal the above and
foregoing Power of Attorney and acknowledged the same as his true act and deed.
Debra Jean Alderman
--------------------------------------------
NOTARY PUBLIC
State of Florida
-----------------------------------
My Commission Expires:
My Commission CC283251 Expires May 04, 1997
--------------------------------------------
Bonded by ANB 800-852-5876
--------------------------------------------
