<PAGE> 1
As Filed With the Securities and Exchange Commission on January 29, 1997
Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
------------
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
CONSO PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
South Carolina 57-0986680
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
513 North Duncan Bypass
Post Office Box 326
Union, South Carolina 29379
(Address of principal executive offices) (Zip Code)
CONSO PRODUCTS COMPANY STOCK ELECTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
------------
S. DUANE SOUTHERLAND
President and Chief Executive Officer
Conso Products Company
513 North Duncan Bypass
Post Office Box 326
Union, South Carolina 29379
(Name and address of agent for service)
864/427-9004
(Telephone number, including area code,
of agent for service)
Please send copies of all communications to:
J. NORFLEET PRUDEN, III
Kennedy Covington Lobdell & Hickman, L.L.P.
NationsBank Corporate Center
Suite 4200
100 North Tryon Street
Charlotte, North Carolina 28202-4006
------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Title Amount Proposed maximum Proposed maximum Amount of
of securities to be to be offering price aggregate registration
registered registered per share* offering price* fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock................. 25,000 shares $12.50 $312,500 $95.00
====================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) and (h)(1) on the basis of $12.50 per share, the average of
the high and low prices for the Common Stock on January 27, 1997 as reported
on the Nasdaq National Market.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by this Item is omitted from this registration
statement in accordance with the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
The information required by this Item is omitted from this registration
statement in accordance with the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Conso Products Company (the
"Company") with the Securities and Exchange Commission (Commission file number
0-22942) are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 29, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 28, 1996; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated November
23, 1993, including any amendment or report filed for the
purpose of updating such description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Marcus T. Hickman, who is Of Counsel to Kennedy Covington Lobdell &
Hickman, L.L.P., counsel to the Company, serves as a director of the Company. At
January 27, 1997, Mr. Hickman beneficially owned 2,812 shares of the Company's
Common Stock. Mr. Hickman will also be entitled to elect to receive shares of
the Common Stock in lieu of cash compensation as a director of the Company
pursuant to the Stock Election Plan for Non-Employee Directors.
2
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
The Bylaws of the Company provide for indemnification of directors of
the Company against liabilities and reasonable expenses incurred in connection
with any action, suit or proceeding to which such person may be a party because
he is or was a director or officer of the Company or serving in a similar
capacity at the Company's request for another entity or an employee benefit
plan, to the fullest extent permitted by the laws of the State of South
Carolina. Under the laws of the State of South Carolina, unless limited by its
articles of incorporation, a corporation shall indemnify a director or officer
who was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director or officer of
such corporation against reasonable expenses incurred by him in connection with
the proceeding. South Carolina law also provides that indemnification of a
director or officer may be made if he acted in good faith and in a manner he
reasonably believed to be, with respect to conduct in his official capacity, in
the best interests of the Company, and, with respect to all other cases, in a
manner he reasonably believed to be not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, he had no
reason to believe his conduct was unlawful. With respect to suits by or in the
right of the Company, such a person may be indemnified if he acted in good faith
and, in the case of conduct within his official capacity, he reasonably believed
his conduct to be in the Company's best interest, and, in all other cases, he
shall not have been adjudged to be liable to the Company. A South Carolina
corporation may purchase and maintain insurance against liabilities of its
directors and officers whether or not such liabilities are subject to
indemnification, and the Company has procured such directors and officers'
liability insurance with coverage limits of $3,000,000.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for directors, officers and controlling persons of the
Company pursuant to provisions described above, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
The South Carolina Business Corporation Act also permits a corporation
(including the Company), by a provision in its articles of incorporation, to
limit or eliminate the personal liability of its directors for monetary damages
for breach of fiduciary duty as a director, except with respect to any breach of
the director's duty of loyalty to the corporation or its shareholders, or acts
or omissions not in good faith or which involve gross negligence, intentional
misconduct or a knowing violation of law, or which occurred prior to the time
such provision became effective, or with respect to transactions in which the
director received an improper personal benefit, or for approving an unlawful
distribution. The Company's Articles of Incorporation include such a provision
eliminating such liability of directors to the fullest extent permitted by law.
As a result of the inclusion of such provision, shareholders of the Company may
be unable to recover monetary damages against directors for actions taken by
them which constitute negligence or which are in violation of their fiduciary
duty of due care, although they are not precluded from obtaining injunctive or
other equitable relief with respect to such actions. Such provision is not
effective to eliminate or limit statutory liabilities arising under federal law,
including liabilities under federal securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
3
<PAGE> 4
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4.1 Articles of Incorporation of Conso Products Company (incorporated herein by reference to
Exhibit 3.4 to the Company's Registration Statement on Form SB-2 (Registration No. 33-
71296))
4.2 Bylaws of Conso Products Company (incorporated herein by reference to Exhibit 3.5 to the
Company's Registration Statement on Form SB-2 (Registration No. 33-71296))
4.3 Conso Products Company Stock Election Plan for Non-Employee Directors
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Grant Thornton
23.3 Consent of Kennedy Covington Lobdell & Hickman, L.L.P. (contained in Exhibit 5)
</TABLE>
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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this registration
statement or any material change to such
information in this 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 related 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.
4
<PAGE> 5
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
5
<PAGE> 6
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 Charlotte, State of North Carolina, on the 28th day
of January, 1997.
CONSO PRODUCTS COMPANY
By: /s/ S. Duane Southerland
---------------------------------------
S. Duane Southerland
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ S. Duane Southerland President and Chief Executive January 28, 1997
- --------------------------- Officer
S. Duane Southerland (Principal Executive Officer)
/s/ Gilbert G. Bartell Chief Financial Officer, Vice January 28, 1997
- --------------------------- President-Finance and Treasurer
Gilbert G. Bartell (Principal Financial Officer)
/s/ David B. Dechant Chief Accounting Officer and January 28, 1997
- --------------------------- Controller
David B. Dechant (Principal Accounting Officer)
/s/ J. Cary Findlay Director and Chairman of the January 28, 1997
- --------------------------- Board
J. Cary Findlay
/s/ Antony W. Laughton Director January 28, 1997
- ---------------------------
Antony W. Laughton
/s/ John H. Maxheim Director January 28, 1997
- ---------------------------
John H. Maxheim
/s/ Marcus T. Hickman Director January 28, 1997
- ---------------------------
Marcus T. Hickman
/s/ James H. Shaw Director January 28, 1997
- ---------------------------
James H. Shaw
/s/ Konstance J. K. Findlay Director January 28, 1997
- ---------------------------
Konstance J. K. Findlay
6
<PAGE> 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Item 8
FORM S-8
REGISTRATION STATEMENT
CONSO PRODUCTS COMPANY
Commission File Number 0-22942
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4.1 Articles of Incorporation of Conso Products Company
(incorporated herein by reference to Exhibit 3.4 to the
Registrant's Registration Statement on Form SB-2 (Registra-
tion No. 33-71296))
4.2 Bylaws of Conso Products Company (incorporated herein by
reference to Exhibit 3.5 to the Registrant's Registration
Statement on Form SB-2 (Registration No. 33-71296))
4.3 Conso Products Company Stock Election Plan for Non-Employee
Directors
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Grant Thornton
23.3 Consent of Kennedy Covington Lobdell & Hickman, L.L.P
(contained in Exhibit 5)
</TABLE>
7
<PAGE> 1
EXHIBIT 4.3
CONSO PRODUCTS COMPANY
STOCK ELECTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE. This Plan is intended to provide Directors who are not
employees of the Corporation the opportunity to receive all or part of their
compensation for serving as Directors in the form of shares of the Corporation's
Common Stock, thereby encouraging their equity participation in the Corporation,
giving them an additional personal stake in the Corporation's success, and
compensating them in a manner that is tied directly to the interests of the
other shareholders of the Corporation.
2. DEFINITIONS. Whenever used in the Plan, unless the context clearly
indicates otherwise, the following terms shall have the following meanings:
Board or Board of Directors means the Board of Directors of
the Corporation.
Board Approval means approval by both (a) the full Board of
Directors in the manner and to the extent required by applicable law
and the Corporation's bylaws (notwithstanding any participation in such
approval by Non-Employee Directors) and (b) a majority, not less than
two, of the Directors who are not Non-Employee Directors.
Common Stock means the Common Stock of the Corporation.
Compensation Period means the period beginning on the day
immediately following the date of a Quarterly Meeting and ending on
(and including) the date of the next Quarterly Meeting.
Corporation means Conso Products Company, a South Carolina
corporation.
Director means a member of the Board of Directors.
Director Compensation means the retainer fees, meeting
attendance fees, and any other cash compensation (other than
reimbursement of expenses) to which Non-Employee Directors are (without
regard to this Plan) entitled from time to time for their service as
Directors.
Effective Date means the date on which this Plan shall have
been approved by the Board of Directors as set forth in Section 10
below.
Elected Percentage means the percentage of Director
Compensation of a Non-Employee Director elected to be received in the
form of Common Stock pursuant to a Stock Election, or change in an
existing Stock Election, made in accordance with Section 3 below.
<PAGE> 2
Issuance Date means, with respect to any issuance of Common
Stock pursuant a Stock Election under this Plan that receives Board
Approval at a Quarterly Meeting, the fifth Trading Day after the date
of such Quarterly Meeting (or such other date as may be specified by
the Board of Directors in connection with such Board Approval).
Market Value, with respect to a share of the Common Stock on
any particular date, shall be (i) if such Common Stock is listed on a
national securities exchange or traded on the Nasdaq National Market
System ("NMS"), the closing price per share of the Common Stock on the
national securities exchange (or if traded on more than one such
exchange, the principal exchange on which such shares are traded) or
the NMS on said date or (ii) if the Common Stock shall not be listed on
a national securities exchange or traded on the NMS but shall be traded
in the over-the-counter market and quotations therefor are regularly
reported by Nasdaq, the last price (if such last price is then reported
on a real-time basis) or, if the last price is not then so reported,
the mean between the bid and asked prices last reported, by Nasdaq for
trading on the over-the-counter market on said date, or (iii) if at any
time quotations for the Common Stock shall not be regularly reported by
Nasdaq for the over-the-counter market and the Common Stock shall not
be listed on any national securities exchange or traded on the NMS, the
last price (if such last price is then reported on a real-time basis)
or, if the last price is not then so reported, the mean between the bid
and asked prices last reported, in reports generally available by the
market maker (or if there are more than one market maker on such day,
the average of the amounts determined from each) for such Common Stock
on such day or, if there is no such report by a market maker on such
day or on any of the most recent ten Business Days, the most recent
cash price per share of the Common Stock paid in an arm's length
transaction involving 100 shares or more on or prior to such day which
is ascertained by the Corporation within ten days after such day.
Non-Employee Director means a Director who is not a regular
employee of the Corporation or any of its subsidiaries.
Plan means the Conso Products Company Stock Election Plan for
Non-Employee Directors as set forth in this instrument, as the same may
be amended from time to time.
Quarterly Meeting means a regular quarterly meeting of the
Board of Directors.
Stock Election means an election by a Non-Employee Director to
receive Common Stock in lieu of Director Compensation made in
accordance with Section 3 below.
Trading Day means any day that is not a Saturday, Sunday or
other day on which the principal market for trading in the Common Stock
is closed for trading.
3. ELECTION TO RECEIVE COMMON STOCK IN LIEU OF CASH COMPENSATION. At
any time at or prior to a Quarterly Meeting, beginning with the first Quarterly
Meeting held after the
<PAGE> 3
Effective Date, a Non-Employee Director may by notice to the Corporation elect,
subject to Board Approval at such Quarterly Meeting, to receive all or part of
his or her Director Compensation that is payable with respect to the
Compensation Period ending on the date of such Quarterly Meeting in the form of
Common Stock, in lieu of payment thereof in cash. Such election (a "Stock
Election") shall specify the percentage of Director Compensation to be received
in the form of Common Stock (the "Elected Percentage") and shall be effective
with respect to the Compensation Period ending on the date of the Quarterly
Meeting at or prior to which such election is made and with respect to each
Compensation Period thereafter until such Non-Employee Director shall have given
notice to the Corporation, at or prior to the Quarterly Meeting held on the last
day of the Compensation Period for which such termination or change is to take
effect, of a termination of such Stock Election or of a change in the Elected
Percentage previously elected.
Notice of a Stock Election, or of any change in the Elected Percentage,
or of termination of a Stock Election previously made, shall be given to the
Corporation, at or prior to the vote of the Board of Directors at the Quarterly
Meeting on Board Approval of the issuance of Common Stock pursuant to Stock
Elections, either (a) orally at such Quarterly Meeting, or (b) in writing,
substantially in the form of Exhibit 1 hereto or such other form as is
reasonably satisfactory to the Board of Directors.
At each Quarterly Meeting, the Board of Directors shall consider Board
Approval of the issuance of the shares of Common Stock that each Non-Employee
Director has, pursuant to his or her Stock Election, elected to receive in lieu
of payment in cash of his or her Director Compensation for the Compensation
Period ending on the date of such Quarterly Meeting. If a Non-Employee Director
has not made such a Stock Election, or to the extent of that portion of his or
her Director Compensation not covered by a Stock Election, or if such Board
Approval is not obtained, his or her Director Compensation for such Compensation
Period (or the percentage thereof other than the Elected Percentage) will be
paid in cash as soon as practicable after such Quarterly Meeting.
4. ISSUANCE OF SHARES PURSUANT TO STOCK ELECTION; RESERVATION OF
SHARES. If the issuance of shares of Common Stock pursuant to a Stock Election
made by a Non-Employee Director hereunder receives Board Approval at a Quarterly
Meeting, then, as of the Issuance Date with respect such Quarterly Meeting, the
Corporation shall issue to such Non-Employee Director, in lieu of the applicable
Elected Percentage of Director Compensation that would otherwise have been
payable in cash to such Non-Employee Director for the Compensation Period ending
on the date of such Quarterly Meeting, that number of whole shares of Common
Stock (with any fractional share rounded up to a whole share) equal to (A) the
Elected Percentage of such Non-Employee Director's Director Compensation payable
with respect to such Compensation Period, divided by (B) 90% of the Market Value
per share of the Common Stock on such Issuance Date. Notwithstanding the
foregoing, if on the Issuance Date the person to whom shares would otherwise be
issued hereunder is no longer a Director of the Corporation, then such shares
shall not be issued and such person shall receive any Director Compensation to
which he or she is entitled for the previous Compensation Period in the form of
cash.
The shares of Common Stock issued under this Plan need not be
represented by a certificate; provided, that upon the request of the holder of
any such shares not represented by a certificate, the corporation shall promptly
cause a certificate or certificates for such shares to
<PAGE> 4
be issued. If certificates for such shares are not issued, then within a
reasonable time after such shares are issued the Corporation shall send to the
Non-Employee Director to whom such shares were issued a written statement, which
may be substantially in the form of Exhibit 2 hereto, setting forth the number
of shares so issued and the other information required by applicable law, with a
copy to the registrar and transfer agent for the Common Stock for entry on the
Corporation's stock records.
The Board of Directors hereby reserves for the purposes of the Plan,
out of the authorized but unissued Common Stock, a total of 25,000 shares of
Common Stock (or the number and kind of shares of stock or other securities
which, in accordance with Section 5 of the Plan, shall be substituted for such
number of shares or to which such number of shares shall be adjusted, or such
greater number of shares as the Board of Directors may hereafter reserve
hereunder by resolution). The number of shares of Common Stock that may be
issued hereunder shall not exceed such number (subject to adjustment in
accordance with said Section 5 or increase by action of the Board of Directors).
If at any time there would otherwise be issued hereunder shares of the Common
Stock, the issuance of which would cause the aggregate number of shares issued
hereunder to exceed such number, then only those shares so reserved and
available for issuance hereunder shall be issued (pro rata to the Non-Employee
Directors in accordance with the respective numbers of shares otherwise issuable
to them hereunder), any accrued Director Compensation which (but for such
limitation) would be paid in shares of Common Stock shall instead be paid in
cash, and this Plan shall thereupon terminate.
5. ADJUSTMENTS. In the event that after the Effective Date a dividend
shall be declared upon the Common Stock payable in shares of Common Stock or
other securities of the Corporation, the number of shares reserved for issuance
pursuant to the Plan but not yet issued shall be adjusted by adding to each such
share the number of shares or other securities of the Corporation which would be
distributable thereon if such share had been outstanding on the date fixed for
determining the shareholders entitled to receive such dividend in shares or
other securities. In the event that after the Effective Date the outstanding
shares of Common Stock shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Corporation or of another
corporation, or into or for the right to receive cash or other property
(otherwise than as a dividend or other distribution by the Corporation of cash
or property), whether through reorganization, recapitalization, stock split-up,
combination of shares, merger, consolidation or statutory share exchange, then
there shall be substituted for each share of Common Stock reserved for issuance
pursuant to the Plan but not yet issued, the number and kind of shares of stock
or other securities or rights to receive cash or property into which each
outstanding share of Common Stock shall be so changed or for which each such
share shall be exchanged. No adjustment or substitution provided for in this
Section 5 shall require the Corporation to issue a fractional share and the
total substitution or adjustment shall be limited accordingly.
If any shares are issuable hereunder after a record date for, but
before the payment, distribution or effective date for, any share dividend,
stock split or other similar capital change, so that the fair value of the
shares so issuable after such record date would not be comparable to the Market
Value of the outstanding shares of Common Stock used in calculating the number
of shares to be so issued (e.g., a Market Value which does not yet reflect a
stock split for which the record date was prior to the Issuance Date), then
equitable adjustment shall be made in the number of shares to be so issued so
that the value of the shares so issued, on the effective date
<PAGE> 5
of their issuance, would be fairly comparable to the Market Value of the
outstanding shares used in calculating such number of shares.
6. AMENDMENT AND TERMINATION OF PLAN. The Board of Directors shall have
the right to amend, suspend or terminate the Plan at any time, provided that no
such amendment or termination shall affect any shares previously issued
hereunder. The Plan shall terminate automatically upon the issuance of all of
the shares of Common Stock reserved for issuance hereunder.
7. COMPLIANCE WITH LAW AND OTHER CONDITIONS. No shares shall be issued
pursuant to the Plan prior to compliance by the Corporation with any applicable
laws and regulations relating thereto, including without limitation applicable
federal and state laws relating to the sale of securities. In addition, if at
the time of the issuance of any shares hereunder, the Corporation is required to
withhold any taxes with respect to the Common Stock so issued, the Corporation
shall not be required to issue such shares unless and until satisfactory
arrangements have been made with the Corporation to provide sufficient funds in
cash for the Corporation to meet such withholding requirements, and the
Corporation shall have no obligation to advance any of its own funds for such
purpose.
8. ADMINISTRATION. This Plan shall be administered in accordance with
the terms hereof by the proper officers of the Corporation. If any issue shall
arise as to the interpretation, operation or administration of this Plan, such
issue shall be resolved by the Board of Directors, and the determination of the
Board pursuant to Board Approval shall be final and binding.
9. NO ASSIGNMENT. No Non-Employee Director may assign any of his or her
rights or interests under the Plan, all rights and interests hereunder being
personal to the respective Non-Employee Directors. Nothing herein shall limit
the ability of any person receiving shares of the Common Stock pursuant to the
Plan to assign and transfer such shares after they are issued hereunder, subject
to any restrictions on transfer imposed by applicable law.
10. EFFECTIVE DATE. The Plan has been adopted and approved by Board
Approval of the Board of Directors on January 28, 1997.
<PAGE> 6
EXHIBIT 1
CONSO PRODUCTS COMPANY
STOCK ELECTION PLAN FOR NON-EMPLOYEE DIRECTORS
- --------------------------------------------------------------------------------
STOCK ELECTION, CHANGE OR TERMINATION FORM
- --------------------------------------------------------------------------------
To: Conso Products Company
P.O. Box 326
513 North Duncan Bypass
Union, South Carolina 29379
Ladies and Gentlemen:
Pursuant to the Stock Election Plan for Non-Employee Directors (the
"Plan"; all capitalized terms used herein and not otherwise defined herein
having the meanings ascribed to them in the Plan) of Conso Products Company (the
"Corporation"), the undersigned Non-Employee Director hereby makes a Stock
Election, changes his or her Elected Percentage that was designated in a
previous Stock Election, or terminates his or her Stock Election, effective for
the Compensation Period that includes the date hereof and for all Compensation
Periods thereafter until a change or termination of this election shall become
effective, as follows (check applicable box and complete):
[ ] INITIAL STOCK ELECTION. Pursuant to the Plan, I hereby make a Stock
Election. The applicable Elected Percentage of my Director Compensation
to be received in the form of Common Stock is:
[ ]100% [ ] Other:__________% (specify percentage).
[ ] CHANGE IN ELECTED PERCENTAGE. I have heretofore made a Stock Election
and hereby elect to change my Elected Percentage to:
[ ] 100% [ ] Other:__________% (specify percentage).
[ ] TERMINATION OF STOCK ELECTION. I hereby terminate my Stock Election and
request that all of my Director Compensation be paid to me in cash
unless and until I hereafter elect to again participate in the Plan.
I hereby acknowledge that I have received a copy of the Prospectus for
the Plan (which includes a copy of the Plan) and a copy of the Corporation's
most recent Annual Report to Shareholders.
Date:
------------------------ --------------------------------------
(Signature of Non-Employee Director)
--------------------------------------
(Typed or Printed Name)
<PAGE> 7
EXHIBIT 2
CONSO PRODUCTS COMPANY
NOTICE OF ISSUANCE OF SHARES PURSUANT TO
STOCK ELECTION PLAN FOR NON-EMPLOYEE DIRECTORS
To:
--------------------------------
Address:
-------------------------------- --------------------------------
(Taxpayer Identification Number)
--------------------------------
================================================================================
Issuance Date Total Director
- -------------------------------------- Compensation for $
Number of Shares Issued Compensation Period
- --------------------------------------------------------------------------------
Market Value per Share $ Elected Percentage %
- --------------------------------------------------------------------------------
Total Market Value of $ Director Compensation $
Shares Issued Paid in Shares
================================================================================
Pursuant to the Stock Election Plan for Non-Employee Directors (the
"Plan"; all capitalized terms used herein and not otherwise defined herein
having the meanings ascribed to them in the Plan) of Conso Products Company, a
South Carolina corporation (the "Corporation"), there have been issued to you,
as of the Issuance Date set forth above, the number of shares of the Common
Stock of the Corporation set forth above. The number of shares so issued was
determined in accordance with the Plan based upon your applicable Elected
Percentage of your Director Compensation accrued during the Compensation Period
ended on the date of the last Quarterly Meeting prior to the Issuance Date and
the Market Value per share of the Common Stock on such Issuance Date, all as set
forth above.
Certificates for these shares will not be issued to you unless you so
request, but appropriate entry on the Corporation's stock records will be made
to reflect your ownership of these shares as of the Issuance Date. Upon your
request, the Corporation will cause certificates for such shares to be issued to
you.
In addition to the Common Stock, the Corporation is authorized by its
articles of incorporation to issue Preferred Stock and may hereafter be
authorized to issue shares of other classes, or of different series within
classes. The Corporation will furnish each shareholder upon request without
charge a written statement of the designations, relative rights, preferences and
limitations applicable to each class and the variations thereof applicable to
each series, and the authority of the Board of Directors to determine variations
for future series, of all such shares.
A copy of this Notice is being sent to the Corporation's registrar and
transfer agent for the Common Stock, who is hereby directed to make appropriate
entries in the Corporation's stock records and record the issuance of the Shares
in uncertificated form as of the Issuance Date from the shares of Common Stock
reserved for issuance pursuant to the Plan.
CONSO PRODUCTS COMPANY
By
--------------------------------------
Title:
-----------------------------------
cc: First Union National Bank of North Carolina
<PAGE> 1
EXHIBIT 5
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
ATTORNEYS AT LAW
NationsBank Corporate Center
Suite 4200
100 North Tryon Street
Charlotte, North Carolina 28202-4006
January 28, 1997
Conso Products Company
513 North Duncan Bypass
P.O. Box 326
Union, South Carolina 29379
Ladies and Gentlemen:
You have requested our opinion in connection with the registration
under the Securities Act of 1933, as amended, of 25,000 shares of Common Stock
of Conso Products Company, a South Carolina corporation (the "Company"), by the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission in connection with the Conso
Products Company Stock Election Plan for Non-Employee Directors (the "Plan").
We have made such investigations of law, examined original copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments, and
received such statements from officers and representatives of the Company, as we
have deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the 25,000 shares
of Common Stock covered by the Registration Statement have been duly and validly
authorized and, when issued in accordance with the Plan, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Kennedy Covington Lobdell & Hickman, L.L.P.
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
<PAGE> 1
EXHIBIT 23.1
[Letterhead of Deloitte & Touche LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Conso Products Company on Form S-8 of our report dated August 14, 1996,
appearing in the Annual Report on Form 10-K of Conso Products Company for the
year ended June 29, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Greenville, South Carolina
January 27, 1997
<PAGE> 1
EXHIBIT 23.2
[Letterhead of Grant Thornton]
CONSENT OF INDEPENDENT AUDITORS
Conso Products Company
We consent to the incorporation by reference in the Registration Statement of
Conso Products Company on Form S-8 of our report dated August 14, 1996 appearing
in the Annual Report on Form 10-K of Conso Products Company for the year ended
June 29, 1996.
/s/ Grant Thornton
GRANT THORNTON
Registered Auditor
Chartered Accountants
Manchester
United Kingdom
27 January 1997
